EXHIBIT 3.3 BY-LAWS OF GETTY REALTY CORP.



BYLAWS

OF

GETTY REALTY CORP.

| |                           
| | --------------------------
| | Adopted
 January 9, 1998  
| | Amended
 February 28, 2002

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SELECTED TABLE OF CONTENTS

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|--------------------------------------------------------------------------------------------- | --
|Article
 I - Offices                                                                          | 1 
|                                                                                              |   
|Article
 II - Meetings of Stockholders                                                        | 1 
|                                                                                              |   
|Section
 10 - Voting of Stock by Certain
 Holders (Control Share Acquisition Statute Opt-out) | 3 
|                                                                                              |   
|Section
 12 - Nominations and Proposals by
 Stockholders (Advance Notice Provisions)          | 4 
|                                                                                              |   
|Article
 III - Directors                                                                      | 7 
|                                                                                              |   
|Article
 IV - Committees                                                                      | 10
|                                                                                              |   
|Article
 V - Officers                                                                         | 11
|                                                                                              |   
|Article
 VI - Contracts, Loans, Checks and Deposits                                           | 14
|                                                                                              |   
|Article
 VII - Stock                                                                          | 14
|                                                                                              |   
|Article
 VIII - Accounting Year; Appointment of Auditors                                      | 17
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|Article
 IX - Distributions                                                                   | 17
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|Article
 X - Investment Policy                                                                | 18
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|Article
 XI - Seal                                                                            | 18
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|Article
 XII - Indemnification and Advance of Expenses                                        | 18
|                                                                                              |   
|Article
 XIII - Waiver of Notice                                                              | 19
|                                                                                              |   
|Article
 XIV - Amendment of Bylaws                                                            | 19

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GETTY REALTY CORP.

BYLAWS

ARTICLE I

OFFICES

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

Section
2. ADDITIONAL OFFICES. The Corporation may have additional offices at such
places as the Board of Directors may from time to time determine or the
business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

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

Section
2. ANNUAL MEETING. An annual meeting of the stockholders for the election of
directors and the transaction of any business within the powers of the
Corporation shall be held on a date and at the time set by the Board of
Directors during the month of May in each year.

Section
3. SPECIAL MEETINGS. The president, the chairman of the board, chief executive
officer 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.
Such request shall state the purpose of such meeting and the matters proposed
to be acted on at such meeting. The secretary shall inform such stockholders of
the reasonably estimated cost of preparing and mailing notice of the meeting
and, upon payment to the Corporation by such stockholders of such costs, the
secretary shall give notice to each stockholder entitled to notice of the
meeting.

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Section
4. NOTICE. Not less than ten nor more than 90 days before each meeting of
stockholders, the secretary shall give to each stockholder entitled to vote at
such meeting 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.

Section
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.

Section
6. ORGANIZATION. At every meeting of stockholders, the chairman of the board,
if there be one, shall conduct the meeting or, in the case of vacancy in office
or absence of the chairman of the board, one of the following officers present
shall conduct the meeting in the order stated: the vice chairman of the board,
if there be one, the president, the vice presidents in their order of rank and
seniority, or a chairman chosen by the stockholders entitled to cast a majority
of the votes which all stockholders present in person or by proxy are entitled
to cast, shall act as chairman of the meeting. 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 of the meeting. The order of business and all other matters of
procedure at every meeting of the stockholders shall be determined by the
chairman of the meeting. The chairman of any meeting of stockholders may
prescribe such rules, regulations and procedures and take such action as, in
the discretion of such chairman, are appropriate for the proper conduct of the
meeting, including (a) maintaining order and security at the meeting; (b)
limiting attendance or participation at the meeting to stockholders of record
of the Corporation, their duly authorized and constituted proxies or such other
persons as the chairman of the meeting may determine; (c) restricting admission
to the meeting after the time fixed for the commencement thereof; and (d)
limiting the time allotted to questions or comments by

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participants.
Unless otherwise determined by the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.

Section
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 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.

Section
8. VOTING. A plurality of all the votes cast at a meeting of stockholders duly
called and at which a quorum is present shall be sufficient to elect a
director. Each share may be voted for as many individuals as there are
directors to be elected and for whose election the share is entitled to be
voted. A majority of the votes cast at a meeting of stockholders duly called
and at which a quorum is present shall be sufficient to approve any other
matter which may properly come before the meeting, unless more than a majority
of the votes cast is required by statute or by the charter of the Corporation.
Unless otherwise provided in the charter, each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of stockholders.

Section
9. PROXIES. A stockholder may cast the votes entitled to be cast by the shares
of 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.

Section
10. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in
the name of a corporation, partnership, trust or other entity, if entitled to
be voted, may be voted by the president or a vice president, a general partner
or trustee thereof, as the case may be, or a proxy appointed by any of the
foregoing

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individuals,
unless some other person who has been appointed to vote such stock pursuant to
a bylaw or a resolution of the governing body of such corporation or other
entity or agreement of the partners of a partnership presents a certified copy
of such bylaw, resolution or agreement, in which case such person may vote such
stock. Any director or other fiduciary may vote stock registered in his name as
such fiduciary, either in person or by proxy.

Shares
of stock of the Corporation directly or indirectly owned by it shall not be
voted at any meeting and shall not be counted in determining the total number
of outstanding shares entitled to be voted at any given time, unless they are
held by it in a fiduciary capacity, in which case they may be voted and shall be
counted in determining the total number of outstanding shares at any given
time.

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

Notwithstanding
any other provision of the charter of the Corporation or these Bylaws, Sections
3-701 through 3-709 of the Maryland General Corporation Law (the MGCL) (or
any successor statute) shall not apply to any acquisition by any person of
shares of stock of the Corporation. This section may be repealed in the manner
set forth in Article XIV of these Bylaws, in whole or in part, at any time,
whether before or after an acquisition of control shares (as defined in Section
3-701 of the MGCL) and, upon such repeal, may, to the extent provided by any
successor bylaw, apply to any prior or subsequent control share acquisition.

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Section
11. INSPECTORS. At any meeting of stockholders, the chairman of the meeting may
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 such inspector or by a
majority of them if there is more than one inspector acting at such meeting. If
there is more than one inspector, the report of a majority shall be the report
of the inspectors. The report of the inspector or inspectors on the number of
shares represented at the meeting and the results of the voting shall be prima
facie evidence thereof.

Section
12. NOMINATIONS AND PROPOSALS BY STOCKHOLDERS

(a)
Annual Meetings of Stockholders. (1) 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 or (iii) by any stockholder of the Corporation who was a
stockholder of record both at the time of giving of notice provided for in this
Section 12(a) and at the time of the annual meeting, who is entitled to vote at
the meeting and who complied with the notice procedures set forth in this
Section 12(a).

(2)
For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this
Section 12, the stockholder must have given timely notice thereof in writing to
the secretary of the Corporation and such other business must otherwise be a
proper matter for action by stockholders. To be timely, a stockholders notice
shall be delivered to the secretary at the principal executive offices of the
Corporation not later than the close of business on the 60th day nor earlier
than the close of business on the 90th day 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 or if the Corporation has not
previously held an annual meeting, notice by the stockholder to be timely must
be so delivered not earlier than the close of business on

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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 by the Corporation. In no event shall the public announcement of a
postponement or adjournment of an annual meeting to a later date commence a new
time period for the giving of a stockholders notice as described above. Such
stockholders notice shall set forth (i) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the Exchange Act) (including such persons written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (ii) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder 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.

(3)
Notwithstanding anything in the second sentence of paragraph (a)(2) of this
Section 12 to the contrary, in the event that the number of directors to be
elected to the Board of Directors is increased and there is no public
announcement by the Corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at least 70 days prior
to the first anniversary of the preceding years annual meeting, a
stockholders notice required by this Section 12(a) shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the secretary at the principal executive
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.

(b)
Special Meetings of Stockholders. Only such business shall be conducted at a
special meeting of stockholders as shall have been

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brought
before the meeting pursuant to the Corporations notice of meeting. 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 any stockholder of the
Corporation who is a stockholder of record both at the time of giving of notice
provided for in this Section 12(b) and at the time of the special meeting, who
is entitled to vote at the meeting and who complied with the notice procedures
set forth in this Section 12(b). 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 paragraph (a)(2) of this Section 12 shall be delivered to the
secretary at the principal executive offices of the Corporation not earlier
than the close of business on 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 day on which public announcement
is first made of the date of the special meeting and of the nominees proposed
by the Board of Directors to be elected at such meeting. In no event shall the
public announcement of a postponement or adjournment of a special meeting to a
later date commence a new time period for the giving of a stockholders notice
as described above.

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(c)
General. (1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 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 12. The chairman 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 or proposed, as the case may be, in accordance with
the procedures set forth in this Section 12 and, if any proposed nomination or
business is not in compliance with this Section 12, to declare that such
nomination or proposal shall be disregarded.

(2)
For purposes of this Section 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.

(3)
Notwithstanding the foregoing provisions of this Section 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 12. Nothing in this Section 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.

Section
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.

ARTICLE III

DIRECTORS

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

Section
2. NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or at any special
meeting called for that purpose, a majority of the entire Board of Directors
may establish, increase or decrease the number of directors, provided that the
number thereof

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shall
never be less than the minimum number required by the Maryland General
Corporation Law, 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.

Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of
Directors shall be held immediately after and at the same place as the annual
meeting of stockholders, no notice other than this Bylaw being necessary. The
Board of Directors may provide, by resolution, the time and place, either
within or without the State of Maryland, for the holding of regular meetings of
the Board of Directors without other notice than such resolution.

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

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

Section
6. QUORUM. A majority of the directors shall constitute a quorum for
transaction of business at any meeting of the Board of Directors, provided
that, if less than a majority of such directors are present at said meeting, a
majority of the directors present may adjourn the meeting from time to time
without further

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notice.

The
directors present at a meeting which has been duly called and convened may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough directors to leave less than a quorum.

Section
7. VOTING. The action of the majority of the directors present at a meeting at
which a quorum is present shall be the action of the Board of Directors, unless
the concurrence of a greater proportion is required for such action by
applicable statute or by the charter of the Corporation.

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

Section
9. 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.

Section
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). 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. Any
vacancy in the number of directors created by an increase in the number of
directors may be filled by a majority vote of the entire Board of Directors.
Any individual so elected as director shall hold office until the next annual
meeting of stockholders and until his successor is elected and qualifies.

Section
11. COMPENSATION. Directors shall not receive any stated salary for their
services as directors but, by resolution of the Board of Directors, may receive
fixed sums per year and/or per meeting of the Board of Directors or any
committees thereof and/or per visit to real property or other facilities owned
or leased by the Corporation and for any service or activity they performed or
engaged in as directors. Directors may be reimbursed for expenses of

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attendance,
if any, at each annual, regular or special meeting of the Board of Directors or
of any committee thereof and for their expenses, if any, in connection with
each property visit and any other service or activity they performed or engaged
in as directors; but nothing herein contained shall be construed to preclude
any directors from serving the Corporation in any other capacity and receiving
compensation therefor.

Section
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.

Section
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.

Section
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.

Section
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. Any director or officer 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 IV

COMMITTEES

Section
1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from
among its members an Audit Committee, a Nominating Committee and a Compensation
and Benefits Committee and other committees, composed of one or more directors,
to serve at the

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pleasure
of the Board of Directors.

Section
2. POWERS. The Board of Directors may delegate to committees appointed under
Section 1 of this Article any of the powers of the Board of Directors, except
as prohibited by law.

Section
3. MEETINGS. Notice of committee meetings shall be given in the same manner as
notice for special meetings of the Board of Directors. A majority of the
members of the committee shall constitute a quorum for the transaction of
business at any meeting of the committee. The act of a majority of the
committee members present at a meeting shall be the act of such committee. The
Board of Directors may designate a chairman of any committee, and such chairman
or any two members of any committee may fix the time and place of its meeting
unless the Board shall otherwise provide. In the absence of any member of any such
committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint another director to act in the place of such
absent member. Each committee shall keep minutes of its proceedings.

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

Section
5. 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.

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

ARTICLE V

OFFICERS

Section
1. GENERAL PROVISIONS. The officers of the

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Corporation
shall include a president, a secretary and a treasurer and may include a
chairman of the board, a vice chairman of the board, one or more vice
presidents, a chief operating officer, a chief financial officer, one or more
assistant secretaries and one or more assistant treasurers. In addition, the
Board of Directors may from time to time appoint such other officers with such
powers and duties as they shall deem necessary or desirable. The officers of
the Corporation shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each annual meeting of
stockholders, except that the chief executive officer 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 any office except that of president,
treasurer and secretary. Election of an officer or agent shall not of itself
create contract rights between the Corporation and such officer or agent.

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

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

Section
4. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief
executive officer. In the absence of such designation, the chairman of the
board shall be the chief executive officer of the Corporation. The chief
executive officer shall have general responsibility for implementation of the
policies of the

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Corporation,
as determined by the Board of Directors, and for the management of the business
and affairs of the Corporation.

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

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

Section
7. CHAIRMAN OF THE BOARD. The Board of Directors may designate a chairman of
the board. The chairman of the board shall preside over the meetings of the
Board of Directors and of the stockholders at which he shall be present. The
chairman of the board shall perform such other duties as may be assigned to him
or them by the Board of Directors.

Section
8. PRESIDENT. The president or chief executive officer, as the case may be,
shall in general supervise and control all of the business and affairs of the
Corporation. In the absence of a designation of a chief operating officer by
the Board of Directors, the president shall be the chief operating officer. He
may execute any deed, mortgage, bond, contract or other instrument, except in
cases where the execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation
or shall be required by law to be otherwise executed; and in general shall
perform all duties incident to the office of president and such other duties as
may be prescribed by the Board of Directors from time to time.

Section
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 president or by the Board of Directors. The Board of
Directors may designate one or more vice presidents as executive vice
president, as senior vice president or as vice president for particular areas
of

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responsibility.

Section
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) see that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records and of the seal of
the Corporation; (d) keep a register of the post office address of each
stockholder which shall be furnished to the secretary by such stockholder; (e)
have general charge of the share transfer books of the Corporation; and (f) in
general perform such other duties as from time to time may be assigned to him
by the chief executive officer, the president or by the Board of Directors.

Section
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 the president and Board of Directors, whenever it may so require, an
account of all his transactions as treasurer and of the financial condition of
the Corporation.

If
required by the Board of Directors, the treasurer shall give the Corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, moneys and
other property of whatever kind in his possession or under his control
belonging to the Corporation.

Section
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
president or the Board of

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Directors.
The assistant treasurers shall, if required by the Board of Directors, give
bonds for the faithful performance of their duties in such sums and with such
surety or sureties as shall be satisfactory to the Board of Directors.

Section
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 he is also a director.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

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

Section
2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or agent of the Corporation in such
manner as shall from time to time be determined by the Board of Directors.

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

ARTICLE VII

STOCK

Section
1. GENERAL. Unless the Board of Directors authorizes the issue of some or all
of the shares of any of its classes or series without certificates, the
Corporation shall comply with Sections 2 through 4 of this Article VII. If the
Board of Directors authorizes the issue of some or all of the shares of any of

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its
classes or series without certificates it need not comply with such Sections
with respect to any such shares but must comply with any requirements of the
MGCL and the Commercial Law Article of the Annotated Code of Maryland regarding
the issuance of shares without certificates.

Section
2. CERTIFICATES. Each stockholder shall be entitled to a certificate or
certificates which shall represent and certify the number of shares of each
class of stock held by him in the Corporation. Each certificate shall be signed
by the chief executive officer, the chairman of the board, the president or a
vice president and countersigned by the secretary or an assistant secretary or
the treasurer or an assistant treasurer and may be sealed with the seal, if
any, of the Corporation. The signatures may be either manual or facsimile.
Certificates shall be consecutively numbered; and if the Corporation shall, from
time to time, issue several classes of stock, each class may have its own
number series. A certificate is valid and may be issued whether or not an
officer who signed it is still an officer when it is issued. Each certificate
representing shares which are restricted as to their transferability or voting
powers, which are preferred or limited as to their dividends or as to their
allocable portion of the assets upon liquidation or which are redeemable at the
option of the Corporation, shall have a statement of such restriction,
limitation, preference or redemption provision, or a summary thereof, plainly
stated on the certificate. If the Corporation has authority to issue stock of
more than one class, the certificate shall contain on the face or back a full
statement or summary of the designations and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends and
other distributions, qualifications and terms and conditions of redemption of
each class of stock and, if the Corporation is authorized to issue any
preferred or special class in series, the differences in the relative rights
and preferences between the shares of each series to the extent they have been
set and the authority of the Board of Directors to set the relative rights and
preferences of subsequent series. In lieu of such statement or summary, the
certificate may state that the Corporation will furnish a full statement of
such information to any stockholder upon request and without charge. If any class
of stock is restricted by the Corporation as to transferability, the
certificate shall contain a full statement of the restriction or state that the
Corporation will furnish information about the restrictions to the stockholder
on request and without charge.

Section
3. TRANSFERS. Upon surrender to the Corporation or

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the
transfer agent of the Corporation of a stock certificate duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

The
Corporation shall be entitled to treat the holder of record of any share of
stock as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of the State of Maryland.

Notwithstanding
the foregoing, transfers of shares of any class of stock will be subject in all
respects to the charter of the Corporation and all of the terms and conditions
contained therein.

Section
4. REPLACEMENT CERTIFICATE. Any officer designated by the Board of Directors
may direct a new certificate to be issued in place of any certificate
previously issued by the Corporation alleged to have been lost, stolen or
destroyed upon the making of an affidavit of that fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing the issuance
of a new certificate, an officer designated by the Board of Directors may, in
his discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate or the owners legal
representative to advertise the same in such manner as he shall require and/or
to give bond, with sufficient surety, to the Corporation to indemnify it
against any loss or claim which may arise as a result of the issuance of a new
certificate.

Section
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of Directors
may set, in advance, a record date for the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders or determining
stockholders entitled to receive payment of any dividend or the allotment of
any other rights, or in order to make a determination of stockholders for any
other proper purpose. Such date, in any case, shall not be prior to the close
of business on the day the record date is fixed and shall be not more than 90
days and, in the case of a meeting of stockholders, not less than ten days, before
the date on which the meeting or particular action requiring such determination
of stockholders of record is to be held or taken.

In
lieu of fixing a record date, the Board of Directors may

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provide
that the stock transfer books shall be closed for a stated period but not
longer than 20 days. If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days before the date
of such meeting.

If
no record date is fixed and the stock transfer books are not closed for the
determination of stockholders, (a) the record date for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day on which the notice of meeting is
mailed or the 30th day before the meeting, whichever is the closer date to the
meeting; and (b) the record date for the determination of stockholders entitled
to receive payment of a dividend or an allotment of any other rights shall be
the close of business on the day on which the resolution of the directors,
declaring the dividend or allotment of rights, is adopted.

When
a determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to
any adjournment thereof, except when (i) the determination has been made
through the closing of the transfer books and the stated period of closing has
expired or (ii) the meeting is adjourned to a date more than 120 days after the
record date fixed for the original meeting, in either of which case a new
record date shall be determined as set forth herein.

Section
6. STOCK LEDGER. The Corporation shall maintain at its principal office or at
the office of its counsel, accountants or transfer agent, an original or
duplicate share ledger containing the name and address of each stockholder and
the number of shares of each class held by such stockholder.

Section
7. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may issue
fractional stock or provide for the issuance of scrip, all on such terms and
under such conditions as they may determine. Notwithstanding any other
provision of the charter or these Bylaws, the Board of Directors may issue
units consisting of different securities of the Corporation. Any security
issued in a unit shall have the same characteristics as any identical
securities issued by the Corporation, except that the Board of Directors may
provide that for a specified period securities of the Corporation issued in
such unit may be transferred on the books of the Corporation only in such unit.

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ARTICLE VIII

ACCOUNTING YEAR; APPOINTMENT OF
AUDITORS

The
Board of Directors shall have the power, from time to time, to (i) fix the
fiscal year of the Corporation by a duly adopted resolution and (ii) appoint,
or to authorize officers of the corporation to appoint, certified public
accountants to prepare audited financial statements of the Corporation.

ARTICLE IX

DISTRIBUTIONS

Section
1. AUTHORIZATION. Dividends and other distributions upon the stock of the
Corporation may be authorized and declared by the Board of Directors, subject
to the provisions of law and the charter of the Corporation. Dividends and
other distributions may be paid in cash, property or stock of the Corporation
or its subsidiaries, subject to the provisions of law and the charter.

Section
2. CONTINGENCIES. Before payment of any dividends or other distributions, there
may be set aside out of any assets of the Corporation available for dividends
or other distributions such sum or sums as the Board of Directors may from time
to time, in its absolute discretion, think proper as a reserve fund for
contingencies, for equalizing dividends or other distributions, for repairing
or maintaining any property of the Corporation or for such other purpose as the
Board of Directors shall determine to be in the best interest of the
Corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.

ARTICLE X

INVESTMENT POLICY

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

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ARTICLE XI

SEAL

Section
1. SEAL. The Board of Directors may authorize the adoption of a seal by the
Corporation. The seal shall contain the name of the Corporation and the year of
its incorporation and the words Maryland. The Board of Directors may
authorize one or more duplicate seals and provide for the custody thereof.

Section
2. AFFIXING SEAL. Whenever the Corporation is permitted or required to affix
its seal to a document, it shall be sufficient to meet the requirements of any
law, rule or regulation relating to a seal to place the word (SEAL) adjacent
to the signature of the person authorized to execute the document on behalf of
the Corporation.

ARTICLE XII

INDEMNIFICATION AND ADVANCE OF
EXPENSES

To
the maximum extent permitted by Maryland law in effect from time to time, the
Corporation shall indemnify and, without requiring a preliminary determination
of the ultimate entitlement to indemnification, shall pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (a) any individual
who is a present or former director or officer of the Corporation and who is
made a party to the proceeding by reason of his 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 his service in that capacity. The Corporation may, with
the approval of its Board of Directors, provide such indemnification and
advance for expenses to a person who served a predecessor of the Corporation in
any of the capacities described in (a) or (b) above and to any employee or
agent of the Corporation or a predecessor of the Corporation.

Neither
the amendment nor repeal of this Article, nor the adoption or amendment of any
other provision of the Bylaws or charter of the Corporation inconsistent with
this Article, shall apply to or affect in any respect the applicability of the
preceding paragraph with respect to any act or failure to act which occurred
prior to

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such
amendment, repeal or adoption.

ARTICLE XIII

WAIVER OF NOTICE

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

ARTICLE XIV

AMENDMENT OF BYLAWS

The
Board of Directors shall have the exclusive power to adopt, alter or repeal any
provision of these Bylaws and to make new Bylaws.

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