<PAGE>

                              THIRD AMENDED AND RESTATED

                                        BYLAWS

                                          OF

                           MERIDIAN INDUSTRIAL TRUST, INC.

                              --------------------------

<PAGE>

                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>   <C>                                                                    <C>
                                    ARTICLE 1
                                     OFFICES

1.1   Principal Office . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
1.2   Additional Offices . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
                                       
                                   ARTICLE 2
                           MEETINGS OF STOCKHOLDERS

2.1   Place. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
2.2   Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
2.3   Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
2.4   Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -2-
2.5   Scope of Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . -2-
2.6   Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -2-
2.7   Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -2-
2.8   Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -2-
2.9   Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3-
2.10  Voting of Stock by Certain Holders . . . . . . . . . . . . . . . . . . -3-
      2.10.1   Voting Authority and Procedures . . . . . . . . . . . . . . . -3-
      2.10.2   Voting Rights of Certain Control Shares . . . . . . . . . . . -4-
2.11  Inspectors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4-
2.12  Nominations and Stockholder Business . . . . . . . . . . . . . . . . . -4-
      2.12.1   Annual Meetings of Stockholders . . . . . . . . . . . . . . . -4-
      2.12.2   Special Meetings of Stockholders. . . . . . . . . . . . . . . -5-
      2.12.3   General . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
2.13  Voting by Ballot . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-

                                   ARTICLE 3
                                   DIRECTORS

3.1   General Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
3.2   Number, Tenure and Qualifications. . . . . . . . . . . . . . . . . . . -7-
3.3   Annual and Regular Meetings. . . . . . . . . . . . . . . . . . . . . . -7-
3.4   Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
3.5   Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
3.6   Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
3.7   Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
3.8   Telephone Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
3.9   Informal Action by Directors . . . . . . . . . . . . . . . . . . . . . -8-
</TABLE>
                                       (i)

<PAGE>
<TABLE>
<CAPTION>
<S>   <C>                                                                    <C>
3.10  Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
3.11  Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
3.12  Loss of Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
3.13  Surety Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
3.14  Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
3.15  Certain Rights of Directors, Officers, Employees and Agents. . . . . . -9-

                                  ARTICLE 4
                                 COMMITTEES
4.1   Number and Tenure. . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
4.2   Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
4.3   Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
4.4   Telephone Meetings . . . . . . . . . . . . . . . . . . . . . . . . . .-10-
4.5   Informal Action by Committees. . . . . . . . . . . . . . . . . . . . .-10-
4.6   Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-10-

                                   ARTICLE 5
                                   OFFICERS

5.1   General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . .-10-
5.2   Removal and Resignation. . . . . . . . . . . . . . . . . . . . . . . .-10-
5.3   Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-11-
5.4   Chairman of the Board. . . . . . . . . . . . . . . . . . . . . . . . .-11-
5.5   President. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-11-
5.6   Chief Executive Officer. . . . . . . . . . . . . . . . . . . . . . . .-11-
5.7   Chief Financial Officer. . . . . . . . . . . . . . . . . . . . . . . .-11-
5.8   Chief Operating Officer. . . . . . . . . . . . . . . . . . . . . . . .-11-
5.9   Vice Presidents. . . . . . . . . . . . . . . . . . . . . . . . . . . .-11-
5.10  Secretary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-12-
5.11  Treasurer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-12-
5.12  Assistant Secretaries and Assistant Treasurers . . . . . . . . . . . .-12-
5.13  Salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-13-

                                   ARTICLE 6
                   CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.1   Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-13-
6.2   Checks and Drafts. . . . . . . . . . . . . . . . . . . . . . . . . . .-13-
6.3   Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-13-

*                                      (ii)

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>   <C>                                                                    <C>
                                   ARTICLE 7
                                     STOCK

7.1   Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-13-
7.2   Transfers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-14-
7.3   Replacement Certificates . . . . . . . . . . . . . . . . . . . . . . .-14-
7.4   Closing of Transfer Books or Fixing of Record Date . . . . . . . . . .-14-
7.5   Stock Ledger . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-15-
7.6   Fractional Stock; Issuance of Units. . . . . . . . . . . . . . . . . .-15-

                                   ARTICLE 8
                                ACCOUNTING YEAR

                                  ARTICLE 9
                                DISTRIBUTIONS

9.1   Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . . . .-16-
9.2   Contingencies. . . . . . . . . . . . . . . . . . . . . . . . . . . . .-16-

                                  ARTICLE 10
                              INVESTMENT POLICY

                                  ARTICLE 11
                                    SEAL

11.1  Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-16-
11.2  Affixing Seal. . . . . . . . . . . . . . . . . . . . . . . . . . . . .-16-
                                       
                                 ARTICLE 12
                 INDEMNIFICATION AND ADVANCES FOR EXPENSES

                                 ARTICLE 13
                             WAIVER OF NOTICE
</TABLE>

                                   (iii)

<PAGE>

                                 ARTICLE 14
                             AMENDMENT OF BYLAWS


                                       (iv)

<PAGE>

                          THIRD AMENDED AND RESTATED
                                       
                                    BYLAWS
                                       
                                      OF
                                       
                        MERIDIAN INDUSTRIAL TRUST, INC.
                                       
                          --------------------------
                                       
                                   ARTICLE 1
                                    OFFICES

     1.1   PRINCIPAL OFFICE.  The principal office of Meridian Industrial 
Trust, Inc. (the "Corporation") shall be located at such place or places as 
the Board of Directors may designate.

     1.2   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 2
                            MEETINGS OF STOCKHOLDERS

     2.1   PLACE.  All meetings of stockholders shall be held at the 
principal office of the Corporation or at such other place within the United 
States as shall be stated in the notice of the meeting.

     2.2   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, provided that the annual 
meeting for 1996 shall be held during the month of June 1996.

     2.3   SPECIAL MEETINGS.  The chairman of the board, if there be one, 
president or Board of Directors may call special meetings of the 
stockholders.  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 or as otherwise provided in any Articles 
Supplementary, Articles of Amendment or Articles of Amendment and Restatement 
with respect to the rights of any class or series of stock then outstanding.  
Such request shall state the purpose of such meeting and the matters proposed 
to be acted on at such meeting.  Except as otherwise provided in any Articles 
Supplementary, Articles of Amendment or Articles of Amendment and Restatement 
with respect to the rights of any class or series of stock then outstanding, 
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.  Unless 
requested by the stockholders entitled to cast a majority of all the votes 
entitled 

<PAGE>

to be cast at such meeting, a special meeting need not be called to consider 
any matter which is substantially the same as a matter voted on at any 
special meeting of the stockholders held during the preceding twelve months.  
The provisions of this Section 2.3 are subject to the provisions of Section 
2.12 of these Bylaws.

     2.4   NOTICE.  Not less than ten nor more than 90 days before each 
meeting of stockholders, the secretary shall give to each stockholder 
entitled to vote at such meeting and to each stockholder not entitled to vote 
who is entitled to notice of the meeting written or printed notice stating 
the time and place of the meeting and, in the case of a special meeting or as 
otherwise may be required by any statute, the purpose for which the meeting 
is called, either by mail or by presenting it to such stockholder personally 
or by leaving it at his residence or usual place of business.  If mailed, 
such notice shall be deemed to be given when deposited in the United States 
mail addressed to the stockholder at his post office address as it appears on 
the records of the Corporation, with postage thereon prepaid.

     2.5   SCOPE OF NOTICE.  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.

     2.6   ORGANIZATION.  At every meeting of stockholders, the chairman of 
the board, if there be one, shall conduct the meeting or, in the case of 
vacancy in office or absence of the chairman of the board, one of the 
following officers present shall conduct the meeting in the order stated: the 
vice chairman of the board, if there be one, the president, the vice 
presidents in their order of rank and seniority, or a chairman chosen by the 
stockholders entitled to cast a majority of the votes which all stockholders 
present in person or by proxy are entitled to cast, shall act as chairman 
(which person need not, in the case of a meeting of stockholders of any 
series of preferred stock then outstanding, be an officer of the 
Corporation), and the secretary, or, in his absence, an assistant secretary, 
or in the absence of both the secretary and assistant secretaries, a person 
appointed by the chairman shall act as secretary.

     2.7   QUORUM.  At any meeting of stockholders, the presence in person or 
by proxy of stockholders entitled to cast a majority of all the votes 
entitled to be cast at such meeting shall constitute a quorum; but this 
Section 2.7 shall not affect any requirement under any statute or the charter 
of the Corporation for the vote necessary for the adoption of any measure.  
If, however, such quorum shall not be present at any meeting of the 
stockholders, the 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.

     2.8   VOTING.  A plurality of all the votes cast at a meeting of 
stockholders duly called and at which a quorum is present shall be sufficient 
to elect a director.  Each share may be voted for as 

                                       -2-

<PAGE>

many individuals as there are directors to be elected and for whose election 
the share is entitled to be voted; provided, however, that no stockholder 
shall be entitled to cumulative voting.  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.

     2.9   PROXIES.  A stockholder may vote the 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.

     2.10  VOTING OF STOCK BY CERTAIN HOLDERS.

           2.10.1   VOTING AUTHORITY AND PROCEDURES.

           (a)   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 chairman of the board, if there be one, 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 board of directors of such corporation or the governing body of such 
other entity or pursuant to an agreement of the partners of a partnership, as 
the case may be, presents a certified copy of such bylaw, resolution or 
agreement, in which case such person may vote such stock. Any director or 
other fiduciary may vote stock registered in his name as such fiduciary, 
either in person or by proxy.

           (b)   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.

           (c)   The Board of Directors may adopt by resolution a procedure 
by which a stockholder may certify in writing to the Corporation that any 
shares of stock registered in the name of the stockholder are held for the 
account of a specified person other than the stockholder.  The resolution 
shall set forth the class of stockholders who may make the certification, the 
purpose for which the certification may be made, the form of certification 
and the information to be contained in it; if the certification is with 
respect to a record date or closing of the stock transfer books, the time 
after the record date or closing of the stock transfer books within which the 
certification must be received by the Corporation; and any other provisions 
with respect to the procedure which the Board of Directors considers 
necessary or desirable.  On receipt of such certification, the person 
specified 

                                       -3-

<PAGE>

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.

           2.10.2   VOTING RIGHTS OF CERTAIN CONTROL SHARES. Notwithstanding 
any other provision of the charter of the Corporation or these Bylaws, 
Subtitle 7 of Title 3 of the Maryland General Corporation Law or any 
successor statute (the "Maryland General Corporation Law") shall not apply to 
any acquisition of shares of stock of the Corporation by (a) Hunt 
Acquisitions Partners, Ltd., a Delaware limited partnership, RRH Corporation, 
a Delaware corporation (or any affiliate thereof), or Ray L. Hunt (or any 
affiliate of Ray L. Hunt) (individually and collectively referred to as 
"Hunt"), (b) USAA Real Estate Company, a Delaware corporation, or United 
Services Automobile Association (or any direct or indirect subsidiary 
thereof) (individually and collectively referred to as "USAA"), (c) The 
Prudential Insurance Company of America, a New Jersey insurance company 
("Prudential"), or (d) State Street Bank and Trust Company, as Trustee for 
Ameritech Pension Trust ("Ameritech").  This Section 2.10.2 may not be 
amended or repealed, in whole or in part, at any time, whether before or 
after an acquisition of "control shares" (as defined under the Maryland 
General Corporation Law) by Hunt, USAA, Prudential or Ameritech, without the 
prior written consent of such entities.

     2.11  INSPECTORS.  At any meeting of stockholders, the chairman of the 
meeting may, or upon the request of any  stockholder shall, appoint one or 
more persons as inspectors for such meeting.  Such inspectors shall ascertain 
and report the number of shares represented at the meeting based upon their 
determination of the validity and effect of proxies, count all votes, report 
the results and perform such other acts as are proper to conduct the election 
and voting with impartiality and fairness to all the stockholders.

           Each report of an inspector shall be in writing and signed by him 
or by a majority of them if there is more than one inspector acting at such 
meeting.  If there is more than one inspector, the report of a majority shall 
be the report of the inspectors.  The report of the inspector or inspectors 
on the number of shares represented at the meeting and the results of the 
voting shall be PRIMA FACIE evidence thereof.

     2.12  NOMINATIONS AND STOCKHOLDER BUSINESS.

           2.12.1   ANNUAL MEETINGS OF STOCKHOLDERS.

           (a)   Nominations of persons for election to the Board of 
Directors and the proposal of business to be considered by the stockholders 
may be made at an annual meeting of stockholders (i) pursuant to the 
Corporation's notice of meeting, (ii) by or at the direction of the Board of 
Directors, (iii) as provided in any Articles Supplementary, Articles of 
Amendment or Articles of Amendment and Restatement with respect to the rights 
of any class or series of stock then outstanding, or (iv) by any stockholder 
of the Corporation who was a stockholder of record at the time of giving of 
notice provided for in this Section 2.12.1, who is entitled to vote at the 
meeting and who complied with the notice procedures set forth in this Section 
2.12.1.

                                       -4-

<PAGE>

           (b)   For nominations or other business to be properly brought 
before an annual meeting by a stockholder pursuant to clause (iv) of Section 
2.12.1(a), the stockholder must have given timely notice thereof in writing 
to the secretary of the Corporation.  To be timely, a stockholder's notice 
shall be delivered to the secretary at the principal executive offices of the 
Corporation not less than 60 days nor more than 90 days prior to the first 
anniversary of the preceding year's annual meeting; provided, however, that 
in the event that the date of the annual meeting is advanced by more than 30 
days or delayed by more than 60 days from such anniversary date, notice by 
the stockholder to be timely must be so delivered not earlier than the 90th 
day prior to such annual meeting and not later than the close of business on 
the later of the 60th day prior to such annual meeting or the tenth day 
following the day on which public announcement of the date of such meeting is 
first made.  Such stockholder's notice shall set forth: (i) as to each person 
whom the stockholder proposes to nominate for election or reelection as a 
director, all information relating to such person that is required to be 
disclosed in solicitations of proxies for election of directors, or is 
otherwise required, in each case pursuant to Regulation 14A under the 
Securities Exchange Act of 1934, as amended (the "Exchange Act") (including 
such person's written consent to being named in the proxy statement as a 
nominee  and to serving as a director if elected); (ii) as to any other 
business that the stockholder proposes to bring before the meeting, a brief 
description of the business desired to be brought before the meeting, the 
reasons for conducting such business at the meeting and any material interest 
in such business of such stockholder and of the beneficial owner, if any, on 
whose behalf the proposal is made; and (iii) as to the stockholder giving the 
notice and the beneficial owner, if any, on whose behalf the nomination or 
proposal is made, (x) the name and address of such stockholder, as they 
appear on the Corporation's books, and of such beneficial owner and (y) the 
number of shares of each class of stock of the Corporation which are owned 
beneficially and of record by such stockholder and such beneficial owner.

           (c)   Notwithstanding anything in the second sentence of Section 
2.12.1(b) to the contrary, subject to the rights of the holders of shares of 
any class or series of stock then outstanding, in the event that the number 
of directors to be elected to the Board of Directors is increased and there 
is no public announcement naming all of the nominees for director or 
specifying the size of the increased Board of Directors made by the 
Corporation at least 70 days prior to the first anniversary of the preceding 
year's annual meeting, a stockholder's notice required by this Section 2.12.1 
shall also be considered timely, but only with respect to nominees for any 
new positions created by such increase, if it shall be delivered to the 
secretary at the principal executive offices of the Corporation not later 
than the close of business on the tenth day following the day on which such 
public announcement is first made by the Corporation.

           2.12.2   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. 
Subject to the rights of the holders of shares of any class or series of 
stock then outstanding, nominations of persons for election to the Board of 
Directors may be made at a special meeting of stockholders at which directors 
are to be elected (i) pursuant to the Corporation's notice of meeting, (ii) 
by or at the direction of the Board of Directors or (iii) provided that the 
Board of Directors has determined that directors shall be elected at such 
special meeting, by 

                                       -5-

<PAGE>

any stockholder of the Corporation who is a stockholder of record at the time 
of giving of notice for in this Section 2.12.2, who is entitled to vote at 
the meeting and who complied with the notice procedures set forth in this 
Section 2.12.2. Subject to the rights of the holders of shares of any class 
or series of stock then outstanding, in the event the Corporation calls a 
special meeting of stockholders for the purpose of electing one or more 
directors to the Board of Directors, any such stockholder may nominate a 
person or persons (as the case may be) for election to such position as 
specified in the Corporation's notice of meeting, if the stockholder's notice 
containing the information required by Section 2.12.1(b) shall be delivered 
to the secretary at the principal executive offices of the Corporation not 
earlier than the 90th day prior to such special meeting and not later than 
the close of business on the later of the 60th day prior to such special 
meeting or the tenth day following the date 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.

           2.12.3   GENERAL.

           (a)   Only such persons who are nominated in accordance with the 
procedures set forth in this Section 2.12 shall be eligible to serve as 
directors and only such business shall be conducted at a meeting of 
stockholders as shall have been brought before the meeting in accordance with 
the procedures set forth in this Section 2.12.  The presiding officer of the 
meeting shall have the power and duty to determine whether a nomination or 
any business proposed to be brought before the meeting was made in accordance 
with the procedures set forth in this Section 2.12 and, if any proposed 
nomination or business is not in compliance with this Section 2.12, to 
declare that such defective nomination or proposal be disregarded.

           (b)   For purposes of this Section 2.12, "public announcement" 
shall mean disclosure in a press release reported by the Dow Jones News 
Service, Associated Press or comparable news service or in a document 
publicly filed by the Corporation with the Securities and Exchange Commission 
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

           (c)   Notwithstanding the foregoing provisions of this Section 
2.12, 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 2.12.  Nothing in this 
Section 2.12 shall be deemed to affect any rights of stockholders to request 
inclusion of proposals in, or the rights of the Corporation to omit proposals 
from, the Corporation's proxy statement pursuant to Rule 14a-8 under the 
Exchange Act.

     2.13  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.

                                       -6-

<PAGE>

                                    ARTICLE 3
                                    DIRECTORS

     3.1   GENERAL POWERS.  The business and affairs of the Corporation shall 
be managed under the direction of its Board of Directors.

     3.2   NUMBER, TENURE AND QUALIFICATIONS.  Except as otherwise provided 
in any Articles Supplementary, Articles of Amendment or Articles of Amendment 
and Restatement with respect to the rights of any class or series of stock 
then outstanding, 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 or the charter of the Corporation, nor more than 15, 
and further provided that the tenure of office of a director shall not be 
affected by any decrease in the number of directors.

     3.3   ANNUAL AND REGULAR MEETINGS.  An annual meeting of the Board of 
Directors shall be held immediately after and at the same place as the annual 
meeting of stockholders, no notice other than this Bylaw being necessary.  
The Board of Directors may provide, by resolution, the time and place, either 
within or without the State of Maryland, for the holding of regular meetings 
of the Board of Directors without other notice than such resolution.

     3.4   SPECIAL MEETINGS.  Special meetings of the Board of Directors may 
be called by or at the request of the chairman of the board, if there be one, 
president or by any two directors then in office.  The person or persons 
authorized to call special meetings of the Board of Directors may fix any 
place, either within or without the State of Maryland, as the place for 
holding any special meeting of the Board of Directors called by them.

     3.5   NOTICE.  Notice of any special meeting of the Board of Directors 
shall be delivered personally or by telephone, facsimile transmission, United 
States mail or courier to each director at his business or residence address. 
 Notice by personal delivery, by telephone or a facsimile transmission shall 
be given at least 24 hours prior to the meeting.  Notice by mail shall be 
given at least three days prior to the meeting and shall be deemed to be 
given when deposited in the United States mail properly addressed, with 
postage thereon prepaid.  Telephone notice shall be deemed to be given when 
the director is personally given such notice in a telephone call to which he 
is a party.  Facsimile transmission notice shall be deemed to be given upon 
completion of the transmission of the message to the number given to the 
Corporation by the director and receipt of a completed answer-back indicating 
receipt. Neither the business to be transacted at, nor the purpose of, any 
annual, regular or special meeting of the Board of Directors need be stated 
in the notice, unless specifically required by statute or these Bylaws.

     3.6   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 

                                       -7-

<PAGE>

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 Board of 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.

     3.7   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.

     3.8   TELEPHONE MEETINGS.  Directors may participate in a meeting by 
means of a conference telephone or similar communications equipment if all 
persons participating in the meeting can hear each other at the same time. 
Participation in a meeting by these means shall constitute presence in person 
at the meeting.

     3.9   INFORMAL ACTION 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.

     3.10  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).  Subject to the rights of the holders of shares of 
any class or series of stock then outstanding, 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, although such 
majority is less than a quorum.  Subject to the rights of the holders of 
shares of any class or series of stock then outstanding, 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.  Except as 
otherwise provided in any Articles Supplementary, Articles of Amendment, or 
Articles of Amendment and Restatement with respect to any class or series of 
stock then outstanding, any individual so elected as director shall hold 
office until the next annual meeting of stockholders and until his successor 
is elected and qualifies. 

     3.11  COMPENSATION.  Directors shall not receive any stated salary for
their services as directors (including services on committees of the Board
of Directors) but, by resolution of the Board of Directors, may receive
fixed sums (which may be payable in cash or securities of the Corporation)
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 (including services on
committees of the Board of 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 

                                       -8-

<PAGE>

shall be construed to preclude any directors from serving the Corporation in 
any other capacity and receiving compensation therefor.

     3.12  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.

     3.13  SURETY BONDS.  Unless required by law, no director shall be 
obligated to give any bond or surety or other security for the performance of 
any of his duties.

     3.14  RELIANCE.  Each director, officer, employee and agent of the 
Corporation shall, in the performance of his duties with respect to the 
Corporation, be fully justified and protected with regard to any act or 
failure to act in reliance in good faith upon the books of account or other 
records of the Corporation, upon an opinion of counsel or upon reports made 
to the Corporation by any of its officers or employees or by the adviser, 
accountants, appraisers or other experts or consultants selected by the Board 
of Directors or officers of the Corporation, regardless of whether such 
counsel or expert may also be a director.

     3.15  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.  Except as otherwise set forth in any policy duly 
adopted by the Board of Directors (which may be amended from time to time 
after adoption by the Board), any director, officer, employee or agent of the 
Corporation, in his 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 4
                                   COMMITTEES

     4.1   NUMBER AND TENURE.  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.

     4.2   POWERS.  The Board of Directors may delegate to committees 
appointed under Section 4.1 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 may fix the time and place of 
its meeting unless the Board shall otherwise provide. Each committee shall 
keep minutes of its proceedings.

                                       -9-

<PAGE>

     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.  The Board of Directors shall have the power at any 
time to change the membership of any committee, to fill all vacancies, to 
designate alternate members to replace any absent or disqualified member or 
to dissolve any such committee.

                                    ARTICLE 5
                                    OFFICERS

     5.1   GENERAL PROVISIONS.  The officers of the Corporation shall include 
a chief executive officer, a president, a secretary and a treasurer and may 
include a chairman of the board, a vice chairman of the board, a chief 
financial officer, one or more vice presidents, a chief operating officer, 
one or more assistant secretaries and one or more assistant treasurers.  In 
addition, the Board of Directors may from time to time appoint such other 
officers with such powers and duties as they shall deem necessary or 
desirable.  The officers of the Corporation shall be elected annually by the 
Board of Directors at the first meeting of the Board of Directors held after 
each annual meeting of  stockholders, except that the chairman of the board, 
if there be one, or president, if there is no chairman of the board, may 
appoint one or more vice presidents, assistant secretaries and assistant 
treasurers.  If the election of officers shall not be held at such meeting, 
such election shall be held as soon thereafter as may be convenient.  Each 
officer shall hold office until his successor is elected and qualifies or 
until his death, resignation or removal in the manner hereinafter provided.  
Any two or more offices except president and vice president may be held by 
the same person.  In its discretion, the Board of Directors may leave 
unfilled on a permanent or temporary basis any office except that of chief 
executive officer, president, treasurer and secretary.  Election of an 
officer or agent shall not of itself create contract rights between the 
Corporation and such officer or agent.

     5.2   REMOVAL AND RESIGNATION.  Any officer or agent of the Corporation 
may be removed by the Board of Directors if in its judgment the best 
interests of the Corporation would be served thereby, but such removal shall 
be without prejudice to the contract rights, if any, of the person so 
removed.  Any officer of the Corporation may resign at any time by giving 
written notice of his resignation to the Board of Directors, the chairman of 
the board, if there be one, the president or the secretary.  Any resignation 
shall take effect at any time subsequent to the time specified therein or, if 
the time when it shall become effective is not specified therein, immediately 
upon its receipt.  The acceptance of a resignation shall not be necessary to 
make it effective unless otherwise stated in the 

                                       -10-

<PAGE>

resignation.  Such resignation shall be without prejudice to the contract 
rights, if any, of the Corporation.

     5.3   VACANCIES.  A vacancy in any office may be filled by the Board of 
Directors for the balance of the term.

     5.4   CHAIRMAN OF THE BOARD.  The chairman of the board, if such an 
officer be elected, shall, if present, preside at all meetings of the 
stockholders and at all meetings of the Board of Directors and exercise and 
perform such other powers and duties as may be from time to time be assigned 
to such person by the Board of Directors or prescribed by the Bylaws.  The 
chairman of the board shall in addition be the chief executive officer of the 
Corporation and shall have the powers and duties prescribed in Section 5.6, 
unless the president has been so designated the chief executive officer.

     5.5   PRESIDENT.  In the absence of the chairman of the board, or if 
there be none, the president shall preside at all meetings of the 
stockholders and at all meetings of the Board of Directors.  The president 
shall have the responsibilities and duties as set forth by the Board of 
Directors or the chairman of the board (if there be one and if the chairman 
of the board is the chief executive officer).  If there is a chairman of the 
board, the president may be the chief executive officer of the Corporation, 
if so designated by the Board of Directors.  If there is no chairman of the 
board, the president shall be the chief executive officer.

     5.6   CHIEF EXECUTIVE OFFICER.  The chief executive officer, subject to 
the control of the Board of Directors, shall have general supervision, 
direction and control of the business and other officers of the Corporation.  
The chief executive officer may execute any deed, mortgage, bond, contract or 
other instrument, except as otherwise required by law or 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.

     5.7   CHIEF FINANCIAL OFFICER.  The chief financial officer, if such an 
officer is elected,shall have the responsibilities and duties as set forth by 
the Board of Directors, the chairman of the board, if there be one, or the 
president. 

     5.8   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, the 
chairman of the board, if there be one, or the president.

     5.9   VICE PRESIDENTS.  In the absence of the president or in the event 
of a vacancy in such office, the vice president (or in the event there be 
more than one vice president, the vice presidents in the order designated at 
the time of their election or, in the absence of any designation, then in the 
order of their election) shall perform the duties of the president and when 
so acting shall have all the powers of and be subject to all the restrictions 
upon the president; and shall perform such other duties as from time to time 
may be assigned to him by the Board of Directors, the chairman of the 

                                       -11-

<PAGE>

board, if there be one, or the president. The Board of Directors may 
designate one or more vice presidents as executive vice president or as vice 
president for particular areas of responsibility.

     5.10  SECRETARY.  The secretary shall: (a) keep the minutes of the 
proceedings of the stockholders, the Board of Directors and committees of the 
Board of Directors in one or more books provided for that purpose; (b) 
provide 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, or cause the 
Corporation's transfer agent to keep a record, of the post office address of 
each stockholder which shall be furnished to the secretary or transfer agent 
by such stockholder; (e) have general charge, or cause the Corporation's 
transfer agent to have general charge, of the share transfer books of the 
Corporation; and (f) in general perform such other duties as from time to 
time may be assigned to him by the Board of Directors, the chairman of the 
board, if there be one, or the president.

     5.11  TREASURER.  The treasurer shall have the custody of the funds and 
securities of the Corporation and shall keep full and accurate accounts of 
receipts and disbursements in books belonging to the Corporation and shall 
deposit all moneys and other valuable effects in the name and to the credit 
of the Corporation in such depositories as may be designated by the Board of 
Directors.  In the absence of a designation of a chief financial officer by 
the Board of Directors, the treasurer shall be the chief financial officer of 
the Corporation.

     The treasurer shall disburse the funds of the Corporation as may be 
ordered by the Board of Directors, taking proper vouchers for such 
disbursements, and shall render to chairman of the board, if there be one, 
the president and Board of Directors, at the regular meetings of the Board of 
Directors or whenever the chairman of the board, president or Board of 
Directors may so require, an account of all the treasurer's transactions and 
of the financial condition of the Corporation.

     If required by the Board of Directors, the chairman of the board, if 
there be one, or the president, 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 the 
office of treasurer and for the restoration to the Corporation, in case of 
the treasurer's death, resignation, retirement or removal from office, of all 
books, papers, vouchers, moneys and other property of whatever kind in the 
treasurer's possession or under the treasurer's control belonging to the 
Corporation.

     5.12  ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.  The assistant 
secretaries and assistant treasurers, in general, shall perform such duties 
as shall be assigned to them by the secretary or treasurer, respectively, or 
by the chairman of the board, if there be one, the president or the Board of 
Directors.  The assistant treasurers shall, if required by the Board of 
Directors, the chairman of the board, if there be one, or the president, 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, 
chairman of the board or president.

                                       -12-

<PAGE>

     5.13  SALARIES.  The salaries and other compensation of the officers 
shall be fixed from time to time by the Board of Directors and no officer 
shall be prevented from receiving such salary or other compensation by reason 
of the fact that such officer is also a director.

                                    ARTICLE 6
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     6.1   CONTRACTS.  The Board of Directors may authorize any officer or 
agent to enter into any contract or to execute and deliver any instrument in 
the name of and on behalf of the Corporation and such authority may be 
general or confined to specific instances.  Any agreement, deed, mortgage, 
lease or other document executed by one or more of the directors or by an 
authorized person shall be valid and binding upon the Board of Directors and 
upon the Corporation when authorized or ratified by action of the Board of 
Directors.

     6.2   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.

     6.3   DEPOSITS.  All funds of the Corporation not otherwise employed 
shall be deposited from time to time to the credit of the Corporation in such 
banks, trust companies or other depositories as the Board of Directors may 
designate.

                                    ARTICLE 7
                                      STOCK

     7.1   CERTIFICATES.  A certificate or certificates representing the 
number of shares of each class of stock held by each stockholder shall be 
issued and transferred in accordance with these Bylaws; provided, however, 
that the Corporation may elect to issue shares of stock to any stockholder in 
uncertificated form unless a stockholder requests that the Corporation issue 
certificates which represent and certify such shares to such stockholder.  If 
shares of any class of stock held by a stockholder are issued by the 
Corporation in uncertificated form, the Corporation shall provide such 
stockholder with a written statement which contains the information required 
under applicable law, including the information required under Section 2-211 
of the Maryland General Corporation Law and the Maryland Uniform Commercial 
Code, if applicable.  Each certificate representing shares of stock of the 
Corporation shall be signed by the chairman of the board, if there be one, 
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 actual corporate seal, if any, of the Corporation or a 
facsimile of it or in any other form.  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 

                                       -13-

<PAGE>

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.

     7.2   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 an initial transaction statement or 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.

     7.3   REPLACEMENT CERTIFICATES.  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 such officer's 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 such officer 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.

     7.4   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 

                                       -14-

<PAGE>

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 7.4, 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.

     7.5   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.

     7.6   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 Corporation's 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.

                                       -15-

<PAGE>

                                    ARTICLE 8
                                 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 9
                                  DISTRIBUTIONS

     9.1   AUTHORIZATION.  Dividends and other distributions upon the stock 
of the Corporation may be authorized and declared by the Board of Directors, 
subject to the provisions of law and the charter 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.

     9.2   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, determine to 
be proper as a reserve fund for contingencies, for equalizing dividends or 
other distributions, for repairing or maintaining any property of the 
Corporation or for such other purpose as the Board of Directors shall 
determine to be in the best interest of the Corporation, and the Board of 
Directors may modify or abolish any such reserve in the manner in which it 
was created.

                                   ARTICLE 10
                                INVESTMENT POLICY

     Subject to the provisions of the charter of the Corporation, the Board 
of Directors may from time to time adopt, amend, revise or terminate any 
policy or policies with respect to investments by the Corporation as it shall 
deem appropriate in its sole discretion.

                                   ARTICLE 11
                                      SEAL

     11.1  SEAL.  The Board of Directors may authorize the adoption of a seal 
for use 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.

     11.2  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.

                                       -16-

<PAGE>

                                   ARTICLE 12
                    INDEMNIFICATION AND ADVANCES FOR EXPENSES

     To the maximum extent permitted by Maryland law in effect from time to 
time, the Corporation, without requiring a preliminary determination of the 
ultimate entitlement to indemnification, shall indemnify and shall pay or 
reimburse reasonable expenses (including court costs, attorneys' fees and 
related disbursements) 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 such 
individual's 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, partnership, joint venture, trust, employee 
benefit plan or any other enterprise as a director, officer, partner or 
trustee of such corporation, partnership, joint venture, trust, employee 
benefit plan or other enterprise and who is made a party to the proceeding by 
reason of such individual's 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 12, nor the adoption or 
amendment of any other provision of the Bylaws or the charter of the 
Corporation inconsistent with this Article 12, 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.

     Notwithstanding any amendment or repeal of this Article 12, upon the 
prior approval of the Board of Directors, the Corporation may enter into 
contracts with any or all of its directors and officers and with other 
parties regarding indemnification and advancement of expenses.

                                   ARTICLE 13
                                WAIVER OF NOTICE

     Whenever any notice is required to be given pursuant to the charter of 
the Corporation or these Bylaws or pursuant to applicable law, a waiver 
thereof in writing, signed by the person or persons entitled to such notice, 
whether before or after the time stated therein, shall be deemed equivalent 
to the giving of such notice.  Neither the business to be transacted at nor 
the purpose of any meeting need be set forth in the waiver of notice, unless 
specifically required by statute.  The attendance of any person at any 
meeting shall constitute a waiver of notice of such meeting, except where 
such person attends a meeting for the express purpose of objecting to the 
transaction of any business on the ground that the meeting is not lawfully 
called or convened.

                                       -17-

<PAGE>

                                   ARTICLE 14
                               AMENDMENT OF BYLAWS

     Except as otherwise provided herein, the Board of Directors shall have 
the exclusive power to adopt, alter or repeal any provision of these Bylaws, 
to adopt additional Bylaws and to amend and restate these Bylaws.

     The foregoing are certified as the Bylaws of the Corporation adopted by 
the Board of Directors as of May 15, 1998.


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