ALLIED CAPITAL CORPORATION
 AMENDED AND RESTATED BYLAWS




---



##### 



TABLE OF CONTENTS
 ARTICLE I OFFICES
    
    
    1Section 1. Office
    
    
    1Section 2. Additional Offices
    
    
    1ARTICLE II MEETINGS OF STOCKHOLDERS
    
    
    1Section 1. Time and Place
    
    
    1Section 2. Annual Meeting
    
    
    1Section 3. Notice of Annual Meeting
    
    
    1Section 4. Special Meetings
    
    
    1Section 5. Notice of Special Meeting
    
    
    2Section 6. Presiding Officer
    
    
    2Section 7. Quorum. Adjournments
    
    
    2Section 8. Voting
    
    
    3Section 9. Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals
    
    
    3Section 10. Control Share Acquisition Act
    
    
    6ARTICLE III DIRECTORS
    
    
    6Section 1. General Powers; Number; Tenure
    
    
    6Section 2. Matters for Which Action of the Entire Board is Required
    
    
    7Section 3. Vacancies
    
    
    7Section 4. Removal; Resignation
    
    
    7Section 5. Place of Meetings
    
    
    7Section 6. Annual Meeting
    
    
    7Section 7. Regular Meetings
    
    
    8Section 8. Special Meetings
    
    
    8Section 9. Quorum; Adjournments
    
    
    8Section 10. Compensation
    
    
    8Section 11. Action by Consent
    
    
    8Section 12. Meetings by Telephone or Similar Communications
    
    
    8ARTICLE IV COMMITTEES
    
    
    9Section 1. Executive Committee
    
    
    9Section 2. Corporate Governance / Nominating Committee
    
    
    9Section 3. Compensation Committee
    
    
    9Section 4. Audit Committee
    
    
    9Section 5. Other Committees
    
    
    10Section 6. Procedure; Notice; Meetings
    
    
    10Section 7. Quorum; Vote
    
    
    10Section 8. Appointments; Vacancies; Changes; Discharges
    
    
    10Section 9. Tenure
    
    
    10Section 10. Compensation
    
    
    10Section 11. Action by Consent
    
    
    11Section 12. Meetings by Telephone or Similar Communications
    
    
    11ARTICLE V NOTICES
    
    
    11Section 1. Form; Delivery
    
    
    11Section 2. Waiver
    
    
    11
 i




---



##### 



ARTICLE VI OFFICERS
    
    
    12Section 1. Designations
    
    
    12Section 2. Term of Office; Removal
    
    
    12Section 3. Compensation
    
    
    13Section 4. The Chairman of the Board
    
    
    13Section 5. The Chief Executive Officer
    
    
    13Section 6. The President
    
    
    13Section 7. The Chief Operating Officer
    
    
    14Section 8. The Chief Financial Officer
    
    
    14Section 9. The Chief Legal Officer
    
    
    15Section 10. The Chief Valuation Officer
    
    
    15Section 11. The Chief Compliance Officer
    
    
    15Section 12. The Managing Directors
    
    
    15Section 13. Principals and Executive Vice Presidents
    
    
    16Section 14. Vice Presidents
    
    
    16Section 15. Investment Officers
    
    
    16Section 16. The Secretary
    
    
    16Section 17. The Assistant Secretary
    
    
    17Section 18. Associates
    
    
    17Section 19. The Treasurer
    
    
    17Section 20. The Assistant Treasurer
    
    
    17ARTICLE VII INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND AGENTS
    
    
    17Section 1. Generally
    
    
    17Section 2. Limitation for Disabling Conduct
    
    
    18ARTICLE VIII STOCK CERTIFICATES
    
    
    20Section 1. Form of Signatures; Statements
    
    
    20Section 2. Registration of Transfer
    
    
    21Section 3. Registered Stockholders
    
    
    21Section 4. Location of Stock Ledger
    
    
    21Section 5. Record Date
    
    
    22Section 6. Lost, Stolen or Destroyed Certificates
    
    
    22ARTICLE IX GENERAL PROVISIONS
    
    
    22Section 1. Dividends
    
    
    22Section 2. Reserves
    
    
    22Section 3. Fiscal Year
    
    
    22Section 4. Seal
    
    
    22ARTICLE X AMENDMENTS
    
    
    23CERTIFICATE
    
    
    24
 ii




---



##### 



BYLAWS
   Office
 Additional Offices
   Time and Place
 Annual Meeting
 Notice of Annual Meeting
 Special Meetings
 1




---



##### 



Notice of Special Meeting
 Presiding Officer
 Quorum. Adjournments
 Voting
  2




---



##### 



Advance Notice Of Stockholder Nominees For Director And Other Stockholder
Proposals.
 (a) Annual Meetings of Stockholders
  th th
 3




---



##### 



Special Meetings of Stockholders
 4




---



##### 



General
     5




---



##### 



Control Share Acquisition Act
   General Powers; Number; Tenure
 Matters for Which Action of the Entire Board is Required
  6




---



##### 



Vacancies
 Removal; Resignation
   Place of Meetings
 Annual Meeting
 Regular Meetings
 7




---



##### 



Special Meetings
 Quorum; Adjournments
 Compensation
 Action by Consent
 Meetings by Telephone or Similar Communications
 8




---



##### 



Executive Committee
 Corporate Governance / Nominating Committee
 Compensation Committee
 Audit Committee
 9




---



##### 



Other Committees
 Procedure; Notice; Meetings
 Quorum; Vote
 Appointments; Vacancies; Changes; Discharges
 Tenure
 Compensation
 10




---



##### 



Action by Consent
 Meetings by Telephone or Similar Communications
   Form; Delivery
 Waiver
   Designations
 11




---



##### 



Term of Office; Removal
 Compensation
 12




---



##### 



The Chairman of the Board
 The Chief Executive
Officer
 The President
 13




---



##### 



The Chief Operating Officer. ,
 The Chief Financial Officer
 The Chief Legal Officer ,
 14




---



##### 



The Chief Valuation Officer.
 The Chief Compliance Officer.
 The Managing Directors
 15




---



##### 



The Principals and Executive Vice Presidents
 Vice Presidents
 Investment Officers
 The Secretary
 The Assistant Secretary
 16




---



##### 



Associates
 The Treasurer
 The Assistant Treasurer
   Generally
  17




---



##### 



Limitation for Disabling Conduct
       18




---



##### 



Form of Signatures; Statements
  19




---



##### 



Registration of Transfer
 20




---



##### 



Registered Stockholders
   Location of Stock Ledger
 21




---



##### 



Record Date
 Lost, Stolen or Destroyed Certificates
   Dividends
 Reserves
 Fiscal Year
 Seal
  22




---



##### 



2 3
 23