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                                                                     Exhibit 3.3



                                                                Amended through:
                                                               February 13, 2003

                                     BYLAWS

                                       OF

                      CORNERSTONE REALTY INCOME TRUST, INC.

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<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
     <S>                                                                                                        <C>
                                                                                                               Page

   ARTICLE I THE COMPANY; DEFINITIONS                                                                             1
   1.1        Name.                                                                                               1
   1.2        Nature of Company.                                                                                  1
   1.3        Definitions.                                                                                        1
   ARTICLE II MINIMUM CAPITAL                                                                                     3
   2.1        Minimum Capital.                                                                                    3
   ARTICLE III OFFICES; FISCAL YEAR                                                                               3
   3.1        Principal Office.                                                                                   3
   3.2        Other Offices.                                                                                      3
   3.3        Fiscal Year.                                                                                        3
   ARTICLE IV MEETINGS OF SHAREHOLDERS                                                                            3
   4.1        Place of Meetings.                                                                                  3
   4.2        Annual Meetings.                                                                                    3
   4.3        Special Meetings.                                                                                   4
   4.4        Notice; Affidavit of Notice.                                                                        4
   4.5        Record Date for Shareholder Notice, Voting and Giving Consents.                                     5
   4.6        Adjourned Meetings; Notice.                                                                         5
   4.7        Voting at Meetings of Shareholders.                                                                 6
   4.8        Quorum.                                                                                             6
   4.9        Waiver of Notice or Consent of Absent Shareholders.                                                 6
   4.10       Action Without Meeting.                                                                             6
   4.11       Proxies.                                                                                            7
   4.12       Inspectors of Election.                                                                             7
   ARTICLE V DIRECTORS                                                                                            8
   5.1        Powers.                                                                                             8
   5.2        Number, Tenure and Qualifications.                                                                  8
   5.3        Nomination of Directors.                                                                            9
   5.4        Vacancies.                                                                                         10
   5.5        Place of Board Meeting.                                                                            10
   5.6        Annual Meeting.                                                                                    11
   5.7        Special Meetings.                                                                                  11
   5.8        Adjournment.                                                                                       11
   5.9        Notice of Adjournment.                                                                             11
   5.10       Entry of Notice.                                                                                   11
   5.11       Waiver of Notice.                                                                                  11
   5.12       Quorum.                                                                                            11
   5.13       Fees and Compensation.                                                                             12
</TABLE>

                                       i

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<TABLE>
<CAPTION>
      <S>                                                                                                        <C>
   5.14       Action Without Meeting.                                                                            12
   5.15       Independent Directors.                                                                             12
   5.16       Removal of Director for Cause.                                                                     12
   5.17       Removal of Director Without Cause.                                                                 12
   5.18       Committees.                                                                                        12
   5.19       Fiduciary Relationship.                                                                            13
   5.20       Preferred Shares and Other Securities.                                                             13
   ARTICLE VI OFFICERS                                                                                           13
   6.1        Officers.                                                                                          13
   6.2        Election.                                                                                          13
   6.3        Subordinate Officers.                                                                              13
   6.4        Removal and Resignation.                                                                           14
   6.5        Vacancies.                                                                                         14
   6.6        Chairman of the Board.                                                                             14
   6.7        Chief Executive Officer, President and Divisional Presidents.                                      14
   6.8        Vice Presidents.                                                                                   14
   6.9        Secretary.                                                                                         14
   6.10       Assistant Secretaries.                                                                             15
   6.11       Chief Financial Officer.                                                                           15
   6.12       Assistant Chief Financial Officers.                                                                15
   ARTICLE VII SHARES                                                                                            15
   7.1        Registered Ownership, Share Certificates and Shares in Uncertificated  Form.                       15
   7.2        Transfer of Shares.                                                                                16
   7.3        Disclosures by Holders of Securities; Redemption of Securities.                                    17
   7.4        Right to Refuse to Transfer the Securities.                                                        17
   7.5        Limitation on Acquisition of Securities.                                                           17
   7.6        Lost or Destroyed Certificates.                                                                    19
   7.7        Dividend Record Date and Closing Stock Books.                                                      19
   7.8        Dividend Reinvestment Plan.                                                                        19
   ARTICLE VIII RESTRICTIONS ON ACTIVITIES                                                                       19
   8.1        Restrictions for Regulatory Compliance.                                                            19
   ARTICLE IX TRANSACTIONS WITH AFFILIATES; CERTAIN DUTIES AND LIABILITIES                                       20
   9.1        Transactions with Affiliates.                                                                      20
   9.2        Restriction of Duties and Liabilities.                                                             20
   9.3        Persons Dealing with Directors or Officers.                                                        20
   9.4        Reliance.                                                                                          20
   9.5        Income Tax Status.                                                                                 21
</TABLE>

                                       ii

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<TABLE>
<CAPTION>
       <S>                                                                                                      <C>
   ARTICLE X MISCELLANEOUS                                                                                       21
   10.1       Competing Programs.                                                                                21
   10.2       Corporate Seal.                                                                                    21
   10.3       Inspection of Bylaws.                                                                              21
   10.4       Inspection of Corporate Records.                                                                   21
   10.5       Checks, Drafts, Etc.                                                                               21
   10.6       Contracts, Etc., How Executed.                                                                     21
   10.7       Representation of Shares of Other Corporations.                                                    22
   10.8       Annual Report.                                                                                     22
   10.9       Quarterly Reports.                                                                                 22
   10.10      Other Reports.                                                                                     22
   10.11      Provisions in Conflict with Law or Regulation; Amendment Generally.                                22
   10.12      Voluntary Dissolution.                                                                             23
   10.13      Distributions.                                                                                     23
   10.14      Shareholder Liability.                                                                             23
   10.15      Certain NYSE Requirements.                                                                         23
</TABLE>



                                      iii

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ARTICLE I

                            THE COMPANY; DEFINITIONS

     1.1 Name. The name of the corporation is CORNERSTONE REALTY INCOME TRUST,
INC. and is referred to in these Bylaws as the "Company." As far as practicable
and except as otherwise provided in the Organizational Documents, the Directors
shall direct the management of the business and the conduct of the affairs of
the Company, execute all documents and sue or be sued in the name of the
Company. If the Directors determine that the use of that name is not
practicable, legal or convenient, they may use such other designation or may
adopt another name under which the Company may hold property or conduct all or
part of its activities.

     1.2 Nature of Company. The Company is a corporation organized under the
laws of the Commonwealth of Virginia. It is intended that the Company shall
carry on business as a REIT (as defined below).

     1.3 Definitions. Whenever used in these Bylaws, the following terms shall
have the indicated meanings, unless the context otherwise requires. In these
Bylaws, words in the singular number include the plural and in the plural number
include the singular. References to a specific provision of law also shall refer
to any successor or replacement provision.

               (a) Act. The Virginia Stock Corporation Act, as amended from time
          to time.

               (b) Affiliate. With respect to a specified Person, each of the
          following: (i) any other Person directly or indirectly controlling,
          controlled by or under common control with the specified Person, (ii)
          any Person owning or controlling 10% or more of the outstanding voting
          securities or beneficial interests of such specified Person, (iii) any
          officer, director, trustee or general partner of such specified
          Person, or (iv) if such specified Person is an officer, director,
          trustee or general partner of an entity, then the entity for which the
          specified Person acts in any such capacity. "Affiliated" means being
          an Affiliate of a specified Person.

               (c) Annual Report. As set forth in Section 10.8.

               (d) Articles of Incorporation. The Articles of Incorporation of
          the Company, including all amendments, restatements or modifications
          thereof, filed within the public records of the State Corporation
          Commission of Virginia.

               (e) Board. The Board of Directors of the Company.

               (f) Bylaws. These Bylaws, including all duly approved amendments,
          restatements or modifications hereof.

               (g) CEO. The Chief Executive Officer of the Company.

                                       1

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               (h) Chairman of the Board. The Director who serves as chairman of
          the Board. Unless the context clearly indicates otherwise, such term
          shall not refer to the officer of the Company holding the office of
          Chairman of the Board.

               (i) Code. The Internal Revenue Code of 1986, as amended from time
          to time.

               (j) Directors. As of any particular time, the directors of the
          Company holding office at such time.

               (k) Dividend Reinvestment Plan. The Dividend Reinvestment and
          Share Purchase Plan of the Company established pursuant to a
          registration statement on Form S-3, as filed with the SEC.

               (l) Excess Securities. As set forth in Section 7.5(b).

               (m) Independent Director. A Director who has not served as an
          officer or employee of the Company at any time during the preceding
          five (5) years.

               (n) NYSE. The New York Stock Exchange.

               (o) NYSE Rules. Any final rules and requirements of the NYSE
          applicable to the Company.

               (p) Organizational Documents. The Articles of Incorporation and
          these Bylaws.

               (q) Person. An individual, corporation, partnership, limited
          liability company, joint venture, association, company, trust, bank or
          other entity, or government and any agency and political subdivision
          of a government.

               (r) REIT. A real estate investment trust, as defined in Section
          856 of the Code.

               (s) REIT Provisions of the Code. Part II, Subchapter M of Chapter
          1, of the Code, or successor statutes, and regulations and rulings
          promulgated thereunder.

               (t) SEC. The United States Securities and Exchange Commission.

               (u) SEC Rules. Any final rules and regulations of the SEC
          applicable to the Company.

               (v) Securities. With respect to the Company, any stock, shares,
          voting trust certificates, bonds, debentures, notes or other evidences
          of indebtedness, secured or unsecured, convertible, subordinated or
          otherwise, or in general any instruments commonly known as
          "securities" or any certificates of interest, shares or participations
          in temporary or interim certificates for, receipts (or guarantees of,
          or warrants, options or rights to subscribe to, purchase or acquire
          any of the foregoing).

                                       2

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               (w) Shares or Common Shares. All issued and outstanding common
          shares of the Company, no par value.

               (x) Shareholders. As of any particular date, all record holders
          of issued and outstanding Shares on such date.

                                   ARTICLE II
                                 MINIMUM CAPITAL

     2.1 Minimum Capital. While any Shares are listed on the NYSE, the Company
shall use commercially reasonable efforts to comply with any minimum capital
requirements established by the NYSE from time to time.

                                  ARTICLE III
                              OFFICES; FISCAL YEAR

     3.1 Principal Office. The principal executive office of the Company shall
be located at 306 East Main Street, Richmond, Virginia 23219, until otherwise
established by the Board.

     3.2 Other Offices. Other offices may at any time be established by the
Board or the CEO at any place or places they deem appropriate.

     3.3 Fiscal Year. The fiscal year of the Company shall end on the 31st day
of December.

                                   ARTICLE IV
                            MEETINGS OF SHAREHOLDERS

     4.1 Place of Meetings. All annual and all other meetings of Shareholders
shall be held at such place, either within or outside of the Commonwealth of
Virginia, as from time to time may be fixed by the CEO or by the Board.

     4.2 Annual Meetings. The annual meeting of Shareholders shall be held on
such date as is fixed by the CEO or the Board; provided, however, that such date
shall not be less than 30 days after the Board shall have caused an Annual
Report to be sent to the Shareholders. If no such date and time is fixed by the
CEO or the Board, the meeting for any calendar year shall be held on the first
Tuesday in May in such year, if not a legal holiday under the laws of Virginia.
If the date fixed by the CEO or the Board or these Bylaws falls upon a legal
holiday, then any annual meeting of Shareholders shall be held at the same time
and place on the next day which is not a legal holiday. At each annual meeting
of Shareholders, only such business shall be conducted as is proper to consider
and has been brought before the meeting (i) pursuant to the Company's notice of
the meeting, (ii) by or at the direction of the Board, or (iii) by a Shareholder
who is a Shareholder of record of a class of Shares entitled to vote on the
business such Shareholder is proposing, both at the time of the giving of the
Shareholder's notice hereinafter

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described in this Section 4.2 and on the record date for such annual meeting,
and who complies with the notice procedures set forth in this Section 4.2.

     In order to bring before an annual meeting of Shareholders any business
which may properly be considered and which a Shareholder has not had included in
the Company's proxy statement for the meeting, a Shareholder who meets the
requirements set forth in the preceding paragraph must give the Company timely
written notice. To be timely, a Shareholder's notice must be given, either by
personal delivery to the Secretary of the Company at the principal office of the
Company, or by first class United States mail, with postage thereon prepaid,
addressed to the Secretary of the Company at the principal office of the
Company. Subject to NYSE Rules and SEC Rules, any such notice must be received
(i) on or after February 1st and before March 1st of the year in which the
meeting will be held, if clause (ii) is not applicable, or (ii) not less than 60
days before the date of the meeting if the date of such meeting is earlier than
May 1 or later than May 31 in such year.

     Each such Shareholder's notice shall set forth as to each matter the
Shareholder proposes to bring before the annual meeting (i) the name and
address, as they appear in the Company's records, of the Shareholder proposing
business, (ii) the class and number of Securities beneficially owned by such
Shareholder, (iii) a representation that such Shareholder is a Shareholder of
record at the time of the giving of the notice and intends to appear in person
or by proxy at the meeting to present the business specified in the notice, (iv)
a sufficient description of the business desired to be brought before the
meeting, including the complete text of any resolutions to be presented and the
reasons for wanting to conduct such business, (v) any interest the Shareholder
may have in such business, and (vi) any further information required by NYSE
Rules or SEC Rules.

     The Secretary of the Company shall deliver each Shareholder's notice that
has been timely received to the Chairman of the Board for review.

     4.3 Special Meetings. Special meetings of the Shareholders may be called at
any time for any purpose or purposes whatsoever by the CEO, by a majority of all
Directors, by a majority of Independent Directors, by the Chairman of the Board
or by one or more Shareholders holding not less than 10% of the eligible votes.
If a meeting is called by any Person or Persons other than the Board, the
Chairman of the Board or the CEO, a request shall be made in writing, specifying
the time of the meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the Chairman of the Board, the
CEO, or the Secretary of the Company. The officer receiving the request shall
cause notice to be promptly given to the Shareholders entitled to vote, in
accordance with the provisions of Section 4.4.

     4.4 Notice; Affidavit of Notice. Notice of any annual or special meeting of
the Shareholders shall be given in writing to each Shareholder entitled to vote
at such meeting, either personally or by first class mail, or, if the Company
has 500 or more Shareholders, by third-class mail, or other means of written
communication, charges prepaid, addressed to the Shareholder at his address
appearing in the records of the Company or given by the Shareholder to the
Company for the purpose of notice. Notice of any such meeting of Shareholders
shall be sent to each Shareholder entitled to notice not less than 10 days nor
more than 60 days before the meeting,

                                       4

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except as set forth below. Subject to NYSE Rules and SEC Rules, within 10
business days after receipt by the Company, in person, or by registered mail, of
a written request for a meeting by those Shareholders holding not less than 10%
of the outstanding Shares entitled to vote at such meeting (i) the Company shall
provide written notice of such meeting to all Shareholders entitled to vote at
such meeting; (ii) such meeting shall be held not less than 20 days nor more
than 60 days after the Company's receipt of such written Shareholder request;
and (iii) if such notice is not given within 10 business days after receipt of
the request, the Person or Persons requesting the meeting may give the notice.
Nothing contained in this Section 4.4 shall be construed as limiting, fixing or
affecting the time when a meeting of Shareholders called by action of the Board
may be held. All notices given pursuant to this Section shall state the place,
date and hour of the meeting and, (i) in the case of special meetings, the
general nature of the business to be transacted, and that no other business may
be transacted, or (ii) in the case of annual meetings, those matters which the
Board, at the time of the mailing of the notice, intends to present for action
by the Shareholders, and (iii) in the case of any meeting at which Directors are
to be elected, the names of the nominees intended at the time of the mailing of
the notice to be presented for election. An affidavit of the mailing or other
means of giving any notice of any Shareholders' meeting shall be executed by the
Secretary, Assistant Secretary or any transfer agent of the Company giving the
notice, and shall be filed and maintained in the minute book of the Company.

     4.5 Record Date for Shareholder Notice, Voting and Giving Consents. For
purposes of determining the Shareholders entitled to notice of any annual or
special meeting or to vote or entitled to give consent to corporate action
without a meeting, the Board may fix, in advance, a record date, which shall not
be more than 60 days nor less than 10 days before the date of any meeting nor
more than 60 days before any action without a meeting, and in this event only
Shareholders of record on the date so fixed are entitled to notice and to vote
or to give consents, as the case may be, notwithstanding any transfer of Shares
after the record date.

          If the Board does not so fix a record date, the CEO may fix a record
date. Otherwise:

          (a) The record date for determining Shareholders entitled to notice of
or to vote at a meeting of Shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the date on
which the meeting is held.

          (b) The record date for determining the Shareholders entitled to give
consent to corporate action in writing without a meeting, (i) when no related
prior action by the Board has been taken, shall be the day on which the first
written consent in given, or (ii) when related prior action of the Board has
been taken, shall be at the close of business on the day on which the Board
adopts the resolution relating to such prior action, or the 60th day before the
date of the subsequent action, whichever is later.

     4.6 Adjourned Meetings; Notice. Any Shareholders' meeting, annual or
special, whether or not a quorum is present, may be adjourned from time to time
by the vote of the majority of the Shares, the holders of which are either
present in person or represented by proxy, but in the absence of a quorum no
other business may be transacted at the meeting.

                                       5

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          When any Shareholders' meeting, either annual or special, is adjourned
for more than 45 days or if after the adjournment a new record date is fixed for
the adjourned meeting, notice of the adjourned meeting shall be given as in the
case of a special meeting. In all other cases, it shall not be necessary to give
any notice of an adjournment or of the business to be transacted at any
adjourned meeting other than by announcement at the meeting at which the
adjournment is taken.

     4.7 Voting at Meetings of Shareholders. Subject to the provisions of the
Act and other applicable laws, including NYSE Rules and SEC Rules, and subject
to the right of the Board to provide otherwise, only Persons in whose name
Shares entitled to vote standing on the stock records of the Company on the
record date shall be entitled to notice of and to vote at the meeting,
notwithstanding any transfer of Shares after the record date.

          The vote may be via voice or by ballot as determined by the chairman
of the meeting; provided, however, that all elections for Directors must be by
ballot upon demand made by any Shareholder at any election and before the voting
begins. Except as provided in this Section 4.7, each outstanding Share shall be
entitled to one vote on each matter submitted to a vote of Shareholders.

     4.8 Quorum. The presence in person or by proxy of a majority of the Shares
entitled to vote at any annual or special meeting of Shareholders shall
constitute a quorum for the transaction of business. Except as otherwise
expressly provided in these Bylaws, if a quorum exists, action on a matter,
other than the election of Directors, is approved if the votes cast favoring the
action exceed the votes cast opposing the action unless a vote of a greater
number is required by the Articles of Incorporation or by the Act. Directors
shall be elected by a plurality of the votes cast by the Shares entitled to vote
in the election at a meeting at which a quorum is present. The Shareholders
present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal of
enough Shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the Shares required to
constitute a quorum. The Chairman of the Board may appoint any Director or
officer of the Company, including himself, as chairman of any annual or special
meeting.

     4.9 Waiver of Notice or Consent of Absent Shareholders. The transactions of
any meeting of Shareholders, either annual or special, however called and
noticed, shall be as valid as though made at a meeting duly held after regular
call and notice, if a quorum is present either in person or by proxy and if,
either before or after the meeting, each Shareholder entitled to vote, not
present in person or by proxy, signs a written waiver of notice or a consent to
the holding of the meeting or an approval of the minutes. All waivers, consents
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

     4.10 Action Without Meeting. Any action which may be taken at any annual or
special meeting of Shareholders may be taken without a meeting and without
action by the Board, if the action is taken by all the Shareholders entitled to
vote on the action. The action shall be evidenced by one or more written
consents describing the action taken, signed by all the Shareholders entitled to
vote on the action, and delivered to the Secretary of the Company for inclusion
in the minutes or filing with the corporate records. Action taken under this
Section

                                       6

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4.10 shall be effective when all consents are in the possession of the Company,
unless the consent specifies a different effective date and states the date of
execution by each Shareholder, in which event it shall be effective according to
the terms of the consent. A Shareholder may withdraw consent only by delivering
a written notice of withdrawal to the Company prior to the time that all
consents are in the possession of the Company.

          Any form of written consent distributed to 10 or more Shareholders
must afford the Person whose consent is thereby solicited an opportunity to
specify a choice among approval, disapproval or abstention as to each matter or
group of related matters presented, other than elections of Directors or
officers.

     4.11 Proxies. Every Person entitled to vote or execute consents shall have
the right to do so either in person or by one or more agents authorized by a
written proxy executed by such Person or his duly authorized agent and filed
with the Secretary of the Company, provided that no such proxy shall be valid
after the expiration of 11 months from the date of its execution, unless the
Person executing it specifies a different period of validity in the proxy.

          A proxy shall be deemed signed if the Shareholder's name is placed on
the proxy (whether by manual signature, typewriting, telegraphic transmission or
otherwise) by the Shareholder or the Shareholder's attorney in fact. A validly
executed proxy which does not state that it is irrevocable shall continue in
full force and effect unless revoked by the Person executing it before the vote
pursuant to that proxy by (i) a writing delivered to the Company stating that
the proxy is revoked, (ii) execution of a subsequent proxy, (iii) attendance at
the meeting and voting in person (but only as to any items on which the
Shareholder chooses to vote in person), or (iv) transfer of the Shares
represented by the proxy to a transferee who becomes a Shareholder of record
prior to the record date established for the vote. A validly executed proxy
otherwise may be revoked by written notice of the death or incapacity of the
maker of that proxy received by the Company before the vote pursuant to that
proxy is counted.

          Any proxy distributed to 10 or more Shareholders must afford the
Person voting an opportunity to specify a choice among approval, disapproval or
abstention as to each matter or group of related matters presented, other than
election of Directors or officers.

     4.12 Inspectors of Election. Before any annual or special meeting of
Shareholders, the Board may appoint any Persons, other than nominees for office,
to act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are so appointed, the chairman of the meeting may, and on
the request of any Shareholder or a Shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one or three. If inspectors are appointed at a meeting on the request of one or
more Shareholders or proxies, the holders of a majority of Shares or their
proxies present at the meeting shall determine whether one or three inspectors
are to be appointed. If any Person appointed as inspector fails to appear or
fails or refuses to act, the chairman of the meeting may, and upon the request
of any Shareholder or a Shareholder's proxy shall, appoint a Person to fill that
vacancy.

          These inspectors of election shall:

                                       7

<PAGE>

          (a) Determine the number of Shares outstanding and the voting power of
each, the Shares represented at the meeting, the existence of a quorum, and the
authenticity, validity and effect of proxies;

          (b) Receive votes, ballots or consents;

          (c) Hear and determine all challenges and questions in any way arising
in connection with the right to vote;

          (d) Count and tabulate all votes or consents;

          (e) Determine when the polls shall open and close;

          (f) Determine the results of all votes; and

          (g) Do any other acts that may be proper to conduct the election or
vote with fairness to all Shareholders.

                                    ARTICLE V
                                    DIRECTORS

     5.1 Powers. Subject to limitations contained in the Organizational
Documents and the Act relating to action required to be authorized or approved
by the Shareholders, or by the holders of a majority of the outstanding Shares,
and subject to the duties of Directors as prescribed by these Bylaws, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Company shall be controlled by, the Board. The Board
may delegate the management of the day-to-day operation of the business of the
Company to the CEO or any officer it deems qualified, provided that the business
and affairs of the Company shall be managed and all corporate powers shall be
exercised under the ultimate direction of the Board. The Board shall establish
policies on investments and borrowings and shall monitor the administrative
procedures, investment operations and performance of the Company, to assure that
such policies are carried out. In addition, and unless otherwise contained in
the Organizational Documents or the Act, the Company's authority to renew,
modify, extend, or cancel the Dividend Reinvestment Plan shall be exercised
under the direction of the Board.

          Subject to any agreement that may be entered into by a Director, each
individual Director, including each Independent Director, may engage in other
business activities of the type conducted by the Company and is not required to
present to the Company any investment opportunities presented to them even
though the investment opportunities may be within the Company's investment
policies.

     5.2 Number, Tenure and Qualifications. The authorized number of Directors
of the Board shall be not less than three nor more than 15 as shall be
determined from time to time by resolution of the Board. A majority of the Board
shall consist of Independent Directors.

          The Board shall be divided into three classes, denominated as Class I,
Class II and Class III, each as nearly equal in number to the other two as
possible. At each Annual Meeting

                                       8

<PAGE>

of Shareholders, the successors to the class of Directors whose terms shall then
expire shall be identified as being of the same class of Directors they succeed
and shall be elected to hold office for a term expiring at the third succeeding
Annual Meeting of Shareholders. When the number of Directors is changed, any
newly created directorships or any decrease in directorships shall be so
apportioned among the classes by the Board as to make all classes as nearly
equal in number as possible. If any such Annual Meeting of Shareholders is not
held or the Directors are not elected, the Directors may be elected at any
special meeting of Shareholders held for that purpose. Each Director shall hold
office until his death, resignation or removal or until his successor is duly
elected.

          In accordance with Section 4.8 and except as provided in Section 5.3,
the Directors elected at an annual or special meeting of Shareholders at which a
quorum is present shall be those persons who receive the greatest number of
votes even though they do not receive a majority of the votes cast. No
individual shall be named or elected as a Director without his prior consent.

     5.3 Nomination of Directors. No person shall be eligible for election as a
Director at a meeting of Shareholders unless nominated (i) by the Board or any
committee thereof acting for that purpose or (ii) by a Shareholder who is a
Shareholder of record of a class of Securities entitled to vote for the election
of Directors, both at the time of the giving of the Shareholder's notice
hereinafter described in this Section 5.3 and on the record date for the meeting
at which the nominee(s) will be voted upon, and who complies with the notice
procedures set forth in this Section 5.3.

          In order to nominate for election as Directors, at any annual or
special meeting of Shareholders, any Persons who are not listed as nominees in
the Company's proxy statement for the meeting, a Shareholder who meets the
requirements set forth in the preceding paragraph must give the Company timely
written notice. To be timely, a Shareholder's notice must be given, either by
personal delivery to the Secretary of the Company at the principal office of the
Company, or by first class United States mail, with postage thereon prepaid,
addressed to the Secretary of the Company at the principal office of the
Company. Subject to NYSE Rules and SEC Rules, any such notice must be received
(i) on or after February 1st and before March 1st of the year in which the
meeting will be held if the meeting is to be an annual meeting and clause (ii)
is not applicable, or (ii) not less than 60 days before an annual meeting, if
the date of the applicable annual meeting is earlier than May 1 or later than
May 31 in such year, or (iii) not later than the close of business on the tenth
day following the day on which notice of a special meeting of Shareholders
called for the purpose of electing Directors is first given to Shareholders.

          Each such Shareholder's notice shall set forth: (i) as to the
Shareholder giving the notice, the following: (a) the name and address of such
Shareholder as they appear on the Company's stock transfer books, (b) the class
and number of Shares of the Company beneficially owned by such Shareholder, (c)
a representation that such Shareholder is a Shareholder of record at the time of
giving the notice and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice, and (d) a description of
all arrangements or understandings, if any, between such Shareholder and each
nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to

                                       9

<PAGE>

be made; and (ii) as to each person whom the Shareholder wishes to nominate for
election as a Director, the following: (a) the name, age, business address and
residence address of such person, (b) the principal occupation or employment of
such person, (c) the class and number of Shares of the Company which are
beneficially owned by such person, and (d) all other information that is
required to be disclosed about nominees for election as Directors in
solicitations of proxies for the election of Directors under NYSE Rules or SEC
Rules. In addition, each such notice shall be accompanied by the written consent
of each proposed nominee to serve as a Director if elected and such consent
shall contain a statement from the proposed nominee to the effect that the
information about him or her contained in the notice is correct.

     5.4 Vacancies. Vacancies on the Board may be filled by a majority of the
remaining Directors, though less than a quorum, or by a sole remaining Director,
except that a vacancy created by the removal of a Director by the vote or
written consent of the Shareholders or by court order may be filled only by the
vote of a majority of the Shares entitled to vote represented at a duly held
annual or special meeting at which a quorum is present, or by the written
consent of holders of a majority of the outstanding Shares entitled to vote.
Each Director so elected shall hold office until his successor is elected at an
annual or a special meeting of the Shareholders.

          A vacancy or vacancies on the Board shall be deemed to exist in case
of the death, resignation or removal of any Director or if the authorized number
of Directors is increased or if the Shareholders fail, at any annual or special
meeting of Shareholders at which any Director or Directors are elected, to elect
the full authorized number of Directors to be voted for at that meeting.

          Any Director may resign effective on giving written notice to the
Chairman of the Board, the CEO or the Secretary. The Shareholders may elect a
Director or Directors at any time to fill any vacancy or vacancies not filled by
the Directors. Any election by written consent to fill a vacancy shall require
the consent of a majority of the outstanding Shares entitled to vote.

          If the Board accepts the resignation of a Director tendered to take
effect at a future time, the Board (or, if the Board fails to act within thirty
(30) days, the Shareholders) shall have the power to elect a successor to take
office when the resignation is to become effective.

          No reduction of the authorized number of Directors shall have the
effect of removing any Director prior to the expiration of his term of office.

          If the number of vacancies occurring during a year is sufficiently
large that a majority of the Directors in office has not been elected by the
Shareholders, the holders of 5% or more of the outstanding Shares entitled to
vote may call a special meeting of Shareholders for the purpose of filling such
vacancies on the Board.

     5.5 Place of Board Meeting. Regular meetings of the Board shall be held at
any place within or without the Commonwealth of Virginia which has been
designated from time to time by the Chairman of the Board or by written consent
of all Directors. In the absence of a designation, regular meetings shall be
held at the principal office of the Company. Special meetings of the Board may
be held either at a place so designated or at the principal office of the

                                       10

<PAGE>

Company. Directors may participate in a meeting through use of conference
telephone or other communication equipment, so long as all participants in such
meeting can hear one another. Participation in a meeting by telephone or other
communication equipment shall constitute presence in person at the meeting.

     5.6 Annual Meeting. In conjunction with each annual meeting of
Shareholders, the Board shall hold a regular meeting for the purpose of
organization, election of officers and the transaction of other business. Notice
of that meeting is hereby dispensed with.

     5.7 Special Meetings. Special meetings of the Board for any purpose or
purposes may be called at any time by the Chairman of the Board or any two
Directors, or by the CEO.

          Written notice of the time and place of special meetings of the Board
shall be delivered personally to the Directors or sent to each Director by mail,
overnight courier, email or facsimile transmission (with confirmation of
receipt) or by any other reasonably reliable form of written communication, any
charges prepaid, based on his address or other appropriate contact information
as shown in the records of the Company or, if it is not so shown or is not
readily ascertainable, at the place in which the meetings of the Directors are
regularly held. In case the notice is mailed, it shall be deposited in the
United States mail in the locality in which the principal office of the Company
is located at least four days prior to the time of the meeting. In other cases,
the notice shall be delivered at least 48 hours prior to the time of the
meeting. Notice, as above provided, shall constitute due legal and personal
notice to the Director.

     5.8 Adjournment. A majority of the Directors present, whether or not a
quorum is present, may adjourn any meeting of the Board to another time and
place.

     5.9 Notice of Adjournment. If a meeting of the Board is adjourned for more
than 24 hours, notice of any adjournment to another time or place shall be given
prior to the time of the adjourned meeting to the Directors who were not present
at the time of adjournment.

     5.10 Entry of Notice. Whenever any Director has been absent from any
special meeting of the Board, an entry in the minutes to the effect that notice
has been duly given shall be conclusive and incontrovertible evidence that due
notice of the special meeting was given to that Director as required by law and
the Bylaws of the Company.

     5.11 Waiver of Notice. The transactions of any meeting of the Board,
however called and noticed, or wherever held, shall be as valid as though had at
a meeting duly held after regular call and notice if a quorum is present and if,
either before or after the meeting, each of the Directors not present signs a
written waiver of notice of or consent to holding the meeting or an approval of
the minutes. All waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

     5.12 Quorum. A majority of the authorized number of Directors shall be
necessary to constitute a quorum for the transaction of business, except to
adjourn as provided above or to fill a vacancy. Every act or decision done or
made by a majority of the Directors at a meeting duly held at which a quorum is
present shall be regarded as an act of the Board unless a greater number be
required by law or by the Organizational Documents. However, a meeting at which
a quorum is initially present may continue to transact business notwithstanding
the withdrawal of

                                       11

<PAGE>

Directors, if any action taken is approved by at least a majority of the
required quorum for the meeting.

     5.13 Fees and Compensation. The Directors shall be entitled to receive such
reasonable compensation for their services as Directors that may be fixed or
determined from time to time by resolution of the Board or any committee thereof
acting for that purpose. The Directors, either directly or indirectly, shall
also be entitled to receive remuneration for services rendered to the Company in
any other capacity. Those services may include, without limitation, services as
an officer of the Company, legal, accounting or other professional services, or
services as a broker, transfer agent or underwriter, whether performed by a
Director or any Person who is Affiliated with a Director.

     5.14 Action Without Meeting. Any action required or permitted to be taken
by the Board under the Act and these Bylaws may be taken without a meeting if
all members of the Board individually or collectively consent in writing to such
action. The consent or consents shall be filed with the minutes of the meetings
of the Board. Any certificate or other document filed under the provision of the
Act which relates to action so taken shall state that the action was taken by
unanimous written consent of the Board without a meeting.

     5.15 Independent Directors. (a) The Board shall determine, in good faith,
for all purposes which persons constitute or do not constitute Independent
Directors.

     5.16 Removal of Director for Cause. The Board may declare vacant the office
of a Director who, as the result of an incapacity, is unable to serve on the
Board or who has pleaded guilty or no contest to or been convicted of a felony
involving moral turpitude. In addition, throughout the term of the existence of
the Company, any Director may be removed for cause by: (i) a vote or written
consent of all Directors other than the Director who is to be removed, or (ii)
the vote of the holders of a majority of the outstanding Shares at a meeting of
the Shareholders called for such purpose. The notice for such special meeting of
Shareholders shall state that the purpose, or one of the purposes, of the
meeting is to vote on the removal of a Director. "For cause" shall mean, for
purposes of this Section, a willful violation of the Articles of Incorporation
or these Bylaws, or gross negligence in the performance of a Director's duties.

     5.17 Removal of Director Without Cause. Any or all Directors may be removed
without cause upon the affirmative vote of a majority of the outstanding Shares
entitled to vote. A Director may be removed by the Shareholders only at a
meeting called for the purpose of removing him and the meeting notice must state
that the purpose, or one of the purposes of the meeting, is removal of the
Director. Any reduction of the authorized number of Directors shall not operate
to remove any Director prior to the expiration of such Director's term of
office.

     5.18 Committees. The Board may designate, by resolution adopted by a
majority of the authorized number of Directors, one or more committees, each
consisting of three or more Directors (or a lesser number if so determined by
the Board and permitted by the Act), to serve at the pleasure of the Board. The
Chairman of the Board shall appoint one member of each committee as the chairman
of such committee. The Company shall have an audit committee as required by NYSE
Rules and SEC Rules. The Board may designate one or more Directors as alternate
members of any committee, who may replace any absent member at any meeting of
the

                                       12

<PAGE>

committee. The appointment of members or alternate members of a committee
requires the vote of a majority of the authorized number of Directors. Any such
committee, to the extent provided in the resolution of the Board, shall have all
the authority of the Board in the management of the business and affairs of the
Company, except that no committee shall have authority to take any action with
respect to (i) the approval of any action requiring Shareholders' approval or
approval of the outstanding Shares, (ii) the filling of vacancies of the Board
or any committee, (iii) the adoption, amendment or repeal of these Bylaws, (iv)
the amendment or repeal of any resolution of the Board that by its express terms
is not so amendable or repealable, (v) a distribution to Shareholders, except at
a rate or in a periodic amount or within a price range determined by the Board,
(vi) the appointment of other committees of the Board or the members thereof,
and (vii) taking any other action or making any other decision which cannot be
taken or made, as a matter of law, by a committee consisting of less than all
Directors. Only Independent Directors may serve as alternate members for
Independent Directors on committees. Notwithstanding anything to the contrary in
these Bylaws, the Board may appoint a committee to administer any stock
incentive plan adopted by the Company, which committee may have as few as two
(2) Directors.

     5.19 Fiduciary Relationship. The Directors have a fiduciary relationship to
the Shareholders as provided by the Act and applicable Virginia law.

     5.20 Preferred Shares and Other Securities. Notwithstanding anything to the
contrary in this Article V or elsewhere in these Bylaws, holders of any
preferred shares or other Securities who, pursuant to the documents duly
creating such preferred shares or other Securities, are granted voting rights,
including rights to nominate and elect Directors, shall have such rights as set
forth in the documents creating such preferred shares or other Securities.
Furthermore, notwithstanding anything to the contrary in these Bylaws, the
Directors may interpret these Bylaws and may propose and adopt amendments to
these Bylaws as they deem necessary or convenient to give effect to the
foregoing provision.

                                   ARTICLE VI
                                    OFFICERS

     6.1 Officers. The officers of the Company shall be as determined by the
Board and shall include a President, Chief Executive Officer and Secretary, and
may include a Chairman of the Board, Chief Financial Officer, Treasurer and such
other officers with such titles and duties as may be appointed in accordance
with the provisions of Section 6.3 of this Article. Any number of offices may be
held by the same person unless the Board expressly decides otherwise.

     6.2 Election. The officers of the Company, except such officers as may be
appointed in accordance with the provisions of Section 6.3 or Section 6.5 of
this Article, shall be chosen annually or as directed by the Board and each
shall hold his office until he shall resign or shall be removed or otherwise
disqualified to serve or his successor shall be elected and qualified. All
officers serve at the will of the Board and nothing in these Bylaws shall give
any officer any expectation or vesting of employment.

     6.3 Subordinate Officers. The Board may appoint, or may authorize an
officer to appoint, other officers as the business of the Company may require,
each of whom shall hold


                                       13

<PAGE>

office for the period, and shall have the authority and the duties, as are
provided in these Bylaws or as the Board or such authorized officer may from
time to time determine.

     6.4 Removal and Resignation. Any officer may be removed, either with or
without cause, by a majority of the Directors at the time in office, at any
regular or special meeting of the Board or, except in the case of an officer
chosen by the Board, by any officer upon whom such power of removal may be
conferred by the Board.

          Any officer may resign at any time by giving written notice to the
Chairman of the Board, the CEO or the Secretary of the Company. A resignation
shall take effect at the date of the receipt of the notice or any later time
specified in the notice; and, unless otherwise specified, the acceptance of the
resignation shall not be necessary to make it effective.

     6.5 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in these Bylaws for regular appointments to such office.

     6.6 Chairman of the Board. Only the Chairman of the Board may hold, or
nominate the Person to hold, the office of Chairman of the Board of the Company.
The Chairman of the Board, if present, shall preside at all meetings of the
Board and Shareholders and exercise and perform all other powers and duties as
may from time to time be assigned to him by the Board or prescribed by these
Bylaws.

     6.7 Chief Executive Officer, President and Divisional Presidents. The CEO
may be known by the title "Chief Executive Officer" or "CEO" and shall serve as
the President of the Company unless the Board expressly decides otherwise. Only
the Chairman of the Board may hold, or nominate the Person to hold, the office
of CEO. The President shall, subject to the Board and the supervisory powers of
the Chairman of the Board, have general supervision, direction and control of
the business of the Company. He shall preside at meetings of the Shareholders or
at meetings of the Board if the Chairman of the Board is absent. He shall have
general powers and duties of management, together with any other powers and
duties as may be prescribed by the Board. The Company also may have one or more
Presidents in charge of divisions or departments of the Company. Any such
divisional or departmental President shall rank junior to the President of the
Company.

     6.8 Vice Presidents. In the absence or disability of the CEO or the
President, the Vice Presidents in order of their rank as fixed by the Board or,
if not ranked, the Vice President designated by the Board, shall perform all the
duties of the CEO or the President (as applicable) and shall have, when so
acting, all the powers of and be subject to all the restrictions upon the CEO or
the President (as applicable). The Vice Presidents shall have any other powers
and shall perform other duties as from time to time may be prescribed for them
respectively by the Board or these Bylaws.

     6.9 Secretary. The Secretary shall keep, or cause to be kept, a book of
minutes at the principal office, or any other place as the Board may order, of
all meetings of the Board or the Shareholders, with the time and place of
holding, whether regular or special and, if special, how authorized, the notice
thereof given, the names of those present at meetings of the Board, the

                                       14

<PAGE>

number of Shares present or represented at Shareholders' meetings and the
proceedings of meetings.

          The Secretary shall keep, or cause to be kept, at the principal office
of the Company or at the office of the Company's transfer agent, a Share
register or a duplicate Share register showing the names of the Shareholders and
their addresses, the number and classes of Shares held by each (whether in
certificate or uncertificated form), the number and the date of certificates
issued, if any, and the number and date of cancellation of every certificate
surrendered for cancellation.

          The Secretary shall give, or cause to be given, notice of all the
meetings of the Shareholders and of the Board required by these Bylaws or by law
to be given, shall keep the seal of the Company in safe custody and shall have
such other powers and shall perform such other duties as may be prescribed by
the Board or these Bylaws.

     6.10 Assistant Secretaries. In the absence or disability of the Secretary,
any Assistant Secretaries in order of their rank as fixed by the Board or, if
not ranked, the Assistant Secretary designated by the Board, shall perform all
the duties of the Secretary and, when so acting, shall have all the powers of
and be subject to all the restrictions upon, the Secretary. Any Assistant
Secretaries shall have any other powers and shall perform other duties as from
time to time may be prescribed for them by the Board or these Bylaws.

     6.11 Chief Financial Officer. The Chief Financial Officer may also be
designated by the alternate title of "Treasurer." The Chief Financial Officer
shall have custody of all moneys and accounts of the Company and shall keep
regular books of account. Such officer shall disburse the funds of the Company
in payment of the just demands against the Company, or as may be ordered by the
Board or its authorized officers, taking proper vouchers for such disbursements,
and shall render to the Board from time to time as may be required of such
officer, an account of all transactions as Chief Financial Officer and of the
financial condition of the Company. Such officer shall perform all duties
incident to such office or which are properly required by the CEO or by the
Board.

     6.12 Assistant Chief Financial Officers. Any Assistant Chief Financial
Officers or Assistant Treasurers, in the order of their seniority, shall, in the
absence or disability of the Chief Financial Officer, or in the event of such
officer's refusal to act, perform the duties and exercise the powers of the
Chief Financial Officer, and shall have such powers and discharge such duties as
may be assigned from time to time by the CEO or by the Board.

                                  ARTICLE VII
                                     SHARES

     7.1 Registered Ownership, Share Certificates and Shares in Uncertificated
Form.

          (a) Certificates shall be issued and transferred in accordance with
these Bylaws, but need not be issued if the Company elects to have Shares
maintained in uncertificated form. The Persons in whose names certificates of
Shares in uncertificated form are registered on

                                       15

<PAGE>

the records of the Company shall be deemed the absolute owners of the Shares
represented thereby for all purposes of the Company; but nothing in these Bylaws
shall be deemed to preclude the Directors or officers, or their agents or
representatives, from inquiring as to the actual ownership of Shares. The Shares
are non-assessable. Until a transfer is duly effected on the records of the
Company, the Directors shall not be affected by any notice of transfer, either
actual or constructive. The receipt of money or other property by the Person in
whose name any Shares are registered on the records of the Company or of the
duly authorized agent of that Person, or if the Shares are so registered in the
names of more than one Person, the receipt by any one of these Persons, or by
the duly authorized agent of that Person, shall be a sufficient discharge for
all dividends or distributions payable or deliverable in respect of the Shares
and from all liability for the application of those funds. The certificates of
Shares of the capital stock of the Company, if any, shall be in a form
consistent with the Articles of Incorporation and the Act as shall be approved
by the Board. All certificates shall be signed by (i) the Chairman of the Board
or the CEO or a Vice President and (ii) the Treasurer or the Secretary or any
Assistant Secretary, certifying the number of Shares and the class or series of
Shares owned by the Shareholder. Any or all of the signatures on the certificate
may be facsimile signatures.

          (b) The Company shall have the right to issue fractional Shares and
Securities in its sole discretion.

          (c) Notwithstanding anything to the contrary in this Section 7.1 or
elsewhere in these Bylaws, if the documents duly creating any preferred shares
or other Securities provide that such preferred shares or other Securities of
the Company are to be "uncertificated," certificates need not be issued in
respect of such preferred shares or other Securities. The provisions of these
Bylaws addressing Shares held in uncertificated form shall apply to any such
preferred shares or other Securities. Notwithstanding anything to the contrary
in these Bylaws, the Directors may interpret these Bylaws and may propose and
adopt such amendments to these Bylaws as shall be necessary or convenient to
give effect to the foregoing provisions of this Section.

     7.2 Transfer of Shares. Subject to the provisions of law and of Sections
7.3, 7.4 and 7.5, Shares shall be transferable on the records of the Company
only by the record holder or by his agent thereunto duly authorized in writing
upon delivery to the Directors or a transfer agent of the certificate or
certificates (unless held in uncertificated form, in which case an executed
stock power duly guaranteed must be delivered), properly endorsed or accompanied
by duly executed instruments of transfer and accompanied by all necessary
documentary stamps together with evidence of the genuineness of each
endorsement, execution or authorization and of other matters as may reasonably
be required by the Directors or transfer agent. Upon delivery, the transfer
shall be recorded in the records of the Company and a new certificate, if
required, for the Shares so transferred shall be issued to the transferee and in
case of a transfer of only a part of the Shares represented by any certificate
or account, a new certificate or statement of account for the balance shall be
issued to the transferor. Any Person becoming entitled to any Shares in
consequence of the death of a Shareholder or otherwise by operation of law shall
be recorded as the holder of such Shares and shall receive a new certificate, if
required, but only upon delivery to the Directors or a transfer agent of
instruments and other evidence required by the Directors or the transfer agent
to demonstrate that entitlement, the existing certificate (or appropriate
instrument of transfer if held in uncertificated form) for the Shares and any
necessary releases

                                       16

<PAGE>

from applicable governmental authorities. Nothing in these Bylaws shall impose
upon the Directors or a transfer agent any duty or limit their rights to inquire
into adverse claims.

     7.3 Disclosures by Holders of Securities; Redemption of Securities.
Shareholders shall disclose to Directors, in writing and upon demand by the
Directors, such information with respect to direct and indirect ownership of
their Securities as the Directors deem necessary to comply with the provisions
of the Code, and applicable regulations, as amended, or to comply with the
requirements of any taxing authority, the SEC or the NYSE. If the Directors
shall at any time and in good faith be of the opinion that direct or indirect
ownership of the Securities has or may become concentrated in any individual(s)
to an extent which would prevent the Company from qualifying as a REIT under the
REIT provisions of the Code, the Directors shall have the power by lot or other
means deemed equitable by them to prevent the transfer and/or call for
redemption of a number of the Securities sufficient in the opinion of the
Directors to maintain or bring the direct or indirect ownership of the
Securities into conformity with the requirements for a REIT.

     7.4 Right to Refuse to Transfer the Securities. Whenever it is deemed by
them to be reasonably necessary to protect the tax status of the Company, the
Directors may require statements or affidavits from any holder of the Securities
or proposed transferee of the Securities or warrants to purchase such
Securities, setting forth the number of Securities (and warrants to purchase
such Securities) already owned by him and any related Person specified in the
form prescribed by the Directors for that purpose. If, in the opinion of the
Directors, which shall be conclusive upon any proposed transferor or proposed
transferee of Securities, or warrants to purchase such Securities, any proposed
transfer or exercise would jeopardize the status of the Company as a REIT under
the Code, the Directors may refuse to permit the transfer or exercise. Any
attempted transfer or exercise as to which the Directors have refused their
permission shall be void and of no effect to transfer any legal or beneficial
interest in the Securities. All contracts for the sale or other transfer or
exercise of the Securities or warrants to purchase such Securities, shall be
subject to this provision.

     7.5 Limitation on Acquisition of Securities.

          (a)

               (i) Subject to the provisions of Section 7.5(b), no Person may
          own in excess of 9.8% of the total number of the issued and
          outstanding Securities of any separate class or series, and no
          Securities shall be transferred (or issued) to any person if,
          following the transfer or issuance, the Person's direct or indirect
          ownership of Securities would exceed this limit. For the purpose of
          this Section 7.5, ownership of Securities shall be computed in
          accordance with Sections 856(h), 542(a)(2) and 544 of the Code. The
          term "transfer" shall include any sale, transfer, gift, assignment,
          devise or other disposition of Securities, whether voluntary or
          involuntary, whether of record, constructive or beneficial, and
          whether by operation of law or otherwise.

               (ii) In the event any Person acquires Excess Securities (as
          defined below) in good faith in contravention of the limitation on
          acquisition of Securities

                                       17

<PAGE>

          set forth in Section 7.5(a)(i), such Excess Securities may be redeemed
          by the Company at the discretion of the Board. The redemption price
          for redeemed Excess Securities shall be (i) the price paid for the
          Excess Securities; or (ii) if there is no purchase price, the fair
          market value of such Excess Securities, which shall be based on the
          fair market value of the Securities as determined in good faith by the
          Board or, if the Securities are listed on a national securities
          exchange, the closing price (average of the highest bid and lowest
          asked prices if the Securities are quoted on the NASDAQ National
          Market System) on the last business day prior to the redemption date.
          To redeem Excess Securities, the Directors shall give a notice of
          redemption to the holder of such Excess Securities not less than one
          week before the date fixed by the Directors for redemption. The holder
          of such Excess Securities may sell such Excess Securities before the
          date fixed for redemption. The redemption right granted to the Company
          by this Section 7.5(a)(ii) shall be in addition to any other
          redemption right granted by these Bylaws or by law.

          (b) If Securities are purportedly acquired by any Person in violation
of this Section 7.5, the acquisition shall be valid only to the extent it does
not result in a violation of this Section 7.5, and the acquisition shall be null
and void with respect to the excess ("Excess Securities") unless the Person
acquiring the Excess Securities provides the Board with evidence so that the
Board is satisfied that the Company's qualification as a REIT will not be
jeopardized. The Board may determine, by express action, that Securities which
otherwise would be considered Excess Securities shall not constitute Excess
Securities if the Board is satisfied that the Company's qualification as a REIT
will not be jeopardized. Excess Securities shall be deemed to have been acquired
and to be held on behalf of the Company, and, as the equivalent of treasury
shares for that purpose, shall not be considered to be outstanding for quorum or
voting purposes, and shall not be entitled to receive dividends, interest or any
other distribution. Holders of Excess Securities are not entitled to voting
rights, dividends or distributions. If, after the purported transfer or other
event resulting in an exchange of Securities for Excess Securities and before
discovery by the Company of such exchange, (i) voting rights are purportedly
exercised with respect to Securities which have become Excess Securities, or
(ii) dividends or distributions are paid with respect to Securities that were
exchanged for Excess Securities, then (A) any votes attributable to such Excess
Securities will be deemed rescinded and void ab initio, and (B) such dividends
or distributions are to be repaid to the Company upon demand.

          (c) So long as any Person holds more than 9.8% of the outstanding
Securities, a lower percentage limit may be established by the Directors to the
extent necessary to assure, to the extent possible, that no five or fewer
persons own, directly or indirectly, in the aggregate more than 50% of the
outstanding Securities.

          (d) The Company shall, if deemed necessary or desirable to implement
the provisions of any portion of this Article VII, include on the face or back
of each Share certificate issued by the Company an appropriate legend referring
the holder of the certificate to the restrictions contained in any portion of
this Article VII and stating that the complete text of Article VII, or these
Bylaws, is on file with the Secretary of the Company at the Company's offices,
and/or will be furnished without charge by the Company to any Shareholder.

                                       18

<PAGE>

          (e) Subject in all respects to Section 10.15 hereof, nothing in these
Bylaws (other than such Section 10.15) shall limit the ability of the Directors
to impose, or to seek judicial or other imposition of additional restrictions if
deemed necessary or advisable to protect the Company and the interests of its
Shareholders by preservation of the Company's status as a REIT.

          (f) If any provision of this Section 7.5 is determined to be invalid,
in whole or in part, by any federal or state court having jurisdiction, the
validity of the remaining provisions shall not be affected and the provision
shall be affected only to the extent necessary to comply with the determination
of the court.

     7.6 Lost or Destroyed Certificates. The holder of any Shares shall
immediately notify the Company of any loss or destruction of the Share
certificates, and the Company may issue a new certificate in the place of any
certificate alleged to have been lost or destroyed upon approval of the Board.
The Board may, in its discretion, as a condition to authorizing the issue of
such new certificate, require the owner of the lost or destroyed certificate, or
his legal representative, to make proof satisfactory to the Board of the loss or
destruction and to give the Company a bond or other security, in such amount and
with such surety or sureties, as the Board may determine as indemnity against
any claim that may be made against the Company on account of the certificate
alleged to have been lost or destroyed.

     7.7 Dividend Record Date and Closing Stock Books. The Board may fix a date
in the future as a record date for the determination of the Shareholders
entitled to receive any dividend or distribution or any allotment of rights or
to exercise rights with respect to any change, conversion or exchange of Shares.
The record date so fixed shall not be more than 60 days nor less than 10 days
prior to the date of the event for the purposes of which it is fixed. When a
record date is so fixed, only Shareholders of record on that day shall be
entitled to receive the dividend, distribution or allotment of rights or to
exercise the rights, as the case may be, notwithstanding any transfer of Shares
after the record date.

     7.8 Dividend Reinvestment Plan. The Company shall send to participants in
the Dividend Reinvestment Plan an annual description of all material information
regarding distributions to Shareholders and the effect of reinvesting
distributions, including the tax consequences.

                                  ARTICLE VIII
                           RESTRICTIONS ON ACTIVITIES

     8.1 Restrictions for Regulatory Compliance. Notwithstanding any other
provision of these Bylaws, the Board shall not knowingly approve any activity
that would terminate the Company's status as a REIT without prior approval by
the holders of a majority of the Shares.

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                                   ARTICLE IX
                          TRANSACTIONS WITH AFFILIATES;
                        CERTAIN DUTIES AND LIABILITIES

     9.1 Transactions with Affiliates. In accordance with the Act, for any
transaction between a Director and an Affiliate thereof, or in which such
Director has a direct or indirect personal interest, the transaction shall not
be voidable by the Company solely as a result of such relationship or interest
if any one of the following is true:

          (a) the material facts of the transaction and the Director's interest
were disclosed or known to the Board or a committee of the Board and the Board
or committee authorized, approved, or ratified the transaction; or

          (b) the material facts of the transaction and the Director's interest
were disclosed to the Shareholders entitled to vote and they authorized,
approved, or ratified the transaction; or

          (c) the transaction was fair to the Company.

     9.2 Restriction of Duties and Liabilities. The Shareholders, Directors and
officers shall in no event have any greater duties or liabilities than those
imposed by applicable law as shall be in effect from time to time. However, in
no event shall the duties and liabilities of Shareholders, Directors and
officers be inconsistent with the standards contained in the Articles of
Incorporation.

     9.3 Persons Dealing with Directors or Officers. Any act of the Directors or
officers purporting to be done in their capacity as such shall, as to any
Persons dealing in good faith with the Directors or officers, be conclusively
deemed to be within the purposes of this Company and within the powers of the
Directors and officers.

          The Directors may authorize any officer or officers or agent or agents
to enter into any contract or execute any instrument in the name and on behalf
of the Company and/or Directors.

          No Person dealing in good faith with the Directors or any of them or
with the authorized officers, employees, agents or representatives of the
Company, shall be bound to see to the application of any funds or property
passing into their hands or control. The receipt of the Directors, or any of
them, or of authorized officers, employees, agents, or representatives of the
Company, of moneys or other consideration, shall be binding upon the Company.

     9.4 Reliance. The Directors and officers may consult with counsel and the
advice or opinion of the counsel shall be full and complete personal protection
to all of the Directors and officers in respect of any action taken or suffered
by them in good faith and in reliance on and in accordance with such advice or
opinion. In discharging their duties, Directors and officers, when acting in
good faith, may rely upon financial statements of the Company represented to
them to be correct by the Chairman of the Board, the Chief Financial Officer or
the officer of the Company having charge of its books of account, or stated in a
written report by an independent certified public accountant fairly to present
the financial position of the Company. The Directors

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may rely, and shall be personally protected in acting upon, any instrument or
other document believed by them to be genuine.

     9.5 Income Tax Status. Without limitation of any rights of indemnification
or non-liability of the Directors, these Bylaws contain no commitment or
representation that the Company will qualify as a REIT or for the dividends paid
deduction or other tax advantages permitted by the Code, and any such failure to
qualify shall not render the Directors liable to the Shareholders or to any
other Person or in any manner operate to annul the Company.

                                   ARTICLE X
                                  MISCELLANEOUS

     10.1 Competing Programs. Nothing in these Bylaws shall be deemed to
prohibit any Affiliate of the Company from dealing, or otherwise engaging in
business with, Persons transacting business with the Company or from providing
services relating to the purchase, sale, management, development or operation of
real property and receiving compensation therefor, not involving any rebate,
reciprocal arrangement or other transaction which would have the effect of
circumventing any restrictions set forth herein relating to the dealings between
the Company and its Affiliates. The Company shall not have any right, by virtue
of these Bylaws, in or to such other ventures or activities or to the income or
proceeds derived therefrom, and the pursuit of such ventures, even if
competitive with the business of the Company, shall not be deemed wrongful or
improper. No Affiliate of the Company shall be obligated to present any
particular investment opportunity to the Company, even if such opportunity is of
a character which, if presented to the Company, could be taken by the Company.

     10.2 Corporate Seal. The Company shall have a corporate seal in the form of
a circle containing the name of the Company and such other details as may be
required by the Board.

     10.3 Inspection of Bylaws. The Company shall keep at its principal office
the information required by the Act, including the original or a copy of these
Bylaws, as amended, certified by the Secretary, which shall be open to
inspection by Shareholders at any reasonable time during office hours upon
notice to the Company as provided by the Act.

     10.4 Inspection of Corporate Records. The Shareholders, or any holders of a
voting trust certificate, shall have the right to inspect the accounting books
and records of the Company, and the minutes of proceedings of the Shareholders
and the Board and committees of the Board as provided by the Act.

     10.5 Checks, Drafts, Etc. All checks, drafts or other orders for payment of
money, notes or other evidences of indebtedness, issued in the name of or
payable to the Company, shall be signed or endorsed by the Person or Persons and
in the manner as from time to time shall be determined by resolution of the
Board or by officers duly authorized.

     10.6 Contracts, Etc., How Executed. The Board, except as provided elsewhere
in these Bylaws, may authorize any officer or officers or agent or agents to
enter into any contract or execute any instrument in the name of and on behalf
of the Company. That authority may be general or confined to specific instances.

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     10.7 Representation of Shares of Other Corporations. The Chairman of the
Board or the CEO or, in the event of their absence or inability to serve, any
Vice President and the Secretary or Assistant Secretary of this Company, are
authorized to vote, represent and exercise, on behalf of the Company, all rights
incidental to any and all shares of any other company standing in the name of
the Company. The authority granted to such officers to vote or represent on
behalf of the Company any and all shares held by the Company in any other
company may be exercised by any authorized Person in person or by proxy or power
of attorney duly executed by the officers.

     10.8 Annual Report. The Board shall cause to be sent to the Shareholders,
not later than 120 days after the close of the fiscal or calendar year, and not
less than 30 days before the date of the Company's annual meeting of
Shareholders as provided in Section 4.2 of these Bylaws, an Annual Report in the
form deemed appropriate by the Board. The Annual Report shall include an annual
balance sheet and an annual statement of income and expense of the Company, and
such other financial statements as the Board deems appropriate, all of which
shall be prepared in accordance with generally accepted accounting principles.
The financial statements shall be audited by, and accompanied by the report of,
an independent certified public accountant. A manually signed copy of the
accountant's report shall be filed with the Board. In addition, the Company
shall file an annual report on Form 10-K with the SEC as required by SEC Rules.

     10.9 Quarterly Reports. The Company shall file quarterly reports on Form
10-Q with the SEC as required by SEC Rules.

     10.10 Other Reports. The Company shall file such other reports with the SEC
as are required by SEC Rules.

     10.11 Provisions in Conflict with Law or Regulation; Amendment Generally.

          (a) The provisions of these Bylaws are severable, and if the Board
shall determine, with the advice of counsel, that any one or more of these
provisions (the "Conflicting Provisions") are in conflict with the REIT
Provisions of the Code, or with other applicable laws or regulations (including
NYSE Rules and SEC Rules), the Conflicting Provisions shall be deemed never to
have constituted a part of these Bylaws, and the Directors shall be able to
amend or revise the Bylaws to the extent necessary to bring the provisions of
these Bylaws into conformity with the REIT Provisions of the Code, or any other
applicable law or regulation; however, this determination by the Directors shall
not affect or impair any of the remaining provisions of these Bylaws or render
invalid or improper any action taken or omitted (including but not limited to
the election of Directors) prior to the determination. A certification signed by
a majority of the Directors setting forth any such determination and reciting
that it was duly adopted by the Directors, or a copy of these Bylaws, with the
Conflicting Provisions removed pursuant to the determination of a majority of
the Directors, shall be conclusive evidence of such determination when logged in
the records of the Company. The Board may also amend or revise the Bylaws to the
extent other provisions of these Bylaws expressly permit such amendment or
revision. The Directors shall not be liable for failure to make any
determination under this Section 10.11.

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<PAGE>

          (b) If any provisions of these Bylaws shall be held invalid or
unenforceable, the invalidity or unenforceability shall attach only to that
provision and shall not in any manner affect or render invalid or unenforceable
any other provision, and these Bylaws shall be carried out as if the invalid or
unenforceable provision were not present.

          (c) The Board shall have full power and authority to amend and revise
these Bylaws or any portion hereof, which shall expressly include the revision
or amendment of existing Bylaw provisions, the elimination of provisions of the
Bylaws and the addition of new Bylaw provisions, in each case to the full extent
that the Board deems it necessary, advisable or convenient.

          (d) The provisions of this Section 10.11 permitting the Board to make
amendments to the Bylaws shall be interpreted liberally so as to give full
effect to their purpose and intent. Such amendments may be effective at any time
and from time to time by action of the Board, and any such action taken in
actual good faith of the Board shall be deemed duly taken and adopted and a
proper and binding amendment to these Bylaws.

     10.12 Voluntary Dissolution. The Company may elect to wind up and dissolve
by the vote of Shareholders entitled to exercise a majority of the voting power
of the Company.

     10.13 Distributions. The payment of distributions on Shares shall be at the
discretion of the Board, and shall depend upon the earnings, cash flow and
general financial condition of the Company, and such other facts as the Board
deems appropriate.

     10.14 Shareholder Liability. Shareholders shall not be personally liable
for obligations of the Company.

     10.15 Certain NYSE Requirements. Nothing contained in these Articles shall
impair the settlement of transactions entered into through the facilities of the
NYSE.

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