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                                   EXHIBIT 3.4

                                     BY-LAWS
                                       OF
                          BEACON CAPITAL PARTNERS, INC.


                                    ARTICLE I

                             DEFINITIONS AND OFFICES

         1.1 DEFINITIONS For purposes of these By-laws, the following words
shall have the meanings set forth below:

                  (a) "ARTICLES" shall mean the Articles of Incorporation of the
Corporation, as amended from time to time.

                  (b) "AFFILIATE" of a Person shall mean (i) any Person that,
directly or indirectly, controls or is controlled by or is under common control
with such other Person, (ii) any Person that owns, beneficially, directly or
indirectly, 5% or more of the outstanding capital stock, shares or equity
interests of such other Person or (iii) any officer, director, employee, partner
or trustee of such other Person or any Person controlling, controlled by or
under common control with such Person (excluding directors and Persons serving
in similar capacities who are not otherwise Affiliates of such Person). For the
purposes of this definition, the term "Person" shall mean, and includes, any
natural person, corporation, partnership, association, trust, limited liability
company or any other legal entity. For the purposes of this definition,
"control" (including the correlative meanings of the terms "controlled by" and
"under common control with"), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, through the ownership
of voting securities, partnership interests or other equity interests.

                  (c) "CORPORATION" shall mean Beacon Capital Partners, Inc.

                  (d) "EQUITY STOCK" shall mean the common stock, par value $.01
per share, and the preferred stock, par value $.01 per share, of the
Corporation.

                  (e) "INDEPENDENT DIRECTORS" shall mean Directors who are not
officers or employees of the Corporation or any affiliate thereof and who do not
have a material business or professional relationship with the Corporation or
any affiliate thereof.

                  (f) "PUBLIC ANNOUNCEMENT" shall mean: (i) disclosure in a
press release reported by the Dow Jones News Service, Associated Press or other
similar national news service, (ii) a report or other document filed publicly
with the Securities and Exchange

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Commission (including, without limitation, a Form 8-K) or (iii) a letter or
report sent to stockholders of record of the Corporation at the time of the
mailing of such letter or report.

                  (g) "MGCL" shall mean the Maryland General Corporation Law, as
amended from time to time.

         1.2 PRINCIPAL OFFICE. The principal office of the Corporation shall be
located at such place or places as the Board of Directors may designate.

         1.3 ADDITIONAL OFFICES. The Corporation may have additional offices 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

         2.1 PLACES OF MEETINGS. All meetings of the stockholders shall be held
at such place, either within or without the State of Maryland but within the
United States, as from time to time may be fixed by the majority of the Board of
Directors, the Chairman of the Board, if one is elected, or the President, which
place may subsequently be changed at any time by vote of the Board of Directors.

         2.2 ANNUAL MEETINGS. 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 June in 1999 and during the month of May for each
year after 1999. If no annual meeting has been held for a period of thirteen
months after the Corporation's last annual meeting of stockholders, a special
meeting in lieu thereof may be held, and such special meeting shall have, for
the purposes of these By-laws or otherwise, all the force and effect of an
annual meeting. Any and all references hereafter in these By-laws to an annual
meeting or annual meetings also shall be deemed to refer to any special
meeting(s) in lieu thereof.

         At any annual meeting of stockholders or any special meeting in lieu of
annual meeting of stockholders, only such business shall be conducted, and only
such proposals shall be acted upon, as shall have been properly brought before
such annual meeting. To be considered as properly brought before an annual
meeting, business must be: (a) specified in the notice of meeting, (b) otherwise
properly brought before the meeting by, or at the direction of, the Board of
Directors, or (c) otherwise properly brought before the meeting by any holder of
record (both as of the time notice of such proposal is given by the stockholder
as set forth below and as of the record date for the annual meeting in question)
of any shares of stock of the Corporation entitled to vote at such annual
meeting who complies with the requirements set forth in Section 2.9.

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         2.3 SPECIAL MEETINGS. Except as otherwise required by law and subject
to the rights, if any, of the holders of any series of preferred stock of the
Corporation, special meetings of the stockholders may be called only by the
president or the Board of Directors pursuant to a resolution approved by the
affirmative vote of a majority of the Directors then in office. Only those
matters set forth in the notice of the special meeting may be considered or
acted upon at a special meeting of stockholders of the Corporation, unless
otherwise provided by law. Special meetings of stockholders shall also be called
by the secretary of the Corporation upon the written request of the holders of
shares entitled to cast not less than a majority of all the votes entitled to be
cast at such meeting. Such request shall state the purpose of such meeting and
the matters proposed to be acted on at such meeting. The secretary shall inform
such stockholders of the reasonably estimated cost of preparing and mailing
notice of the meeting and, upon payment to the Corporation by such stockholders
of such costs, the secretary shall give notice to each stockholder entitled to
notice of the meeting.

         2.4 NOTICE OF MEETINGS; ADJOURNMENTS. A written notice of each annual
meeting stating the hour, date and place of such annual meeting shall be given
by the Secretary or an Assistant Secretary of the Corporation (or other person
authorized by these By-laws or by law) not less than 10 days nor more than 90
days before the annual meeting, to each stockholder entitled to vote thereat and
to each stockholder who, by law or under the Articles or under these By-laws, is
entitled to such notice, by personally delivering such notice to him or her, by
leaving such notice at his or her residence or usual place of business or by
mailing it, postage prepaid, addressed to such stockholder at the address of
such stockholder as it appears on the stock transfer books of the Corporation.
Such notice shall be deemed to be delivered when hand-delivered to such address
or deposited in the mail so addressed, with postage prepaid.

         Notice of all special meetings of stockholders shall be given in the
same manner as provided for annual meetings, except that the written notice of
all special meetings shall state the purpose or purposes for which the meeting
has been called.

         Notice of an annual meeting or special meeting of stockholders need not
be given to a stockholder if a written waiver of notice is signed before or
after such meeting by such stockholder or if such stockholder attends such
meeting, unless such attendance was for the express purpose of objecting at the
beginning of the meeting to the transaction of any business because the meeting
was not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any annual meeting or special meeting of stockholders need
be specified in any written waiver of notice.

         The Board of Directors may postpone and reschedule any previously
scheduled annual meeting or special meeting of stockholders and any record date
with respect thereto, regardless of whether any notice or public disclosure with
respect to any such meeting has been sent or made pursuant to this Section 2.4
or otherwise. In no event shall the Public Announcement of an adjournment,
postponement or rescheduling of any previously scheduled meeting of stockholders
commence a new time period for the giving of a stockholder's notice under
Section 2.9 of these By-laws.

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         When any meeting is convened, the presiding officer of the meeting may
adjourn the meeting if (a) no quorum is present for the transaction of business,
(b) the Board of Directors determines that adjournment is necessary or
appropriate to enable the stockholders to consider fully information that the
Board of Directors determines has not been made sufficiently or timely available
to stockholders or (c) the Board of Directors determines that adjournment is
otherwise in the best interests of the Corporation. When any annual meeting or
special meeting of stockholders is adjourned to another hour, date or place,
notice need not be given of the adjourned meeting, other than an announcement at
the meeting at which the adjournment is taken, of the hour, date and place to
which the meeting is adjourned; PROVIDED, HOWEVER, that if the adjournment is
for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote thereat and each stockholder who, by
law or under the Articles or under these By-laws, is entitled to such notice.

         2.5 QUORUM. Except as otherwise required by the Articles or law, any
number of stockholders together holding at least a majority of the outstanding
shares of capital stock entitled to vote with respect to the business to be
transacted, who shall be present in person or represented by proxy at any
meeting duly called, shall constitute a quorum for the transaction of business.
Where a separate vote by a class or classes is required, a majority of the
outstanding shares of such class or classes, present in person or represented by
proxy, shall constitute a quorum entitled to take action with respect to that
matter. 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 meeting. At such adjourned meeting at
which a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed. The stockholders present at a
duly constituted meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

         2.6 VOTING AND PROXIES. Stockholders shall have one vote for each share
of stock entitled to vote owned by them of record according to the stock
transfer books of the Corporation, unless otherwise provided by law or by the
Articles. A stockholder may cast the votes entitled to be cast by the shares of
stock owned of record by him either in person or by proxy executed in writing by
the stockholder or by his duly authorized agent. 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 months from the date of its execution, unless
otherwise provided in the proxy. Proxies shall be filed with the Secretary of
the meeting before being voted. Except as otherwise limited therein or as
otherwise provided by law, proxies authorizing a person to vote at a specific
meeting shall entitle the persons authorized thereby to vote at any adjournment
of such meeting, but they shall not be valid after final adjournment of such
meeting. A proxy with respect to stock held in the name of two or more persons
shall be valid if executed by or on behalf of any one of them unless at or prior
to the exercise of the proxy the Corporation receives a specific written notice
to the contrary from any one of them. A

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proxy purporting to be executed by or on behalf of a stockholder shall be deemed
valid, and the burden of proving invalidity shall rest on the challenger.

         2.7 ACTION AT MEETING. When a quorum is present, any matter before any
meeting of stockholders shall be decided by the affirmative vote of the majority
of shares present in person or represented by proxy at such meeting and entitled
to vote on such matter, except where a larger vote is required by law, by the
Articles or by these By-laws. Where a separate vote by a class or classes is
required, the affirmative vote of the majority of shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class. Any election by stockholders shall be determined by a
plurality of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of Directors, except where a
larger vote is required by law, by the Articles or by these By-laws. The
Corporation shall not directly or indirectly vote any shares of its own stock;
PROVIDED, HOWEVER, that the Corporation may vote shares which it holds in a
fiduciary capacity to the extent permitted by law.

         2.8 STOCKHOLDER LIST. The officer or agent having charge of the stock
transfer books of the Corporation shall make, at least 10 days before every
annual meeting or special meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting or any adjournment thereof, in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the hour, date and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present.

         2.9 STOCKHOLDER PROPOSALS. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
stockholder of record (both as of the time notice of such proposal is given by
the stockholder as set forth below and as of the record date for the annual
meeting in question) of any shares of capital stock entitled to vote at such
annual meeting, such stockholder shall: (i) give timely written notice as
required by this Section 2.9 to the Secretary of the Corporation and (ii) be
present at such meeting, either in person or by a representative. For the first
annual meeting following the initial public offering of the common stock of the
Corporation, a stockholder's notice shall be timely if delivered to, or mailed
to and received by, the Corporation at its principal executive office not later
than the close of business on the later of (x) the 75th day prior to the
scheduled date of such annual meeting or (y) the 15th day following the day on
which the Public Announcement of the date of such annual meeting is first made
by the Corporation. For all subsequent annual meetings, a stockholder's notice
shall be timely if delivered to, or mailed to and received by, the Corporation
at its principal executive office not less than 75 days nor more than 120 days
prior to the anniversary date of the immediately preceding annual meeting (the
"Anniversary Date"); PROVIDED, HOWEVER, that in the event the annual meeting is
scheduled to be held on a date more

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than 30 days before the Anniversary Date or more than 60 days after the
Anniversary Date, a stockholder's notice shall be timely if delivered to, or
mailed to and received by, the Corporation at its principal executive office not
later than the close of business on the later of (1) the 75th day prior to the
scheduled date of such annual meeting or (2) the 15th day following the day on
which Public Announcement of the date of such annual meeting is first made by
the Corporation.

         A stockholder's notice to the Secretary of the Corporation shall set
forth as to each matter proposed to be brought before an annual meeting: (i) a
brief description of the business the stockholder desires to bring before such
annual meeting and the reasons for conducting such business at such annual
meeting, (ii) the name and address, as they appear on the stock transfer books
of the Corporation, of the stockholder proposing such business, (iii) the class
and number of shares of the capital stock of the Corporation beneficially owned
by the stockholder proposing such business, (iv) the names and addresses of the
beneficial owners, if any, of any capital stock of the Corporation registered in
such stockholder's name on such books, and the class and number of shares of the
capital stock of the Corporation beneficially owned by such beneficial owners,
(v) the names and addresses of other stockholders known by the stockholder
proposing such business to support such proposal, and the class and number of
shares of the capital stock of the Corporation beneficially owned by such other
stockholders and (vi) any material interest of the stockholder proposing to
bring such business before such meeting (or any other stockholders known to be
supporting such proposal) in such proposal.

         If the Board of Directors or a designated committee thereof determines
that any stockholder proposal was not made in a timely fashion in accordance
with the provisions of this Section 2.9 or that the information provided in a
stockholder's notice does not satisfy the information requirements of this
Section 2.9 in any material respect, such proposal shall not be presented for
action at the annual meeting in question. If neither the Board of Directors nor
such committee makes a determination as to the validity of any stockholder
proposal in the manner set forth above, the presiding officer of the annual
meeting shall determine whether the stockholder proposal was made in accordance
with the terms of this Section 2.9. If the presiding officer determines that any
stockholder proposal was not made in a timely fashion in accordance with the
provisions of this Section 2.9 or that the information provided in a
stockholder's notice does not satisfy the information requirements of this
Section 2.9 in any material respect, such proposal shall not be presented for
action at the annual meeting in question. If the Board of Directors, a
designated committee thereof or the presiding officer determines that a
stockholder proposal was made in accordance with the requirements of this
Section 2.9, the presiding officer shall so declare at the annual meeting and
ballots shall be provided for use at the meeting with respect to such proposal.

         Notwithstanding the foregoing provisions of this Section 2.9, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder with respect to the matters set forth in this Section
2.9, and nothing in this Section 2.9 shall be deemed to affect any rights of

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stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act (or any successor
provision thereof).

         2.10 VOTING PROCEDURES AND INSPECTORS OF ELECTIONS. The Corporation
shall, in advance of any meeting of stockholders, appoint one or more inspectors
to act at the meeting and make a written report thereof. The Corporation may
designate one or more persons as alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the presiding officer shall appoint one or more inspectors to act
at the meeting. Any inspector may, but need not, be an officer, employee or
agent of the Corporation. Each inspector, before entering upon the discharge of
his or her duties, shall take and sign an oath faithfully to execute the duties
of inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall perform such duties as are required by the MGCL,
including the counting of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors. The presiding officer may review all
determinations made by the inspectors, and in so doing the presiding officer
shall be entitled to exercise his or her sole judgment and discretion and he or
she shall not be bound by any determinations made by the inspectors. All
determinations by the inspectors and, if applicable, the presiding officer,
shall be subject to further review by any court of competent jurisdiction.

         2.11 PRESIDING OFFICER. The Chairman of the Board, if one is elected,
or if not elected or in his or her absence, the President, shall preside at all
annual meetings or special meetings of stockholders and shall have the power,
among other things, to adjourn such meeting at any time and from time to time,
subject to Sections 2.4 and 2.5 of this Article II. The order of business and
all other matters of procedure at any meeting of the stockholders shall be
determined by the presiding officer.

                                   ARTICLE III

                                    DIRECTORS

         3.1 GENERAL POWERS. The business and affairs of the Corporation shall
be managed under the direction of the Board of Directors and, except as
otherwise expressly provided by law, the Articles or these By-laws, all of the
powers of the Corporation shall be vested in such Board.

         3.2 NUMBER OF DIRECTORS. The number of Directors shall be as provided
in Article VI of the Articles. The Directors shall hold office in the manner
provided in the Articles.

         3.3 ELECTION AND REMOVAL OF DIRECTORS; QUORUM.

                  (a) Directors shall be elected and removed in the manner
provided for in Article VI of the Articles.

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                  (b) Vacancies in the Board of Directors shall be filled in the
manner provided for in Article VI of the Articles.

                  (c) At any meeting of the Board of Directors, a majority of
the number of Directors then in office shall constitute a quorum for the
transaction of business. However, if less than a quorum is present at a meeting,
a majority of the Directors present may adjourn the meeting from time to time,
and the meeting may be held as adjourned without further notice, except as
provided in Section 3.6 of this Article III. Any business which might have been
transacted at the meeting as originally noticed may be transacted at such
adjourned meeting at which a quorum is present.

                  (d) No Director need be a stockholder of the Corporation.

                  (e) A Director may resign at any time by giving written notice
to the Chairman of the Board, if one is elected, the President or the Secretary.
A resignation shall be effective upon receipt, unless the resignation otherwise
provides.

         3.4 REGULAR MEETINGS. The regular annual meeting of the Board of
Directors shall be held, without notice other than this Section 3.4, on the same
date and at the same place as the annual meeting following the close of such
meeting of stockholders. Other regular meetings of the Board of Directors may be
held at such hour, date and place as the Board of Directors may by resolution
from time to time determine without notice other than such resolution.

         3.5 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called, orally or in writing, by or at the request of a majority of the
Directors, the Chairman of the Board, if one is elected, or the President. The
person calling any such special meeting of the Board of Directors may fix the
hour, date and place thereof.

         3.6 NOTICE OF MEETINGS. Notice of the hour, date and place of all
special meetings of the Board of Directors shall be given to each Director by
the Secretary or an Assistant Secretary, or in case of the death, absence,
incapacity or refusal of such persons, by the Chairman of the Board, if one is
elected, or the President or such other officer designated by the Chairman of
the Board, if one is elected, or the President. Notice of any special meeting of
the Board of Directors shall be given to each Director in person, by telephone,
or by facsimile, telex, telecopy, telegram, or other written form of electronic
communication, sent to his or her business or home address, at least 24 hours in
advance of the meeting, or by written notice mailed to his or her business or
home address, at least 48 hours in advance of the meeting. Such notice shall be
deemed to be delivered when hand delivered to such address, read to such
Director by telephone, deposited in the mail so addressed, with postage thereon
prepaid if mailed, dispatched or transmitted if faxed, telexed or telecopied, or
when delivered to the telegraph company if sent by telegram.

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         When any Board of Directors meeting, either regular or special, is
adjourned for 30 days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting. It shall not be necessary to give any notice
of the hour, date or place of any meeting adjourned for less than 30 days or of
the business to be transacted thereat, other than an announcement at the meeting
at which such adjournment is taken of the hour, date and place to which the
meeting is adjourned.

         A written waiver of notice signed before or after a meeting by a
Director and filed with the records of the meeting shall be deemed to be
equivalent to notice of the meeting. The attendance of a Director at a meeting
shall constitute a waiver of notice of such meeting, except where a Director
attends a meeting for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because such meeting is not lawfully
called or convened. Except as otherwise required by law, by the Articles or by
these By-laws, neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

         3.7 NOMINATIONS. Nominations of candidates for election as Directors of
the Corporation at any annual meeting may be made only (a) by, or at the
direction of, a majority of the Board of Directors or (b) by any stockholder of
record (both as of the time notice of such nomination is given by the
stockholder as set forth below and as of the record date for the annual meeting
in question) of any shares of the stock of the Corporation entitled to vote at
such annual meeting who complies with the timing, informational and other
requirements set forth in this Section 3.7. Any stockholder who has complied
with the timing, informational and other requirements set forth in this Section
3.7 and who seeks to make such a nomination must be, or his, her or its
representative must be, present in person at the annual meeting. Only persons
nominated in accordance with the procedures set forth in this Section 3.7 shall
be eligible for election as Directors at an annual meeting.

         Nominations, other than those made by, or at the direction of, the
Board of Directors shall be made pursuant to timely notice in writing to the
Secretary of the Corporation as set forth in this Section 3.7. For the first
annual meeting following the initial public offering of the common stock of the
Corporation, a stockholder's notice shall be timely if delivered to, or mailed
to and received by, the Corporation at its principal executive office not later
than the close of business on the later of (i) the 75th day prior to the
scheduled date of such annual meeting or (ii) the 15th day following the day on
which the Public Announcement of the date of such annual meeting is first made
by the Corporation. For all subsequent annual meetings, a stockholder's notice
shall be timely if delivered to, or mailed to and received by, the Corporation
at its principal executive office not less than 75 days nor more than 120 days
prior to the Anniversary Date; PROVIDED, HOWEVER, that in the event the annual
meeting is scheduled to be held on a date more than 30 days before the
Anniversary Date or more than 60 days after the Anniversary Date, a
stockholder's notice shall be timely if delivered to, or mailed and received by,
the Corporation at its principal executive office not later than the close of
business on the later of (x) the 75th day prior to the scheduled date of such
annual meeting or (y) the

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15th day following the day on which Public Announcement of the date of such
annual meeting is first made by the Corporation.

         A stockholder's notice to the Secretary of the Corporation shall set
forth as to each person whom the stockholder proposes to nominate for election
or re-election as a Director: (1) the name, age, business address and residence
address of such person; (2) the principal occupation or employment of such
person; (3) the class and number of shares of the capital stock of the
Corporation which are beneficially owned by such person on the date of such
stockholder notice; and (4) the consent of each nominee to serve as a Director
if elected. A stockholder's notice to the Secretary of the Corporation shall
further set forth as to the stockholder giving such notice: (a) the name and
address, as they appear on the stock transfer books of the Corporation, of such
stockholder and of the beneficial owners (if any) of the capital stock of the
Corporation registered in such stockholder's name and the name and address of
other stockholders known by such stockholder to be supporting such nominee(s);
(b) the class and number of shares of the capital stock of the Corporation which
are held of record, beneficially owned or represented by proxy by such
stockholder and by any other stockholders known by such stockholder to be
supporting such nominee(s) on the record date for the annual meeting in question
(if such date shall then have been made publicly available and shall be earlier
than the date of such stockholder notice) and on the date of such stockholder's
notice; and (c) a description of all arrangements or understandings between such
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
such stockholder.

         If the Board of Directors or a designated committee thereof determines
that any stockholder nomination was not made in accordance with the terms of
this Section 3.7 or that the information provided in a stockholder's notice does
not satisfy the informational requirements of this Section 3.7 in any material
respect, then such nomination shall not be considered at the annual meeting in
question. If neither the Board of Directors nor such committee makes a
determination as to whether a nomination was made in accordance with the
provisions of this Section 3.7, the presiding officer of the annual meeting
shall determine whether a nomination was made in accordance with such
provisions. If the presiding officer determines that any stockholder nomination
was not made in accordance with the terms of this Section 3.7 or that the
information provided in a stockholder's notice does not satisfy the
informational requirements of this Section 3.7 in any material respect, then
such nomination shall not be considered at the annual meeting in question. If
the Board of Directors, a designated committee thereof or the presiding officer
determines that a nomination was made in accordance with the terms of this
Section 3.7, the presiding officer shall so declare at the annual meeting and
ballots shall be provided for use at the meeting with respect to such nominee.

         Notwithstanding anything to the contrary in the second paragraph of
this Section 3.7, in the event that the number of Directors to be elected to the
Board of Directors is increased and there is no Public Announcement by the
Corporation naming all of the nominees for Director or specifying the size of
the increased Board of Directors at least 75 days prior to the

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Anniversary Date, a stockholder's notice required by this Section 3.7 shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if such notice shall be delivered to, or mailed to and
received by, the Corporation at its principal executive office not later than
the close of business on the 15th day following the day on which such Public
Announcement is first made by the Corporation.

         No person shall be elected by the stockholders as a Director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 3.7. Election of Directors at an annual meeting need not be by written
ballot, unless otherwise provided by the Board of Directors or presiding officer
at such annual meeting. If written ballots are to be used, ballots bearing the
names of all the persons who have been nominated for election as Directors at
the annual meeting in accordance with the procedures set forth in this Section
3.7 shall be provided for use at the annual meeting.

         3.8 ACTION AT MEETING AND BY CONSENT.

                  (a) At any meeting of the Board of Directors at which a quorum
is present, a majority of the Directors present may take any action on behalf of
the Board of Directors, unless otherwise required by law, by the Articles or by
these By-laws.

                  (b) Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting if all members
of the Board of Directors consent thereto in writing. Such written consent shall
be filed with the records of the meetings of the Board of Directors and shall be
treated for all purposes as a vote at a meeting of the Board of Directors.

         3.9 MANNER OF PARTICIPATION. Directors may participate in meetings of
the Board of Directors by means of conference telephone or similar
communications equipment by means of which all Directors participating in the
meeting can hear each other, and participation in a meeting in accordance
herewith shall constitute presence in person at such meeting for purposes of
these By-laws.

         3.10 COMPENSATION OF DIRECTORS. By resolution of the Board of
Directors, Directors may be allowed a fee for serving as a Director and a fee
and expenses for attendance at a meeting of the Board, but nothing herein shall
preclude Directors from serving the Corporation in other capacities and
receiving compensation for such other services; PROVIDED, HOWEVER, that
Directors who are not Independent Directors shall not receive any salary or
other compensation for their services as Directors of the Corporation.

         3.11 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,

<PAGE>

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


         4.1 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 two or more
Directors, to serve at the pleasure of the Board of Directors.

         4.2 POWERS. The Board of Directors may delegate to committees appointed
under Section 4.1 of this Article any of the powers of the Board of Directors,
except as prohibited by law.

         4.3 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 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.

         4.4 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.

         4.5 INFORMAL ACTION 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.

         4.6 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.

<PAGE>

         4.7 EXECUTIVE COMMITTEE. The Board of Directors, by resolution duly
adopted, may designate an Executive Committee which shall consist of not less
than two Directors, including the Chairman of the Board. The members of the
Executive Committee shall serve until their successors are designated by the
Board of Directors, until removed, or until the Executive Committee is dissolved
by the Board of Directors. All vacancies that may occur in the Executive
Committee shall be filled by the Board of Directors.

         When the Board of Directors is not in session, the Executive Committee
shall have all power vested in the Board of Directors by law, by the Articles,
or by these By-laws, except as otherwise provided in the MGCL or by a resolution
adopted by the Board of Directors. The Executive Committee shall report at the
next regular or special meeting of the Board of Directors all action that the
Executive Committee may have taken on behalf of the Board of Directors since the
last regular or special meeting of the Board of Directors.

         Meetings of the Executive Committee shall be held at such places and at
such times fixed by resolution of the Executive Committee, or upon call of the
Chairman of the Board. Not less than 12 hours' notice shall be given by letter,
facsimile, telegraph or telephone (or in person) of all meetings of the
Executive Committee; PROVIDED, HOWEVER, that notice need not be given of regular
meetings held at times and places fixed by resolution of the Executive Committee
and that meetings may be held at any time without notice if all of the members
of the Executive Committee are present or if those not present waive notice in
writing either before or after the meeting; PROVIDED, FURTHER, that attendance
at a meeting for the express purpose of objecting at the beginning of a meeting
to the transaction of any business because the meeting is not lawfully convened
shall not be considered a waiver of notice. A majority of the members of the
Executive Committee then serving shall constitute a quorum for the transaction
of business at any meeting of the Executive Committee.

         4.8 COMPENSATION COMMITTEE. The Board of Directors, by resolution duly
adopted, may designate a Compensation Committee which shall consist of two or
more Independent Directors. In addition, the Board of Directors at any time may
designate one or more alternate members of the Compensation Committee, who shall
be Independent Directors, who may act in place of any absent regular member upon
invitation by the chairman or secretary of the Compensation Committee.

         With respect to bonuses, the Compensation Committee shall have and may
exercise the powers to determine the amounts annually available for bonuses
pursuant to any bonus plan or formula approved by the Board of Directors, to
determine bonus awards to executive officers and to exercise such further powers
with respect to bonuses as may from time to time be conferred by the Board of
Directors.

         With respect to salaries, the Compensation Committee shall have and may
exercise the power to fix and determine from time to time all salaries of the
executive officers of the Corporation, and such further powers with respect to
salaries as may from time to time be conferred by the Board of Directors.

<PAGE>

         The Compensation Committee shall administer the Corporation's stock and
other incentive plans and from time to time may grant, consistent with the
plans, stock options and other awards permissible under such plans.

         Vacancies in the Compensation Committee shall be filled by the Board of
Directors, and members of the Compensation Committee shall be subject to removal
by the Board of Directors at any time.

         The Compensation Committee shall fix its own rules of procedure. A
majority of the number of regular members then serving on the Compensation
Committee shall constitute a quorum; and regular and alternate members present
shall be counted to determine whether there is a quorum. The Compensation
Committee shall keep minutes of its meetings, and all action taken by it shall
be reported to the Board of Directors.

         4.9 AUDIT COMMITTEE. The Board of Directors, by resolution duly
adopted, may designate an Audit Committee which shall consist of two or more
Independent Directors whose membership on the Audit Committee shall meet the
requirements set forth in the rules of the New York Stock Exchange, as amended
from time to time. Vacancies in the Audit Committee shall be filled by the Board
of Directors with Directors meeting the requirements set forth above, giving
consideration to continuity of the Audit Committee, and members shall be subject
to removal by the Board of Directors at any time. The Audit Committee shall fix
its own rules of procedure and a majority of the members serving shall
constitute a quorum. The Audit Committee shall meet at least twice per year with
both the internal and the Corporation's outside auditors present at each meeting
and shall keep minutes of its meetings and all action taken shall be reported to
the Board of Directors. The Audit Committee shall review the reports and minutes
of any audit committees of the Corporation's subsidiaries. The Audit Committee
shall review the Corporation's financial reporting process, including accounting
policies and procedures. The Audit Committee shall examine the report of the
Corporation's outside auditors, consult with them with respect to their report
and the standards and procedures employed by them in their audit, report to the
Board of Directors the results of its study and recommend the selection of
auditors for each fiscal year.

         4.10 NOMINATING COMMITTEE. The Board of Directors, by resolution duly
adopted, may designate a Nominating Committee which shall consist of two or more
Directors. The Nominating Committee shall make recommendations to the Board of
Directors regarding nominees for election as Directors by the stockholders at
each annual meeting of stockholders and make such other recommendations
regarding tenure, and classification of Directors as the Nominating Committee
may deem advisable from time to time. The Nominating Committee shall fix its own
rules of procedure and a majority of the members then serving shall constitute a
quorum.

         4.11 OTHER COMMITTEES. The Board of Directors, by resolution adopted,
may establish such other standing or special committees of the Board of
Directors as it may deem

<PAGE>

advisable, and the members, terms and authority of such committees shall be as
set forth in the resolutions establishing the same.

                                    ARTICLE V

                                    OFFICERS

         5.1 ENUMERATION. The officers of the Corporation shall consist of a
President, a Treasurer, a Secretary and such other officers, including, without
limitation, a Chairman of the Board of Directors, a Chief Executive Officer, a
Chief Operating Officer and one or more Vice Presidents (including Executive
Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant
Treasurers and Assistant Secretaries, and such other officers as the Board of
Directors may determine.

         5.2 ELECTION. At the regular annual meeting of the Board following the
annual meeting of stockholders, the Board of Directors shall elect the
President, the Treasurer and the Secretary. Other officers may be elected by the
Board of Directors at such regular annual meeting of the Board of Directors or
at any other regular or special meeting.

         5.3 QUALIFICATION. No officer need be a stockholder or a Director. Any
person may occupy more than one office of the Corporation at any time; PROVIDED,
that such officer does not serve concurrently as both President and Vice
President. Any officer may be required by the Board of Directors to give bond
for the faithful performance of his or her duties in such amount and with such
sureties as the Board of Directors may determine.

         5.4 TENURE. Except as otherwise provided by the Articles or by these
By-laws, each of the officers of the Corporation shall hold office until the
regular annual meeting of the Board of Directors following the next annual
meeting of stockholders and until his or her successor is elected and qualified
or until his or her earlier resignation or removal.

         5.5 RESIGNATION. Any officer may resign by delivering his or her
written resignation to the Corporation addressed to the President or the
Secretary, and such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

         5.6 REMOVAL. Except as otherwise provided by law, if the Board of
Directors in its judgement finds that the best interests of the Corporation will
be served, it may remove any officer by the affirmative vote of a majority of
the Directors then in office; PROVIDED HOWEVER, that such removal shall be
without prejudice to the contract rights, if any, of the person so removed.

         5.7 ABSENCE OR DISABILITY. In the event of the absence or disability of
any officer, the Board of Directors may designate another officer to act
temporarily in place of such absent or disabled officer.

<PAGE>

         5.8 VACANCIES. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors.

         5.9 PRESIDENT. The President shall, subject to the direction of the
Board of Directors, have general supervision and control of the Corporation's
business. If there is no Chairman of the Board or if he or she is absent, the
President shall preside, when present, at all meetings of stockholders and of
the Board of Directors. The President shall have such other powers and perform
such other duties as the Board of Directors may from time to time designate.

         5.10 CHAIRMAN OF THE BOARD. The Chairman of the Board, if one is
elected, shall preside, when present, at all meetings of the stockholders and of
the Board of Directors. The Chairman of the Board shall have such other powers
and shall perform such other duties as the Board of Directors may from time to
time designate.

         5.11 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, if one is
elected, shall have such powers and shall perform such duties as the Board of
Directors may from time to time designate. If there shall be a Chief Executive
Officer at any time, such officer shall have authority to take any action that
the President is authorized to take.

         5.12 VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS. Any Vice President
(including any Executive Vice President or Senior Vice President) and any
Assistant Vice President shall have such powers and shall perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

         5.13 TREASURER AND ASSISTANT TREASURERS. The Treasurer shall, subject
to the direction of the Board of Directors and except as the Board of Directors
or the President may otherwise provide, have general charge of the financial
affairs of the Corporation and shall cause to be kept accurate books of account.
The Treasurer shall have custody of all funds, securities, and valuable
documents of the Corporation. He or she shall have such other duties and powers
as may be designated from time to time by the Board of Directors or the Chief
Executive Officer.

         Any Assistant Treasurer shall have such powers and perform such duties
as the Board of Directors or the Chief Executive Officer may from time to time
designate.

         5.14 SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall record
all the proceedings of the meetings of the stockholders and the Board of
Directors (including committees of the Board) in books kept for that purpose. In
his or her absence from any such meeting, a temporary secretary chosen at the
meeting shall record the proceedings thereof. The Secretary shall have charge of
the stock ledger (which may, however, be kept by any transfer or other agent of
the Corporation). The Secretary shall have custody of the seal of the
Corporation, and the Secretary, or an Assistant Secretary, shall have authority
to affix it to any instrument requiring it, and, when so affixed, the seal may
be attested by his or her signature

<PAGE>

or that of an Assistant Secretary. The Secretary shall have such other duties
and powers as may be designated from time to time by the Board of Directors or
the Chief Executive Officer. In the absence of the Secretary, any Assistant
Secretary may perform his or her duties and responsibilities.

         Any Assistant Secretary shall have such powers and perform such duties
as the Board of Directors or the Chief Executive Officer may from time to time
designate.

         5.15 OTHER POWERS AND DUTIES. Subject to these By-laws and to such
limitations as the Board of Directors may from time to time prescribe, the
officers of the Corporation shall each have such powers and duties as generally
pertain to their respective offices, as well as such powers and duties as from
time to time may be conferred by the Board of Directors, the Chairman of the
Board or the President.

                                   ARTICLE VI

                                      STOCK

         6.1 CERTIFICATES. Each stockholder shall be entitled to a certificate
of the stock of the Corporation, which shall represent and certify the number of
shares of each class held by such stockholder in the Corporation, in such form
as may from time to time be prescribed by the Board of Directors. Such
certificate shall be signed by the Chairman of the Board, the President or a
Vice President and countersigned by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary. The Corporation seal and the signatures
by the Corporation's officers, the transfer agent or the registrar may be either
manual or facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed on such certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, the certificate may be issued by the Corporation with the
same effect as if he or she were such officer, transfer agent or registrar at
the time of its issue. 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 on 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

<PAGE>

statement of the restriction or state that the Corporation will furnish
information about the restrictions to the stockholder on request and without
charge. Every certificate for shares of stock which are subject to a restriction
on transfer (as provided in Article IX of the Articles) and every certificate
issued when the Corporation is authorized to issue more than one class or series
of stock shall contain such legend (as provided in Article VII of the Articles)
with respect thereto as is required by law.

         6.2 LOST, DESTROYED AND MUTILATED CERTIFICATES. Holders of the shares
of the stock of the Corporation shall immediately notify the Corporation of any
loss, destruction or mutilation of the certificate therefor, and the Board of
Directors may in its discretion cause one or more new certificates for the same
number of shares in the aggregate to be issued to such stockholder upon the
surrender of the mutilated certificate or upon satisfactory proof of such loss
or destruction, and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.

         6.3 TRANSFER OF STOCK. Subject to the restrictions on transfer of stock
described in Article IX of the Articles, shares of stock of the Corporation
shall be transferable or assignable only on the stock transfer books of the
Corporation by the holder in person or by attorney upon surrender to the
Corporation or its transfer agent of the certificate theretofore properly
endorsed or, if sought to be transferred by attorney, accompanied by a written
assignment or power of attorney properly executed, with transfer stamps (if
necessary) affixed, and with such proof of the authenticity of signatures as the
Corporation or its transfer agent may reasonably require.

         6.4 RECORD HOLDERS. Except as may otherwise be required by law, by the
Articles or by these By-laws, the Corporation shall be entitled to treat the
record holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
thereto, regardless of any transfer, pledge or other disposition of such stock,
until the shares have been transferred on the books of the Corporation in
accordance with the requirements of these By-laws.

         It shall be the duty of each stockholder to notify the Corporation of
his or her postal address and any changes thereto.

         6.5 RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date: (a) in the case of
determination of stockholders entitled to vote at any meeting of stockholders,
shall, unless otherwise required by law, not be more than ninety nor less than
ten days before the date of such meeting and (b) in the case of any other
action, shall not be more than ninety days prior to such other action.

<PAGE>

If no record date is fixed: (i) the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held and (ii) the record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

                                   ARTICLE VII

                                 INDEMNIFICATION

         7.1 INDEMNIFICATION. 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
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 capacitates 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 any act
or failure to act which occurred prior to such amendment, repeal or adoption.

         7.2 CONTRACTUAL NATURE OF RIGHTS. The foregoing provision of this
Article VII shall be deemed to be a contract between the Corporation and each
Director and Officer entitled to the benefits hereof at any time while this
Article VII is in effect, and any repeal or modification thereof shall not
affect any rights or obligations then existing with respect to any state of
facts then or theretofore existing or any Proceeding theretofore or thereafter
brought based in whole or in part upon any such state of facts. If a claim for
indemnification or advancement of Expenses hereunder by a Director or Officer is
not paid in full by the Corporation within (a) 60 days after the receipt by the
Corporation of a written claim for indemnification or (b) in the case of a
Director, 10 days after the receipt by the Corporation of documentation of
Expenses and the required undertaking, such Director or Officer 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, such Director or Officer shall
also be entitled to be paid

<PAGE>

the expenses of prosecuting such claim. The failure of the Corporation
(including its Board of Directors or any committee thereof, independent legal
counsel, or stockholders) to make a determination concerning the permissibility
of such indemnification or, in the case of a Director, advancement of Expenses,
under this Article VII shall not be a defense to the action and shall not create
a presumption that such indemnification or advancement is not permissible. It is
the parties' intention that if the Corporation contests any Director's,
Officer's or Non-Officer Employee's right to indemnification, the question of
such Director's, Officer's or Non-Officer Employee's right to indemnification
shall be for the court to decide, and neither the failure of the Corporation
(including its Board of Directors, any committee or subgroup of the Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination that indemnification of such Director, Officer or Non-Officer
Employee is proper in the circumstances because the Director, Officer or
Non-Officer Employee has met the applicable standard of conduct required by
applicable law, nor an actual determination by the Corporation (including its
Board of Directors, any committee or subgroup of the Board of Directors,
independent legal counsel, or its stockholders) that the Director, Officer or
Non-Officer Employee has not met such applicable standard of conduct, shall
create a presumption that such Director, Officer or Non-Officer Employee has or
has not met the applicable standard of conduct.

         7.3 NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and
advancement of Expenses set forth in this Article VII shall not be exclusive of
any other right which any Director, Officer or Non-Officer Employee may have or
hereafter acquire under any statute, provision of the Articles or these By-laws,
agreement, vote of stockholders or Disinterested Directors or otherwise.

         7.4 PARTIAL INDEMNIFICATION. If any Director, Officer or Non-Officer
Employee is entitled under any provision of these By-laws to indemnification by
the Corporation for some or a portion of the expenses, judgments, fines or
penalties actually or reasonably incurred by him in the investigation, defense,
appeal or settlement of any civil or criminal action or proceeding, but not,
however, for the total amount thereof, the Corporation shall nevertheless
indemnify such Director, Officer or Non-Officer Employee for the portion of such
expenses, judgments, fines or penalties to which such Director, Officer or
Non-Officer Employee is entitled.

         7.5 MUTUAL ACKNOWLEDGMENT. By accepting any potential benefits under
this Article VII each Director, Officer or Non-Officer Employee acknowledges
that in certain instances, Federal law or applicable public policy may prohibit
the Corporation from indemnifying its Directors, officers and employees under
these By-laws or otherwise. The Director, Officer or Non-Officer Employee
understands and acknowledges that the Corporation has undertaken and may be
required in the future to undertake with the Securities and Exchange Commission
to submit the question of indemnification to a court in certain circumstances
for a determination of the Corporation's right under public policy to indemnify
Director, Officer or Non-Officer Employee.

<PAGE>

         7.6 INSURANCE. The Corporation may maintain insurance, at its expense,
to protect itself and any Director, Officer or Non-Officer Employee against any
liability of any character asserted against or incurred by the Corporation or
any such Director, Officer or Non-Officer Employee, or arising out of any such
person's Corporate Status, whether or not the Corporation would have the power
to indemnify such person against such liability under the MGCL or the provisions
of this Article VII.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

         8.1 SEAL. The seal of the Corporation shall consist of a flat-faced
circular die, of which there may be any number of counterparts, on which there
shall be engraved the word "Seal" and the name of the Corporation. The Board of
Directors shall have the power to adopt and alter the seal of the Corporation.

         8.2 FISCAL YEAR. The fiscal year of the Corporation shall be a calendar
year or as may otherwise be fixed by the Board of Directors.

         8.3 CHECKS, NOTES AND DRAFTS. Checks, notes, drafts and other orders
for the payment of money shall be signed by such persons as the Board of
Directors from time to time may authorize. When the Board of Directors so
authorizes, however, the signature of any such person may be a facsimile.

         8.4 EXECUTION OF INSTRUMENTS. All deeds, leases, transfers, contracts,
bonds, notes and other obligations to be entered into by the Corporation in the
ordinary course of its business without Director action may be executed on
behalf of the Corporation by the Chairman of the Board, if one is elected, the
President or the Treasurer or any other officer, employee or agent of the
Corporation as the Board of Directors or Executive Committee may authorize.

         8.5 RESIDENT AGENT. The Board of Directors may appoint a resident agent
upon whom legal process may be served in any action or proceeding against the
Corporation.

         8.6 CORPORATE RECORDS. The original or attested copies of the Articles,
By-laws and records of all meetings of the incorporators, stockholders and the
Board of Directors and the stock transfer books, which shall contain the names
of all stockholders, their record addresses and the amount of stock held by
each, may be kept outside the State of Maryland and shall be kept at the
principal office of the Corporation, at the office of its counsel or at an
office of its transfer agent or at such other place or places as may be
designated from time to time by the Board of Directors.

<PAGE>

         8.7 AMENDMENT OF BY-LAWS. Except as provided otherwise by law, these
By-laws may be amended or repealed solely by the Board of Directors by the
affirmative vote of a majority of the Directors then in office.

         8.8 VOTING OF STOCK HELD. Unless otherwise provided by resolution of
the Board of Directors or of the Executive Committee, if any, the Chairman of
the Board, if one is elected, the President or the Treasurer may from time to
time waive notice of and act on behalf of this Corporation, or appoint an
attorney or attorneys or agent or agents of the Corporation, in the name and on
behalf of the Corporation, to cast the vote that the Corporation may be entitled
to cast as a stockholder or otherwise in any other corporation, any of whose
securities may be held by the Corporation, at meetings of the holders of the
shares or other securities of such other corporation, or to consent in writing
to any action by any such other corporation; and the Chairman of the Board, if
one is elected, the President or the Treasurer shall instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent and may execute or cause to be executed on behalf of the Corporation,
and under its corporate seal or otherwise, such written proxies, consents,
waivers or other instruments as may be necessary or proper in the premises. In
lieu of such appointment, the Chairman of the Board, if one is elected, the
President or the Treasurer may himself or herself attend any meetings of the
holders of shares or other securities of any such other corporation and there
vote or exercise any or all power of the Corporation as the holder of such
shares or other securities of such other corporation.

Adopted and effective as of March 17, 1998.