Exhibit 3.4 
  TRAVELCENTERS OF AMERICA LLC  
  AMENDED AND
RESTATEDBYLAWS  
  November 7, 2008  As Amended and
Restated February 27, 2009


Table of
Contents  ARTICLE I OFFICES
  1Section 1.1.
  Offices
  1ARTICLE II MEETINGS OF SHAREHOLDERS
  1Section 2.1.
  Place
  1Section 2.2.
  Annual Meeting
  1Section 2.3.
  Special Meetings
  1Section 2.3.1.
  General
  1Section 2.3.2.
  Shareholder Requested Special Meetings
  1Section 2.4.
  Notice of Regular or Special Meetings
  4Section 2.5.
  Notice of Adjourned Meetings
  4Section 2.6.
  Scope of Meetings
  4Section 2.7.
  Organization of Shareholder Meetings
  4Section 2.8.
  Quorum
  5Section 2.9.
  Voting
  6Section 2.10.
  Proxies
  6Section 2.11.
  Record Date
  6Section 2.12.
  Voting of Shares by Certain Holders
  6Section 2.13.
  Inspectors
  6Section 2.14.
  Nominations and Other Proposals to be Considered at Meetings of
  Shareholders
  7Section 2.14.1.
  Annual Meetings of Shareholders
  7Section 2.14.2.
  Shareholder Nominations or Other Proposals Causing Covenant Breaches
  or Defaults
  13Section 2.14.3.
  Shareholder Nominations or Other Proposals Requiring Governmental
  Action
  14Section 2.14.4.
  Special Meetings of Shareholders
  15Section 2.14.5.
  General
  1516Section 2.15.
  Voting by Ballot
  1718Section 2.16.
  Proposals of Business Which Are Not Proper Matters For Action By
  Shareholders
  1718ARTICLE III DIRECTORS
  18Section 3.1.
  General Powers; Qualifications; Directors Holding Over
  18Section 3.2.
  Independent Directors and Managing Directors
  18Section 3.3.
  Number and Tenure
  19Section 3.4.
  Annual and Regular Meetings
  19Section 3.5.
  Special Meetings
  19Section 3.6.
  Notice
  19Section 3.7.
  Quorum
  1920Section 3.8.
  Voting
  20Section 3.9.
  Telephone Meetings
  20Section 3.10.
  Action by Written Consent of Board of Directors
  20  i


Section 3.11.
  Waiver of Notice
  2021Section 3.12.
  Vacancies
  2021Section 3.13.
  Compensation
  21Section 3.14.
  Removal of Directors
  21Section 3.15.
  Surety Bonds
  21Section 3.16.
  Reliance
  21Section 3.17.
  Qualifying Shares Not Required
  2122Section 3.18.
  Certain Rights of Directors, Officers, Employees and Agents
  2122Section 3.19.
  Emergency Provisions
  22ARTICLE IV COMMITTEES
  22Section 4.1.
  Number; Tenure and Qualifications
  22Section 4.2.
  Powers
  22Section 4.3.
  Meetings
  2223Section 4.4.
  Telephone Meetings
  23Section 4.5.
  Action by Written Consent of Committees
  23Section 4.6.
  Vacancies
  23ARTICLE V OFFICERS
  2324Section 5.1.
  General Provisions
  2324Section 5.2.
  Removal and Resignation
  2324Section 5.3.
  Vacancies
  24Section 5.4.
  Chief Executive Officer
  24Section 5.5.
  Chief Operating Officer
  24Section 5.6.
  Chief Financial Officer
  2425Section 5.7.
  Chairman of the Board
  2425Section 5.8.
  Vice Chairman of the Board
  2425Section 5.9.
  President
  2425Section 5.10.
  Vice Presidents
  25Section 5.11.
  Secretary
  25Section 5.12.
  Treasurer
  25Section 5.13.
  Assistant Secretaries and Assistant Treasurers
  2526Section 5.14.
  General Powers of Officers
  2526ARTICLE VI CHECKS AND DEPOSITS
  26Section 6.1.
  Checks and Drafts
  26Section 6.2.
  Deposits
  26ARTICLE VII SHARES
  26Section 7.1.
  Certificates
  26Section 7.2.
  Transfers
  2627Section 7.3.
  Mutilated, Destroyed, Lost or Stolen Certificates
  27Section 7.4.
  Closing of Transfer Books or Fixing of Record Date
  28Section 7.5.
  Stock Ledger
  2829ARTICLE VIII REGULATORY COMPLIANCE AND DISCLOSURE
  29Section 8.1.
  Actions Requiring Regulatory Compliance Implicating the Company
  29Section 8.2.
  Compliance With Law
  30  ii


Section 8.3.
  Limitation on Voting Shares or Proxies
  30Section 8.4.
  Representations, Warranties and Covenants Made to Governmental or
  Regulatory Bodies
  3031Section 8.5.
  Board of Directors Determinations
  3031ARTICLE IX FISCAL YEAR
  31Section 9.1.
  Fiscal Year
  31ARTICLE X DIVIDENDS AND OTHER DISTRIBUTIONS
  31Section 10.1.
  Dividends and Other Distributions
  31ARTICLE XI SEAL
  31Section 11.1.
  Seal
  31Section 11.2.
  Affixing Seal
  31ARTICLE XII WAIVER OF NOTICE
  3132Section 12.1.
  Waiver of Notice
  3132ARTICLE XIII AMENDMENT OF BYLAWS
  32Section 13.1.
  Amendment of Bylaws
  32ARTICLE XIV MISCELLANEOUS
  32Section 14.1.
  References to Limited Liability Company Agreement of the Company;
  Conflicting Provisions
  32Section 14.2.
  Costs and Expenses
  32Section 14.3.
  Ratification
  3233Section 14.4.
  Ambiguity
  33Section 14.5.
  Inspection of Bylaws
  33  iii


TRAVELCENTERS OF AMERICA LLCAMENDED AND RESTATEDBYLAWS  ARTICLE I OFFICES  Section 1.1.Offices.  The
Board of Directors may establish and change the principal office or place of
business of the Company at any time and may cause the Company to establish
other offices or places of business in various jurisdictions.  ARTICLE II  MEETINGS OF SHAREHOLDERS  Section 2.1.Place.  All
meetings of shareholders shall be held at the principal executive office of the
Company or at such other place as shall be set by the Board of Directors as
stated in the notice of the meeting.  For
purposes of these Bylaws, all references to shareholders of the Company shall
have the same meaning as the term Shareholders as used and defined in the
Companys Limited Liability Company Agreement (as it may be amended from time
to time, the LLC Agreement).  Section 2.2.Annual Meeting.  An annual meeting of the shareholders for the
election of directors and the transaction of any business within the powers of
the Company shall be called by the Board of Directors and shall be held on a
date and at the time set by the Board of Directors.  Failure to hold an annual meeting does not
invalidate the Companys existence or affect any otherwise valid acts of the
Company.  Section 2.3.Special Meetings.  Section 2.3.1.General.  The
chairman of the board, if any, or a majority of the entire Board of Directors
may call a special meeting of the shareholders. 
Subject to Section 2.3.2 and the last sentence of this Section 2.3.1,
a special meeting of shareholders shall also be called by the secretary of the
Company upon the written request of shareholders entitled to cast not less than
the Special Meeting Percentage of all the votes entitled to be cast at such
meeting.  The Special Meeting Percentage
shall be a majority or, to the extent permitted by any applicable rule of
the principal exchange on which the Companys common shares are listed (such
rules, the Exchange Rules), such higher percentage as shall be specified from
time to time by the Board of Directors; provided, however, that in no case
shall the Special Meeting Percentage be more than 75%.  Nothing in these Bylaws shall be construed to
permit the shareholders to cause a special meeting of the shareholders to be
called unless applicable law or Exchange Rule requires that the
shareholders be able to do so.


Section 2.3.2.Shareholder Requested Special Meetings.  (a)Subject to the last sentence
of Section 2.3.1, any shareholder of record seeking to have shareholders
request a special meeting shall, by sending written notice to the secretary of
the Company (the Record Date Request Notice) by registered mail, return
receipt requested, request the Board of Directors to fix a record date to
determine the shareholders entitled to request a special meeting (the Request
Record Date).  No shareholder may make a
Record Date Request Notice unless such shareholder (i) complies with the requirements set forth in Section 2.14.1(a)(ii)(A) and
(ii)holds certificates for all shares in the Company owned by such
shareholderduring all times described in Section 2.14.1(a),
and a copy of each such certificate held by
such shareholder at the time of giving such written requestshall accompany
such shareholders written request to the secretary, as described in the
preceding sentence, in order for such request to be effective.  The Record Date Request Notice shall set
forth the purpose of the meeting and the matters proposed to be acted on at the
meeting, shall be signed by one or more shareholders of record as of the date
of signature (or their duly authorized agents), shall bear the date of
signature of each such shareholder (or its duly authorized agent) signing the
Record Date Request Notice and shall set forth all information that each such
shareholder would be required to disclose in solicitations of proxies for
election of directors in an election contest (even if an election contest is
not involved), or is otherwise required, in each case, pursuant to Section 14
(or any successor provision) of the Securities Exchange Act of 1934, as amended
(the Exchange Act), and the rules and regulations promulgated
thereunder, as well as additional information required by Section 2.14.  Upon receiving the Record Date Request
Notice, the Board of Directors may in its discretion fix a Request Record Date,
which need not be the same date as that requested in the Record Date Request
Notice, and may also fix the Special Meeting Percentage for that meeting.  The Request Record Date shall not precede,
and shall not be more than 10 days after the close of business on, the date on
which the resolution fixing the Request Record Date is adopted by the Board of
Directors.  If the Board of Directors,
within 10 days after the date on which a valid Record Date Request Notice is
received, fails to adopt a resolution fixing the Request Record Date and make a
public announcement (as defined in Section 2.14.5(c)) of such Request
Record Date, the Request Record Date shall be the close of business on the 10th
day after the date a valid Record Date Request Notice is received by the
secretary.  (b)Subject to the last sentence
of Section 2.3.1, in order for any shareholder to request a special
meeting, one or more written requests for a special meeting signed by
shareholders of record (or their duly authorized agents) as of the Request
Record Date entitled to cast not less than the Special Meeting Percentage (the Special
Meeting Request) shall be delivered to the secretary.  No shareholder may make a Special Meeting
Request unless such shareholder (i) complies
with the requirements set forth in Section 2.14.1(a)(ii)(A) and (ii)holds
certificates for all shares in the Company owned by such shareholderduring all times described in Section 2.14.1(a),
and a copy of each such certificate held by
such shareholder at the time of giving such written requestshall accompany
such shareholders written request to the secretary, as described in the
preceding sentence, in order for such request to be effective.  In addition, the Special Meeting Request
shall set forth the purpose of the meeting and the matters proposed to be acted
on at the meeting (which shall be limited to the matters set forth in the
Record Date Request Notice received by the secretary), shall bear the date of
signature of each such shareholder (or its duly authorized agent) signing the
Special Meeting Request, shall set  2


forth the
name and address, as they appear in the Companys books, of each shareholder
signing such request (or on whose behalf the Special Meeting Request is signed)
and the class and number of shares of the Company which are owned of record and
beneficially by each such shareholder, shall be sent to the secretary by
registered mail, return receipt requested, and shall be received by the secretary
within 60 days after the Request Record Date. 
Any requesting shareholder may revoke his, her or its request for a
special meeting at any time by written revocation delivered to the secretary.  (c)The secretary shall inform
the requesting shareholders of the reasonably estimated cost of preparing,
mailing and filing the notice of meeting (including the Companys proxy
materials).  The secretary shall not be
required to call a special meeting upon shareholder request and such meeting
shall not be held unless, in addition to the documents and information required
by Section 2.3.2(b), the secretary receives payment from the requesting
shareholders of such reasonably estimated cost prior to the mailing of any
notice of the meeting.  (d)Except as provided in the
next sentence, any special meeting shall be held at such place, date and time
as may be designated by the officer who called the meeting, if any, and
otherwise by the Board of Directors.  In
the case of any special meeting called by the secretary upon the request of
shareholders (a Shareholder Requested Meeting), such meeting shall be held at
such place, date and time as may be designated by the Board of Directors;
provided, however, that if the Board of Directors fails to designate, within 10
days after the date that a valid Special Meeting Request is actually received
by the secretary (the Delivery Date), a date and time for a Shareholder
Requested Meeting, then such meeting shall be held at 2:00 p.m. local time
on the 90th day after the record date for such Shareholder Requested Meeting
(the Meeting Record Date) or, if such 90th day is not a Business Day (as
defined below), on the first Business Day preceding such 90th day; and provided
further that in the event that the Board of Directors fails to designate a
place for a Shareholder Requested Meeting within 10 days after the Delivery
Date, then such meeting shall be held at the principal executive offices of the
Company.  In fixing a date for any
special meeting, the chairman of the board, if any, the president or the Board
of Directors may consider such factors as he, she or it deems relevant within
the good faith exercise of business judgment, including, without limitation,
the nature of the matters to be considered, the facts and circumstances
surrounding any request for meeting and any plan of the Board of Directors to
call an annual meeting or a special meeting. 
In the case of any Shareholder Requested Meeting, if the Board of
Directors fails to fix a Meeting Record Date that is a date within 30 days
after the Delivery Date, then the close of business on the 30th day after the
Delivery Date shall be the Meeting Record Date.  (e)If at any time as a result
of written revocations of requests for the special meeting, shareholders of
record (or their duly authorized agents) as of the Request Record Date entitled
to cast less than the Special Meeting Percentage shall have delivered and not
revoked requests for a special meeting, the secretary may refrain from mailing
the notice of the meeting or, if the notice of the meeting has been mailed, the
secretary may revoke the notice of the meeting at any time not less than 10
days before the meeting if the secretary has sent to all other requesting
shareholders written notice of such revocation and  3


of the
intention to revoke the notice of the meeting, and the Company may cancel and
not hold such meeting.  Any request for a
special meeting received after a revocation by the secretary of a notice of a
meeting shall be considered a request for a new special meeting.  (f)The Board of Directors shall
determine the validity of any purported Record Date Request Notice or Special
Meeting Request received by the secretary. 
For the purpose of permitting the Board of Directors to perform such
review, no such purported request shall be deemed to have been delivered to the
secretary until the earlier of (i) five Business Days after receipt by the
secretary of such purported request and (ii) such date as the Board of
Directors may certify that the secretary has validly received requests signed
by shareholders (or their duly authorized agents) entitled to cast not less
than the Special Meeting Percentage of all votes entitled to be cast at the
meeting to be called pursuant to such requests. 
Any Record Date Request Notice or Special Meeting Request that is
submitted but which is inaccurate, incomplete or otherwise fails to satisfy
completely any applicable provisions of this Section 2.3.2 shall be deemed
defective and shall thereby render all proposals set forth in such Record Date
Request Notice or Special Meeting Request, as applicable, defective.  (g)For purposes of these
Bylaws, Business Day means Monday through Friday of each week, except that a
legal holiday recognized as such by the U.S. Government shall not be regarded
as a Business Day  Section 2.4.Notice of Regular or Special Meetings.  If and to the extent required by law, the
secretary shall give to each shareholder entitled to vote at such meeting and
to each shareholder not entitled to vote who is entitled to notice of the
meeting written 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, by recognized national
courier service, by presenting it to such shareholder personally, by leaving it
at the shareholders residence or usual place of business or by any other
means, including electronic delivery, permitted by the Delaware Limited
Liability Company Act, the Exchange Act and any applicable Exchange Rule.  If mailed, such notice shall be deemed to be
given when deposited in the U.S. mail addressed to the shareholder at the shareholders
address as it appears on the records of the Company, with postage thereon
prepaid.  Section 2.5.Notice of Adjourned Meetings.  It shall not be necessary to give notice of
the time and place of any adjourned meeting or of the business to be transacted
thereat other than by announcement at the meeting at which such adjournment is
taken.  Section 2.6.Scope of Meetings.  Except as otherwise expressly set forth
elsewhere in these Bylaws, no business shall be transacted at an annual or
special meeting of shareholders except as specifically designated in the notice
or otherwise properly brought before the shareholders by or at the direction of
the Board of Directors.  Section 2.7.Organization of Shareholder Meetings.  Every meeting of shareholders shall be
conducted by an individual appointed by the Board of Directors to be
chairperson of the meeting or, in the absence of such appointment, by the
chairman of the board, if there be one, or, in the case of the absence of the
chairman of the board, by one of the following officers present at the meeting
in the following order: the vice chairman of the board, if there be  4


one,
the president, the vice presidents in their order of seniority or, in the
absence of such officers, a chairperson chosen by the shareholders by the vote
of a majority of the votes cast on such appointment by shareholders present in
person or represented by proxy.  The
secretary, an assistant secretary or a person appointed by the Board of
Directors or, in the absence of such appointment, a person appointed by the
chairperson of the meeting shall act as secretary of the meeting and record the
minutes of the meeting.  If the secretary
presides as chairperson at a meeting of the shareholders, then the secretary
shall not also act as secretary of the meeting and record the minutes of the
meeting.  The order of business and all
other matters of procedure at any meeting of shareholders shall be determined
by the chairperson of the meeting.  The
chairperson of the meeting may prescribe such rules, regulations and procedures
and take such action as, in the discretion of such chairperson, are appropriate
for the proper conduct of the meeting, including, without limitation: (a) restricting
admission to the time set for the commencement of the meeting; (b) limiting
attendance at the meeting to shareholders of record of the Company, their duly
authorized proxies or other such persons as the chairperson of the meeting may
determine; (c) limiting participation at the meeting on any matter to
shareholders of record of the Company entitled to vote on such matter, their
duly authorized proxies or other such persons as the chairperson of the meeting
may determine; (d) limiting the time allotted to questions or comments by
participants; (e) maintaining order and security at the meeting; (f) removing
any shareholder or other person who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairperson of the meeting; (g) concluding
a meeting or recessing or adjourning the meeting to a later date and time and
at a place announced at the meeting; and (h) complying with any state and
local laws and regulations concerning safety and security.  Without limiting the generality of the powers
of the chairperson of the meeting pursuant to the foregoing provisions, the
chairperson may adjourn any meeting of shareholders for any reason deemed
necessary by the chairperson, including, without limitation, if (i) no
quorum is present for the transaction of the business, (ii) the Board of
Directors or the chairperson of the meeting determines that adjournment is
necessary or appropriate to enable the shareholders to consider fully
information that the Board of Directors or the chairperson of the meeting
determines has not been made sufficiently or timely available to shareholders
or (iii) the Board of Directors or the chairperson of the meeting
determines that adjournment is otherwise in the best interests of the
Company.  Unless otherwise determined by
the chairperson of the meeting, meetings of shareholders shall not be required
to be held in accordance with the general rules of parliamentary procedure
or any otherwise established rules of order.  Section 2.8.Quorum.  A
quorum for action at any meeting of shareholders shall be as set forth in the
LLC Agreement.  If a quorum shall not be
present at any meeting of shareholders, the chairperson of the meeting shall
have the power to adjourn the meeting from time to time without the Company
having to set a new record date or provide any additional notice of such
meeting, subject to any obligation of the Company to give notice pursuant to Section 2.5.  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.  The shareholders present, either in person or
by proxy, at a meeting of shareholders which has been duly called and convened
and at which a quorum was established may continue to transact business until
adjournment, notwithstanding the withdrawal of enough votes to leave less than
a quorum then being present at the meeting.  5


Section 2.9.Voting.  The
vote required for any matter to be voted upon by the shareholders shall be as
set forth in the LLC Agreement.  There
shall not be cumulative voting of the common shares of the Company.  Section 2.10.Proxies.  A shareholder may cast the
votes entitled to be cast by him or her either in person or by proxy executed
by the shareholder or by his or her duly authorized agent in any manner
permitted by law.  Such proxy shall be
filed with such officer of the Company or third party agent as the Board of
Directors shall have designated for such purpose for verification prior to or
at such meeting.  Any proxy relating to
shares of the Company shall be valid until the expiration date therein or, if
no expiration is so indicated, until the time permitted under Delaware law or
as otherwise provided in the LLC Agreement. 
At a meeting of shareholders, all questions concerning the qualification
of voters, the validity of proxies, and the acceptance or rejection of votes,
shall be decided by or on behalf of the chairperson of the meeting, subject to Section 2.13.  Section 2.11.Record Date.  The Board of
Directors may fix the date for determination of shareholders entitled to notice
of and to vote at a meeting of shareholders. 
If no date is fixed for the determination of the shareholders entitled
to notice of and to vote at any meeting of shareholders, only persons in whose
names shares entitled to vote are recorded on the share records of the Company
at the close of business on the day next preceding the day on which notice is
given shall be entitled to vote at such meeting.  Section 2.12.Voting of Shares by Certain Holders.  Shares of the Company 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
individuals, unless some other person who has been appointed to vote such
shares pursuant to a bylaw or a resolution of the governing body of such
corporation or other entity or pursuant to an agreement of the partners of the
partnership presents a certified copy of such bylaw, resolution or agreement,
in which case such person may vote such shares. 
Any trustee or other fiduciary may vote shares registered in his or her
name as such fiduciary, either in person or by proxy.  Section 2.13.Inspectors.  (a)Before or at any meeting of
shareholders, the chairperson of the meeting may appoint one or more persons as
inspectors for such meeting.  In case any
person who may be appointed as an inspector fails to appear or act, the vacancy
may be filled by appointment made by the Board of Directors or at the meeting
by the chairperson of the meeting.  Such
inspectors shall (i) ascertain and report the number of shares of
beneficial interest represented at the meeting, in person or by proxy, and the
validity and effect of proxies, (ii) receive and tabulate all votes,
ballots or consents, (iii) report such tabulation to the chairperson of
the meeting, (iv) hear and determine all challenges and questions arising
in connection with the right to vote and (v) perform such other acts as
are proper to conduct the election or vote with fairness to all shareholders.  (b)Each report of an inspector
shall be in writing and signed by him or her or by a majority of them if there
is more than one inspector acting at such meeting.  If  6


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 2.14.Nominations and Other Proposals to be Considered at Meetings of
Shareholders.  Nominations of individuals for
election to the Board of Directors and the proposal of other business to be
considered by the shareholders at meetings of shareholders may be properly
brought before the meeting only as set forth in this Section 2.14.  All judgments and determinations made by the
Board of Directors or the chairperson of the meeting, as applicable, under this
Section 2.14 (including, without limitation, judgments and determinations
as to the validity of a proposed nomination or a proposal of other business for
consideration by shareholders) shall be final and binding unless determined by
a court of competent jurisdiction to have been made in bad faith.  Section 2.14.1.Annual Meetings of
Shareholders.  (a)Nominations of individuals
for election to the Board of Directors and the proposal of other business to be
considered by the shareholders at an annual meeting of shareholders may be
properly brought before the meeting (i) pursuant to the Companys notice
of meeting or otherwise properly brought before the meeting by or at the
direction of the Board of Directors or (ii) by any shareholder of the
Company who (A) has continuously held at
least $2,000 in market value, or 1%, of the Companys common shares entitled to
vote at the meeting on such election or the proposal for other business, as the
case may be, for at least one year from the date such shareholder gives the
notice provided for in this Section 2.14.1 (or, if such notice is given
prior to April 1, 2010, continuously held Company common shares since April 1,
2009 and without regard to the $2,000 market value, or 1%, requirement), and
continuously holds such shares through and including the time of the annual
meeting (including any adjournment or postponement thereof), (B)is a
shareholder of record at the time of giving the notice provided for in this Section 2.14.1
through and including the time of the annual meeting (including any adjournment
or postponement thereof), (BC) is
entitled to make nominations or propose other business and to vote at the
meeting on such election, or the proposal for other business, as the case may
be, (CD) is present in person or by
proxy at such meeting to answer questions concerning the nomination or other
business, as the case may be, and (DE)
complies with the notice procedures set forth in this Section 2.14 as to
such nomination or other business.  Section 2.14.1(a)(ii) shall
be the exclusive means for a shareholder to make nominations or propose other
business before an annual meeting of shareholders, except to the extent of
matters which are required to be presented to shareholders by applicable law
which have been properly presented in accordance with the requirements of such
law.For
purposes of determining compliance with the requirement in subclause (A) of
Section 2.14.1(a)(ii), the market value of the Companys common shares
held by the applicable shareholder shall be determined by multiplying the
number of shares such shareholder continuously held for that one-year period by
the highest selling price of the Companys common shares as reported on the
principal exchange on which the Companys common shares are listed during the
60 calendar days before the date such notice was submitted.  7


(b)For nominations for election
to the Board of Directors or other business to be properly brought before an
annual meeting by a shareholder pursuant to Section 2.14.1(a)(ii), the
shareholder shall have given timely notice thereof in writing to the secretary
of the Company in accordance with this Section 2.14 and such other
business shall otherwise be a proper matter for action by shareholders.  To be timely, a shareholders notice shall
set forth all information required under this Section 2.14 and shall be
delivered to the secretary at the principal executive offices of the Company
not later than 5:00 p.m. (Eastern Time) on the 90th day nor earlier than
the 120th day prior to the first anniversary of the date of the proxy statement
for the preceding years annual meeting; provided, however, that in the event
that the date of the proxy statement for the annual meeting is more than 30
days before or after the first anniversary of the date of the proxy statement
for the preceding years annual meeting, notice by the shareholder to be timely
shall be so delivered not earlier than 5:00 p.m. (Eastern Time) on the
120th day prior to the date of the proxy statement for such annual meeting and
not later than 5:00 p.m. (Eastern Time) on the later of (x) the 90th
day prior to the date of the proxy statement for such annual meeting or (y) the
10th day following the day on which public announcement of the date of the
proxy statement for such meeting or the date of such meeting is first made by
the Company.  Neither the postponement or
adjournment of an annual meeting, nor the public announcement of such
postponement or adjournment, shall commence a new time period for the giving of
a shareholders notice as described above.  
No shareholder may give a notice to the secretary described in this Section 2.14.1(b) unless
such shareholder holds a certificate for all shares of the Company owned by
such shareholderduring all times described in Section 2.14.1(a),
and a copy of each such certificate held by
such shareholder at the time of giving such noticeshall accompany such
shareholders notice to the secretary in order for such notice to be effective.  A shareholders
notice shall set forth:  (A)as to each
individual whom the shareholder proposes to nominate for election or reelection
as a director (a Proposed Nominee) and any Proposed Nominee Associated Person
(as defined in Section 2.14.1(c)), (1) the name, age, business
address and residence address of such Proposed Nominee and the name and address
of such Proposed Nominee Associated Person, (2) the principal occupation
or employment of such Proposed Nominee for the past five years, (3) a
statement of whether such Proposed Nominee is proposed for nomination as an
Independent Director (as defined in Section 3.2) or a Managing Director
(as defined in Section 3.2) and a description of such Proposed Nominees
qualifications to be an Independent Director or Managing Director, as the case
may be, and such Proposed Nominees qualifications to be a director pursuant to
the criteria set forth in Section 3.1, (4) the class, series and
number of any shares of the Company that are, directly or indirectly,
beneficially owned or owned of record by such Proposed Nominee or by such
Proposed Nominee Associated Person,  8


(5) the date such shares were
acquired and the investment intent of such acquisition, (6) a description
of all purchases and sales of securities of the Company by such Proposed
Nominee or by such Proposed Nominee Associated Person during the previous 24
month period, including the date of the transactions, the class, series and
number of securities involved in the transactions and the consideration
involved, (7) a description of all Derivative Transactions (as defined in Section 2.14.1(c))
by such Proposed Nominee or by such Proposed Nominee Associated Person during
the previous 24 month period, including the date of the transactions and the
class, series and number of securities involved in, and the material economic
terms of, the transactions, such description to include, without limitation,
all information that such Proposed Nominee or Proposed Nominee Associated
Person would be required to report on an Insider Report (as defined in Section 2.14.1(c))
if such Proposed Nominee or Proposed Nominee Associated Person were a director
of the Company or the beneficial owner of more than 10% of the shares of the
Company at the time of the transactions, (8) any performance related fees
(other than an asset based fee) that such Proposed Nominee or such Proposed
Nominee Associated Person is entitled to based on any increase or decrease in
the value of shares of the Company or instrument or arrangement of the type
contemplated within the definition of Derivative Transaction, if any, as of the
date of such notice, including, without limitation, any such interests held by
members of such Proposed Nominees or such Proposed Nominee Associated Persons
immediate family sharing the same household with such Proposed Nominee or such
Proposed Nominee Associated Person, (9) any proportionate interest in
shares of the Company or instrument or arrangement of the type contemplated
within the definition of Derivative Transaction held, directly or indirectly,
by a general or limited partnership in which such Proposed Nominee or such
Proposed Nominee Associated Person is a general partner or, directly or
indirectly, beneficially owns an interest in a general partner, (10) a description
of all direct and indirect compensation and other material monetary agreements,
arrangements and understandings during the past three years, and any other
material relationships, between or among such shareholder, Proposed Nominee
Associated Person, or their respective affiliates and associates, or others
acting in concert therewith, on the one hand, and each Proposed Nominee, or his
or her respective  9


affiliates and associates, or
others acting in concert therewith, on the other hand, including, without
limitation, all information that would be required to be disclosed pursuant to
Item 404 of Regulation S-K promulgated by the U.S. Securities and Exchange
Commission (the S.E.C.) (and any successor regulation), if the shareholder
making the nomination and any Proposed Nominee Associated Person on whose
behalf the nomination is made, or any affiliate or associate thereof or person
acting in concert therewith, were the registrant for purposes of such rule and
the Proposed Nominee were a director or executive officer of such registrant,
(11) any rights to dividends on the shares of the Company owned beneficially by
such Proposed Nominee or such Proposed Nominee Associated Person that are
separated or separable from the underlying shares of the Company, (12) to the
extent known by such Proposed Nominee or such Proposed Nominee Associated
Person, the name and address of any other person who owns, of record or
beneficially, any shares of the Company and who supports the Proposed Nominee
for election or reelection as a director, (13) all other information relating
to such Proposed Nominee or such Proposed Nominee Associated Person that is
required to be disclosed in solicitations of proxies for election of directors
in an election contest (even if an election contest is not involved), or is
otherwise required, in each case, pursuant to Section 14 (or any successor
provision) of the Exchange Act and the rules and regulations promulgated
thereunder and (14) such Proposed Nominees notarized written consent to being
named in the shareholders proxy statement as a nominee and to serving as a
director if elected;  (B)as to any
other business that the shareholder proposes to bring before the meeting, (1) a
description of such business, (2) the reasons for proposing such business
at the meeting and any material interest in such business of such shareholder
or any Shareholder Associated Person (as defined in Section 2.14.1(c)),
including any anticipated benefit to such shareholder or any Shareholder
Associated Person therefrom, (3) a description of all agreements,
arrangements and understandings between such shareholder and Shareholder
Associated Person amongst themselves or with any other person or persons (including
their names) in connection with the proposal of such business by such
shareholder and (4) a representation that such shareholder  10


intends to appear in person or by
proxy at the meeting to bring the business before the meeting;  (C)as to the
shareholder giving the notice and any Shareholder Associated Person, (1) the
class, series and number of securities of the Company that are owned of record
by such shareholder or by such Shareholder Associated Person, if any, (2) the
class, series and number of, and the nominee holder for, any shares owned,
directly or indirectly, beneficially but not of record by such shareholder or
by such Shareholder Associated Person, if any, (3) with respect to the
foregoing clauses (1) and (2), the date such shares were acquired and the
investment intent of such acquisition and (4) all information relating to
such shareholder and Shareholder Associated Person that is required to be
disclosed in connection with the solicitation of proxies for election of
directors in an election contest (even if an election contest is not involved),
or is otherwise required, in each case, pursuant to Section 14 (or any
successor provision) of the Exchange Act and the rules and regulations
promulgated thereunder;  (D)as to the
shareholder giving the notice and any Shareholder Associated Person, (1) the
name and address of such shareholder, as they appear on the Companys stock
ledger and the current name and address, if different, of such shareholder and
Shareholder Associated Person and (2) the investment strategy or
objective, if any, of such shareholder or Shareholder Associated Person and a
copy of the prospectus, offering memorandum or similar document, if any,
provided to investors or potential investors in such shareholder or Shareholder
Associated Person;  (E)as to the
shareholder giving the notice and any Shareholder Associated Person, (1) a
description of all purchases and sales of securities of the Company by such
shareholder or Shareholder Associated Person during the previous 24 month
period, including the date of the transactions, the class, series and number of
securities involved in the transactions and the consideration involved, (2) a
description of all Derivative Transactions by such shareholder or Shareholder
Associated Person during the previous 24 month period, including the date of
the transactions and the class, series and number of securities  11


involved in, and the material
economic terms of, the transactions, such description to include, without
limitation, all information that such shareholder or Shareholder Associated
Person would be required to report on an Insider Report if such shareholder or
Shareholder Associated Person were a director of the Company or the beneficial
owner of more than 10% of the shares of the Company at the time of the
transactions, (3) any performance related fees (other than an asset based
fee) that such shareholder or Shareholder Associated Person is entitled to
based on any increase or decrease in the value of shares of the Company or
instrument or arrangement of the type contemplated within the definition of
Derivative Transaction, if any, as of the date of such notice, including,
without limitation, any such interests held by members of such shareholders or
Shareholder Associated Persons immediate family sharing the same household
with such shareholder or Shareholder Associated Person, (4) any
proportionate interest in shares of the Company or instrument or arrangement of
the type contemplated within the definition of Derivative Transaction held,
directly or indirectly, by a general or limited partnership in which such
shareholder or Shareholder Associated Person is a general partner or, directly
or indirectly, beneficially owns an interest in a general partner and (5) any
rights to dividends on the shares of the Company owned beneficially by such
shareholder or Shareholder Associated Person that are separated or separable
from the underlying shares of the Company;  (F)to the
extent known by the shareholder giving the notice, the name and address of any
other person who owns, beneficially or of record, any shares of the Company and
who supports the nominee for election or reelection as a director or the
proposal of other business; and  (G)if more
than one class or series of shares of the Company is outstanding, the class and
series of shares of the Company entitled to vote for such Proposed Nominee
and/or shareholders proposal, as applicable.  (c)For purposes of this Section 2.14:
(i) Shareholder Associated Person of any shareholder shall mean (A) any
person acting in concert with, such shareholder, (B) any direct or
indirect beneficial owner of shares of the Company owned of record or beneficially
by such shareholder and (C) any person controlling, controlled by or under
common control with such shareholder or a Shareholder Associated Person; (ii)  12


Proposed
Nominee Associated Person of any Proposed Nominee shall mean (A) any
person acting in concert with such Proposed Nominee, (B) any direct or
indirect beneficial owner of shares of the Company owned of record or
beneficially by such Proposed Nominee and (C) any person controlling,
controlled by or under common control with such Proposed Nominee or a Proposed
Nominee Associated Person; (iii) Derivative Transaction by a person
shall mean any (A) transaction in, or arrangement, agreement or
understanding with respect to, any option, warrant, convertible security, stock
appreciation right or similar right with an exercise, conversion or exchange
privilege, or settlement payment or mechanism related to, any security of the
Company, or similar instrument with a value derived in whole or in part from
the value of a security of the Company, in any such case whether or not it is
subject to settlement in a security of the Company or otherwise or (B) any
transaction, arrangement, agreement or understanding which included or includes
an opportunity for such person, directly or indirectly, to profit or share in
any profit derived from any increase or decrease in the value of any security
of the Company, to mitigate any loss or manage any risk associated with any
increase or decrease in the value of any security of the Company or to increase
or decrease the number of securities of the Company which such person was, is
or will be entitled to vote, in any such case whether or not it is subject to
settlement in a security of the Company or otherwise; and (iv) Insider
Report shall mean a statement required to be filed pursuant to Section 16
of the Exchange Act (or any successor provisions) by a person who is a director
of the Company or who is directly or indirectly the beneficial owner of more
than 10% of the shares of the Company.  (d)Notwithstanding anything in
the second sentence of Section 2.14.1(b) to the contrary, in the
event that the number of directors to be elected to the Board of Directors of
the Company is increased and there is no public announcement by the Company
naming all of the nominees for director or specifying the size of the increased
Board of Directors at least 100 days prior to the first anniversary of the date
of the proxy statement for the preceding years annual meeting, a shareholders
notice required by this Section 2.14 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 of the Company at the principal
executive office of the Company not later than 5:00 p.m. (Eastern Time) on
the 10th day following the day on which such public announcement is first made
by the Company.  Section 2.14.2.Shareholder Nominations or Other Proposals
Causing Covenant Breaches or Defaults.  At the
same time as the submission of any shareholder nomination or proposal of other
business to be considered at a shareholders meeting that, if approved and
implemented by the Company, would cause the Company or any subsidiary (as
defined in Section 2.14.5(c)) of the Company to be in breach of any
covenant of the Company or any subsidiary of the Company or otherwise cause a
default (in any case, with or without notice or lapse of time) in any existing
debt instrument or agreement of the Company or any subsidiary of the Company or
other material contract or agreement of the Company or any subsidiary of the
Company, the proponent shareholder or shareholders shall submit to the
secretary at the principal executive offices of the Company (a) evidence
satisfactory to the Board of Directors of the lenders or contracting partys
willingness to waive the breach of covenant or default or (b) a detailed
plan for repayment of the indebtedness to the lender or curing the contractual
breach or default and satisfying any resulting damage claim, specifically
identifying the actions to be taken or the source  13


of
funds, which plan must be satisfactory to the Board of Directors in its
discretion, and evidence of the availability to the Company of substitute
credit or contractual arrangements similar to the credit or contractual
arrangements which are implicated by the shareholder nomination or other
proposal that are at least as favorable to the Company, as determined by the
Board of Directors in its discretion.  As
an example and not as a limitation, at the time these Bylaws are being adopted,
the Company is party to a bank credit facility that contains covenants which
prohibit certain changes in the management and policies of the Company without
the approval of the lenders; accordingly, a shareholder nomination or proposal
which implicates these covenants shall be accompanied by a waiver of these
covenants duly executed by the banks or by evidence satisfactory to the Board
of Directors of the availability of funding to the Company to repay outstanding
indebtedness under this credit facility and of the availability of a new credit
facility on terms as favorable to the Company as the existing credit facility.  As a further example and not as a limitation,
at the time these Bylaws are being adopted, the Company is party to lease and
related agreements with Hospitality Properties Trust or its subsidiaries (Hospitality
Properties Trust).  Those agreements
contain covenants which prohibit certain changes in the management and policies
of the Company without the approval of Hospitality Properties Trust.  Accordingly, a shareholder nomination or
proposal which implicates these covenants shall be accompanied by a waiver of
these covenants duly executed by the applicable Hospitality Properties Trust
entity or by evidence satisfactory to the Board of Directors of the
availability of alternative facilities for lease and operation by the Company
on terms as favorable to the Company as the applicable arrangement and of funds
for the payment by the Company of any amounts required under the applicable
agreement or otherwise as a result of any breach or termination of the
agreement with Hospitality Properties Trust.  Section 2.14.3.Shareholder Nominations or Other Proposals
Requiring Governmental Action.  If (a) submission
of any shareholder nomination or proposal of other business to be considered at
a shareholders meeting that could not be considered or, if approved,
implemented by the Company without the Company, any subsidiary of the Company,
the proponent shareholder, any Proposed Nominee of such shareholder, any
Proposed Nominee Associated Person of such Proposed Nominee, any Shareholder
Associated Person of such shareholder, the holder of proxies or their
respective affiliates or associates filing with or otherwise notifying or
obtaining the consent, approval or other action of any federal, state,
municipal or other governmental or regulatory body (a Governmental Action) or
(b) such shareholders ownership of shares of the Company or any
solicitation of proxies or votes or holding or exercising proxies by such
shareholder, any Proposed Nominee of such shareholder, any Proposed Nominee
Associated Person of such Proposed Nominee, any Shareholder Associated Person
of such shareholder, or their respective affiliates or associates would require
Governmental Action, then, at the same time as the submission of any
shareholder nomination or proposal of other business to be considered at a
shareholders meeting, the proponent shareholder or shareholders shall submit to
the secretary at the principal executive offices of the Company (x) evidence
satisfactory to the Board of Directors that any and all Governmental Action has
been given or obtained, including, without limitation, such evidence as the
Board of Directors may require so that any nominee may be determined to satisfy
any suitability or other requirements or (y) if such evidence was not
obtainable from a governmental or regulatory body by such time despite the
shareholders diligent and best efforts, a detailed plan for making or
obtaining the Governmental Action prior to the election of any such Proposed
Nominee or the implementation of such proposal, which plan must be satisfactory
to the Board of Directors in its discretion. 
As an example and not as a limitation, at the time these  14


Bylaws
are being adopted, the Company holds a controlling ownership position in a
company being formed and licensed as an insurance company in the State of
Indiana.  The laws of the State of
Indiana have certain regulatory requirements for any person who seeks to
control (as defined under Indiana law) a company which itself controls an
insurance company domiciled in the State of Indiana, including by soliciting
proxies representing 10% or more of its voting securities.  Accordingly, a shareholder who seeks to
exercise proxies for a nomination or a proposal affecting the governance of the
Company shall obtain any applicable approvals from the Indiana insurance
regulatory authorities prior to exercising such proxies.  Similarly, as a further example and not as a
limitation, at the time these Bylaws are being adopted, the Company has a
controlling ownership interest in gaming businesses located in Louisiana.  Applicable Louisiana law requires that a
director be approved by the Louisiana Gaming Control Board.  Such approval process requires that any Proposed
Nominee submit a detailed personal history and financial disclosures.  Accordingly, a shareholder nomination shall
be accompanied by evidence that the Proposed Nominee has been approved by the
Louisiana Gaming Control Board to be a director, or if the Louisiana Gaming
Control Board have not approved such an application, then the shareholder
nomination shall be accompanied by a copy of completed personal history and
financial disclosure forms of the Proposed Nominee as submitted or to be
submitted to the Louisiana Gaming Control Board so that the Board of Directors
may determine the likelihood that the Proposed Nominee will receive such
approval.  Section 2.14.4.Special Meetings of Shareholders.  As set forth in Section 2.6, only
business brought before the meeting pursuant to the Companys notice of meeting
shall be conducted at a special meeting of shareholders.  Nominations of individuals for election to
the Board of Directors only may be made at a special meeting of shareholders at
which directors are to be elected: (a) pursuant to the Companys notice of
meeting; (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors; or (c) provided that the Board of
Directors has determined that directors shall be elected at such special
meeting, by any shareholder of the Company who is a shareholder of record both
at the time of giving of notice provided for in this Section 2.14.4 and at
the time of the special meeting, who is entitled to vote at the meeting on such
election and who has complied with the notice procedures and other requirementsset forth in this Section 2.14.4.  In the event the Company calls a special
meeting of shareholders for the purpose of electing one or more directors to
the Board of Directors, any such shareholder may nominate an individual or
individuals (as the case may be) for election as a director as specified in the
Companys  notice of meeting, if the
shareholdersatisfies the holding period and
certificate requirements set forth in Section 2.14.1(a) and Section 2.14.1(b),
the shareholders notice contains or is accompanied
bythe informationand documents
required by Section 2.14 and the shareholder has given timely notice
thereof in writing to the secretary of the Company at the principal executive
offices of the Company.  To be timely, a
shareholders notice shall be delivered to the secretary of the Company at the
principal executive offices of the Company not earlier than the 120th day prior
to such special meeting and not later than 5:00 p.m. (Eastern Time) on the
later of (i) the 90th day prior to such special meeting or (ii) the
10th 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. 
Neither the postponement or adjournment of a special meeting, nor the
public announcement of such postponement or adjournment, shall commence a new
time period for the giving of a shareholders notice as described above.  15


Section 2.14.5.General.  (a)If information submitted
pursuant to this Section 2.14 by any shareholder proposing a nominee for
election as a director or any proposal for other business at a meeting of
shareholders shall be deemed by the Board of Directors incomplete or inaccurate,
any authorized officer or the Board of Directors or any committee thereof may
treat such information as not having been provided in accordance with this Section 2.14.  Any notice submitted by a shareholder
pursuant to this Section 2.14 that is deemed by the Board of Directors
inaccurate, incomplete or otherwise fails to satisfy completely any provision
of this Section 2.14 shall be deemed defective and shall thereby render
all proposals and nominations set forth in such notice defective.  Upon written request by the secretary of the
Company or the Board of Directors or any committee thereof (which may be made
from time to time), any shareholder proposing a nominee for election as a
director or any proposal for other business at a meeting of shareholders shall
provide, within three Business Days after such request (or such other period as
may be specified in such request), (i) written verification, satisfactory
to the secretary or any other authorized officer or the Board of Directors or
any committee thereof, in his, her or its discretion, to demonstrate the
accuracy of any information submitted by the shareholder pursuant to this Section 2.14,
(ii) written responses to information reasonably requested by the
secretary, the Board of Directors or any committee thereof and (iii) a
written update, to a current date, of any information submitted by the
shareholder pursuant to this Section 2.14 as of an earlier date.  If a shareholder fails to provide such
written verification, information or update within such period, the secretary
or any other authorized officer or the Board of Directors may treat the
information which was previously provided and to which the verification,
request or update relates as not having been provided in accordance with this Section 2.14;
provided, however, that no such written verification, response or update shall
cure any incompleteness, inaccuracy or failure in any notice provided by a
shareholder pursuant to this Section 2.14. 
It is the responsibility of a shareholder who wishes to make a
nomination or other proposal to comply with the requirements of Section 2.14;
nothing in this Section 2.14.5(a) or otherwise shall create any duty
of the Company, the Board of Directors or any committee thereof nor any officer
of the Company to inform a shareholder that the information submitted pursuant
to this Section 2.14 by or on behalf of such shareholder is incomplete or
inaccurate or not otherwise in accordance with this Section 2.14 nor
require the Company, the Board of Directors, any committee of the Board of
Directors or any officer of the Company to request clarification or updating of
information provided by any shareholder but the Board of Directors, a committee
thereof or the secretary acting on behalf of the Board of Directors or a committee,
may do so in its, his or her discretion.  (b)Only such individuals who
are nominated in accordance with this Section 2.14 shall be eligible for
election by shareholders as directors and only such business shall be conducted
at a meeting of shareholders as shall have been properly brought before the
meeting in accordance with this Section 2.14.  The chairperson of the meeting shall have the
power to determine whether a nomination or any other business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with this Section 2.14 and, if any proposed nomination or other
business is  16


determined not to be in compliance with this Section 2.14,
to declare that such defective nomination or proposal be disregarded.  (c)For purposes of this Section 2.14:
(i) public announcement shall mean disclosure in (A) a press
release reported by the Dow Jones News Service, Associated Press, Business
Wire, PR Newswire or any other widely circulated news or wire service or (B) a
document publicly filed by the Company with the S.E.C. pursuant to the Exchange
Act; and (ii) subsidiary shall include, with respect to a person, any
corporation, partnership, joint venture or other entity of which such person (A) owns,
directly or indirectly, 10% or more of the outstanding voting securities or
other interests or (B) has a person designated by such person serving on,
or a right, contractual or otherwise, to designate a person, so to serve on,
the board of directors (or analogous governing body).  (d)Notwithstanding the
foregoing provisions of this Section 2.14, a shareholder shall also comply
with all applicable legal requirements, including, without limitation,
applicable requirements of state law and the Exchange Act and the rules and
regulations thereunder, with respect to the matters set forth in this Section 2.14.  Nothing in this Section 2.14 shall be
deemed to require that a shareholder nomination of an individual for election
to the Board of Directors or a shareholder proposal relating to other business
be included in the Companys proxy statement, except as may be required by law.  (e)The Company shall not be
required to include in the Companys proxy statement a shareholder nomination
of one or more individuals for election to the Board of Directors unless (i) such
nomination has been properly made in accordance with the provisions of this Section 2.14
and (ii) the Board of Directors has endorsed such nomination.  The Company shall not be required to include
in the Companys proxy statement a shareholder proposal relating to any other
business unless (i) such proposal has been properly made in accordance
with the provisions of this Section 2.14 and (ii) either the Board of
Directors has endorsed such proposal or the proposal has been made by
shareholders holding not less than 25% of the shares required to approve the
proposal (or such lesser percentage as may be required by law).  (f)The Board of Directors may
from time to time require any individual nominated to serve as a director to
agree in writing with regard to matters of business ethics and confidentiality
while such nominee serves as a director, such agreement to be on the terms and
in a form (the Agreement) determined satisfactory by the Board of Directors,
as amended and supplemented from time to time in the discretion of the Board of
Directors.  The terms of the Agreement
may be substantially similar to the Code of Business Conduct and Ethics of the
Company or any similar code promulgated by the Company (the Code of Business
Conduct) or may differ from or supplement the Code of Business Conduct.  (g)Determinations required or
permitted to be made under this Section 2.14 by the Board of Directors may
be delegated by the Board of Directors to a committee of the Board of
Directors, subject to applicable law.  17


Section 2.15.Voting by Ballot.  Voting on any
question or in any election may be by voice vote unless the chairperson of the
meeting or any shareholder shall demand that voting be by ballot.  Section 2.16.Proposals of Business Which Are Not Proper Matters For Action By
Shareholders.  Notwithstanding
anything in these Bylaws to the contrary, subject to applicable law, any
shareholder proposal for business the subject matter or effect of which would
be within the exclusive purview of the Board of Directors or would be
reasonably likely, if considered by the shareholders or approved or implemented
by the Company, to result in an impairment of the limited liability status for
the Companys shareholders, shall be deemed not to be a matter upon which the
shareholders are entitled to vote.  The
Board of Directors in its discretion shall be entitled to determine whether a
shareholder proposal for business is not a matter upon which the shareholders
are entitled to vote pursuant to this Section 2.16, and its decision shall
be final and binding unless determined by a court of competent jurisdiction to
have been made in bad faith.  ARTICLE III  DIRECTORS  Section 3.1.General Powers; Qualifications; Directors
Holding Over.  The business and affairs of the
Company shall be managed by or under the direction of its Board of
Directors.  As provided in Section 7.3
of the LLC Agreement, the Board of Directors shall have the power and authority
to appoint officers of the Company.  A
Director shall be an individual at least 21 years of age who is not under legal
disability.  To qualify for nomination or
election as a director, an individual, at the time of nomination and election,
shall, without limitation, (a) have substantial expertise or experience
relevant to the business of the Company and its subsidiaries, (b) not have
been convicted of a felony and (c) meet the qualifications of an
Independent Director or a Managing Director, each as defined in Section 3.2,
as the case may be, depending upon the position for which such individual may
be nominated and elected.  In case of
failure to elect directors at an annual meeting of the shareholders, the
incumbent directors shall hold over and continue to direct the management of
the business and affairs of the Company until they may resign or until their
successors are elected and qualify.  Section 3.2.Independent Directors and Managing Directors.  A majority of the directors holding office
shall at all times be Independent Directors; provided, however, that upon a
failure to comply with this requirement as a result of the creation of a
temporary vacancy which shall be filled by an Independent Director, whether as
a result of enlargement of the Board of Directors or the resignation, removal
or death of a director who is an Independent Director, such requirement shall
not be applicable.  An Independent
Director is one who is not an employee of the Company or Reit Management &
Research LLC (or its permitted successors and assigns under the Management and
Shared Services Agreement entered into between the Company and Reit Management &
Research LLC), who is not involved in the Companys day to day activities, who
meets the qualifications of an independent director (not including the specific
independence requirements applicable only to members of the Audit Committee of
the Board of Directors) under Exchange Rules and the applicable rules of
the S.E.C., as those requirements may be amended from time to time.  If the number of directors, at any time, is
set at less than five, at least one  18


director
shall be a Managing Director.  So long as
the number of directors shall be five or greater, at least two directors shall
be Managing Directors.  A Managing
Director shall mean a director who is not an Independent Director and who has
been an employee of the Company or Reit Management & Research LLC (or
its permitted successors or assigns under the Management and Shared Services
Agreement entered into between the Company and Reit Management &
Research LLC) or involved in the day to day activities of the Company for at
least one year prior to his or her election. 
If at any time the Board of Directors shall not be comprised of a
majority of Independent Directors, the Board of Directors shall take such
actions as will cure such condition; provided that the fact that the Board of
Directors does not have a majority of Independent Directors or has not taken
such action at any time or from time to time shall not affect the validity of
any action taken by the Board of Directors. 
If at any time the Board of Directors shall not be comprised of a number
of Managing Directors as is required under this Section 3.2, the Board of
Directors shall take such actions as will cure such condition; provided that
the fact that the Board of Directors does not have the requisite number of
Managing Directors or has not taken such action at any time or from time to
time shall not affect the validity of any action taken by the Board of
Directors.  Section 3.3.Number and Tenure.  The number of directors constituting the
entire Board of Directors may be increased or decreased from time to time only
by a vote of the Board of Directors; provided however that the tenure of office
of a director shall not be affected by any decrease in the number of directors;
and provided, further, that the number of directors shall be at least three and
no more than seven.  The number of
directors shall be five until increased or decreased by the Board of Directors.  Section 3.4.Annual and Regular Meetings.  An annual meeting of the Board of Directors
shall be held immediately after the annual meeting of shareholders, no notice
other than this Bylaw being necessary. 
The time and place of the annual meeting of the Board of Directors may
be changed by the Board of Directors. 
The Board of Directors may provide, by resolution, the time and place,
either within or without the State of Delaware, for the holding of regular
meetings of the Board of Directors without other notice than such
resolution.  In the event any such
regular meeting is not so provided for, the meeting may be held at such time
and place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors.  Section 3.5.Special Meetings.  Special meetings of the Board of Directors
may be called at any time by the chairman of the board or on the written
request to the secretary of 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 Delaware, as the place for holding any special meeting of
the Board of Directors called by them.  Section 3.6.Notice.  Notice
of any special meeting shall be given by written notice delivered personally or
by electronic mail, telephoned, facsimile transmitted, overnight couriered
(with proof of delivery) or mailed to each director at his or her business or
residence address.  Personally delivered,
telephoned, facsimile transmitted or electronically mailed notices shall be
given at least 24 hours prior to the meeting. 
Notice by mail shall be deposited in the U.S. mail at least 72 hours
prior to the meeting.  If mailed, such
notice shall be deemed to be given when deposited in the U.S.  mail properly addressed, with postage thereon
prepaid.  Electronic mail notice shall be
deemed to be given upon transmission of the message to the electronic mail
address given to the Company by the director. 
Telephone notice shall be deemed given when the director  19


is
personally given such notice in a telephone call to which he is a party.  Facsimile transmission notice shall be deemed
given upon completion of the transmission of the message to the number given to
the Company by the director and receipt of a completed answer back indicating
receipt.  If sent by overnight courier,
such notice shall be deemed given when delivered to the courier.  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 3.7.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 a meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice, and provided further that if, pursuant to the LLC Agreement or these
Bylaws, the vote of a majority of a particular group of directors is required
for action, a quorum for that action shall also include a majority of such
group.  The directors present at a
meeting of the Board of Directors which has been duly called and convened and
at which a quorum was established may continue to transact business until
adjournment, notwithstanding the withdrawal of a number of directors resulting
in less than a quorum then being present at the meeting.  Section 3.8.Voting.  The action
of the majority of the directors present at a meeting at which a quorum is or
was present shall be the action of the Board of Directors, unless the
concurrence of a greater proportion is required for such action by specific
provision of an applicable statute, the LLC Agreement or these Bylaws.  If enough directors have withdrawn from a
meeting to leave fewer than are required to establish a quorum, but the meeting
is not adjourned, the action of the majority of that number of directors
necessary to constitute a quorum at such meeting shall be the action of the
Board of Directors, unless the concurrence of a greater proportion is required
for such action by applicable law, the LLC Agreement or these Bylaws.  Section 3.9.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.  Such meeting shall be deemed to have been
held at a place designated by the directors at the meeting.  Section 3.10.Action by Written Consent of Board of Directors.  Unless specifically otherwise provided in the
LLC Agreement , any action required or permitted to be taken at any meeting of
the Board of Directors may be taken without a meeting, if a majority of the
directors shall individually or collectively consent in writing to such
action.  Such written consent or consents
shall be filed with the records of the Company and shall have the same force
and effect as the affirmative vote of such directors at a duly held meeting of
the Board of Directors at which a quorum was present.  Section 3.11.Waiver of Notice.  The actions
taken at any meeting of the Board of Directors, however called and noticed or
wherever held, shall be as valid as though taken 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 waives notice, consents to the
holding of such meeting or approves the minutes thereof.  20


Section 3.12.Vacancies.  If for any reason any or all
the directors cease to be directors, such event shall not terminate the Company
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 may be filled only by the
affirmative vote of a majority of the remaining directors, even if the
remaining directors do not constitute a quorum. 
Any director elected to fill a vacancy, whether occurring due to an
increase in size of the Board of Directors or by the death, resignation or
removal of any director, shall hold office for the remainder of the full term
of the class of directors in which the vacancy occurred or was created and
until a successor is elected and qualifies.  Section 3.13.Compensation.  Directors
shall be entitled to receive such reasonable compensation for their services as
directors as the Board of Directors may determine from time to time.  Directors may be reimbursed for expenses of
attendance, if any, at each annual, regular or special meeting of the Board of
Directors or of any committee thereof; and for their expenses, if any, in
connection with each property visit and any other service or activity performed
or engaged in as director.  Directors
shall be entitled to receive remuneration for services rendered to the Company
in any other capacity, and such services may include, without limitation,
services as an officer of the Company, services as an employee of any affiliate
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 affiliated with a director.  Section 3.14.Removal of Directors.  Subject to
the applicable provisions of the LLC Agreement, any director may be removed
from office at any time, but only for cause and then only by the unanimous vote
of the remaining directors then in office. 
In addition, subject to the applicable provisions of the LLC Agreement,
the entire Board of Directors (but not less than the entire Board of Directors)
may be removed from office at any time, but only for cause, by the affirmative
vote of 75% of the shares then outstanding and entitled to vote on the election
of directors, at a meeting of shareholders properly called for that
purpose.  For purposes of this Section 3.14,
cause shall mean, with respect to any particular director, incapacity,
conviction of a felony or a final judgment of a court of competent jurisdiction
holding that such director caused demonstrable, material harm to the Company
through bad faith or active and deliberate dishonesty.  Section 3.15.Surety Bonds.  Unless
specifically required by law, no director shall be obligated to give any bond
or surety or other security for the performance of any of his or her duties.  Section 3.16.Reliance.  Each director, officer, employee
and agent of the Company shall, in the performance of his or her duties with
respect to the Company, be fully protected in relying in good faith upon the
records of the Company and on such information, opinions, reports or statements
presented to the Company by any officer or employee of the Company, or
committees of the Board of Directors, or by any other persons as to matters the
director, officer, employee or agent of the Company reasonably believes are
within such other persons professional or expert competence.  Section 3.17.Qualifying Shares Not Required. 
Directors need not be shareholders of the Company.  21


Section 3.18.Certain Rights of Directors, Officers, Employees and Agents.  Unless otherwise provided in a written
agreement with the Company, notwithstanding any duty (including any fiduciary
duty) that might otherwise exist in law or equity, it shall not be a breach of
any duty (including any fiduciary duty) or any other obligation of any type
whatsoever of any director for such director or affiliates of such director to
engage in outside business interests and activities in preference to or to the
exclusion of the Company or in direct competition with the Company; provided
that no confidential information of the Company may be used by any such
person.  Notwithstanding any duty
(including any fiduciary duty) that might otherwise exist in law or equity,
directors shall have no obligation hereunder or as a result of any duty
expressed or implied by law to present business opportunities to the Company
that may become available to such director or to affiliates of such director.  Section 3.19.Emergency Provisions. 
Notwithstanding any other provision in the LLC Agreement or these
Bylaws, this Section 3.19 shall apply during the existence of any
catastrophe, or other similar emergency condition, as a result of which a
quorum of the Board of Directors under ARTICLE III cannot readily be obtained
(an Emergency).  During any Emergency,
unless otherwise provided by the Board of Directors, (a) a meeting of the
Board of Directors may be called by any Managing Director or officer of the
Company by any means feasible under the circumstances and (b) notice of
any meeting of the Board of Directors during such an Emergency may be given
less than 24 hours prior to the meeting to as many directors and by such means
as it may be feasible at the time, including publication, television or radio.  ARTICLE IV  COMMITTEES  Section 4.1.Number; Tenure and Qualifications.  The Board of Directors shall appoint an Audit
Committee, a Compensation Committee and a Nominating and Governance
Committee.  Each of these committees
shall be composed of three or more directors, to serve at the pleasure of the
Board of Directors.  The Board of
Directors may also appoint other committees from time to time composed of one
or more directors to serve at the pleasure of the Board of Directors.  The Board of Directors shall adopt a charter
with respect to the Audit Committee, the Compensation Committee and the
Nominating and Governance Committee, which charter shall specify the purposes,
the criteria for membership and the responsibility and duties and may specify
other matters with respect to each committee. 
The Board of Directors may also adopt a charter with respect to other
committees.  Section 4.2.Powers.  The
Board of Directors may delegate any of the powers of the Board of Directors to
committees appointed under Section 4.1 and composed solely of directors,
except as prohibited by law.  In the
event that a charter has been adopted with respect to a committee composed
solely of directors, the charter shall constitute a delegation by the Board by
Directors of the powers of the Board of Directors necessary to carry out the
purposes, responsibilities and duties of a committee provided in the charter or
reasonably related to those purposes, responsibilities and duties, to the
extent permitted by law.  No committee
appointed under Section 4.1 shall have the power or authority in reference
to the following matters: (a) approving or adopting, or recommending to
the shareholders, any action or matter expressly  22


required
by the LLC Agreement or applicable law to be submitted to the shareholders for
approval or (b) adopting, amending or repealing any provision of the LLC
Agreement.  Section 4.3.Meetings.  Notice
of committee meetings shall be given in the same manner as notice for special
meetings of the Board of Directors.  A
majority of the members of any committee shall be present in person at any
meeting of a committee in order to constitute a quorum for the transaction of
business at a meeting, and the act of a majority present at a meeting at the
time of a vote if a quorum is then present shall be the act of a
committee.  The Board of Directors or, if
authorized by the Board in a committee charter or otherwise, the committee
members may designate a chairman of any committee, and the chairman or, in the
absence of a chairman, a majority of any committee may fix the time and place
of its meetings unless the Board shall otherwise provide.  In the absence or disqualification of any
member of any committee, the members thereof present at any meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another director to act at the meeting in the place of
absent or disqualified members.  Each
committee shall keep minutes of its proceedings and shall periodically report
its activities to the full Board of Directors and, except as otherwise provided
by law, an Exchange Rule or under the rules of the S.E.C., any action
by any committee shall be subject to revision and alteration by the Board of
Directors, provided that no rights of third persons shall be affected by any
such revision or alteration.  Section 4.4.Telephone Meetings.  Members of a committee 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 4.5.Action by Written Consent of 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 a majority of the
committee and such written consent is filed with the minutes of proceedings of
such committee.  Section 4.6.Vacancies.  Subject
to the provisions hereof, the Board of Directors shall have the power at any
time to change the membership of any committee, to fill all vacancies, to
designate alternate members to replace any absent or disqualified member or to
dissolve any such committee.  ARTICLE V  OFFICERS  Section 5.1.General Provisions.  The Board of Directors shall have the power
and authority to appoint such officers with such titles, authority and duties
as determined by the Board of Directors. 
The officers of the Company shall include a chief executive officer, a
president and a secretary and may include a chairman of the board, a vice
chairman of the board, a chief financial officer, a chief operating officer, a
treasurer, one or more vice presidents (who may be further classified by such
descriptions as executive, senior, assistant, or otherwise, as the Board
of Directors shall determine), one or more assistant secretaries and one or
more assistant  23


treasurers.  The officers of the Company shall be elected
from time to time as the Board of Directors considers appropriate.  Each officer shall hold office until his or
her successor is elected and qualifies or until his or her death, resignation
or removal in the manner hereinafter provided. 
Any number of offices may be held by the same individual.  Election of an officer or agent shall not of
itself create contract rights between the Company and such officer or agent.  Section 5.2.Removal and Resignation.  Any officer or agent of the Company may be
removed by the Board of Directors if in their judgment the best interests of
the Company would be served thereby, but the removal shall be without prejudice
to the contract rights, if any, of the person so removed.  The Board of Directors may delegate the power
of removal as to officers, agents and employees who have not been appointed by
the Board of Directors.  Any officer of
the Company may resign at any time by giving written notice of his or her
resignation to the Board of Directors, the chairman of the board, the president
or the secretary.  Any resignation shall
take effect at any 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.  A resignation shall be without prejudice to
the contract rights, if any, of the Company.  Section 5.3.Vacancies.  A
vacancy in any office may be filled by the Board of Directors for the balance
of the term.  Section 5.4.Chief Executive Officer.  Subject to the control of the Board of
Directors and the executive committee (if any) of the Board of Directors, the
chief executive officer shall have general executive charge, management and
control of the properties, business and operations of the Company with all such
powers as may be reasonably incident to such responsibilities; he or she may
employ and discharge employees and agents of the Company except such as shall
be appointed by the Board of Directors, and he or she may delegate these
powers; he or she may agree upon and execute all leases, contracts, evidences
of indebtedness and other obligations in the name of the Company, and shall
have such other powers and duties as designated in accordance with the LLC
Agreement and as from time to time may be assigned by the Board of Directors.  Section 5.5.Chief Operating Officer.  The Board of Directors may designate a chief
operating officer from among the elected officers.  Said officer will have the responsibilities
and duties as set forth by the Board of Directors or the chief executive
officer  Section 5.6.Chief Financial Officer.  The Board of Directors may designate a chief
financial officer from among the elected officers.  Said officer will have the responsibilities
and duties as set forth by the Board of Directors or the chief executive
officer.  Section 5.7.Chairman of the Board.  The Board of Directors may elect one of its
members as chairman of the board.  If
elected, the chairman of the board shall have such powers and duties as are
designated in the LLC Agreement and as from time to time may be assigned by the
Board of Directors.  The chairman of the
board, if any, and if present and acting, shall preside at all meetings of the
Board of Directors and of shareholders, unless otherwise directed by the Board
of Directors.  If the Board of Directors
does not elect a chairman or if the chairman is absent  24


from
the meeting, the chief executive offer, if present and a director, or any other
director chosen by the Board of Directors, shall preside.  Section 5.8.Vice Chairman of the Board.  The Board of Directors may elect one of its
members as vice chairman of the board. 
The vice chairman of the board will have the responsibilities and duties
as set forth by the Board of Directors.  Section 5.9.President.  Unless
the Board of Directors otherwise determines, the president shall have such
powers and duties as are designated in accordance with the LLC Agreement, these
Bylaws and as from time to time may be assigned by the Board of Directors.  The president may execute any deed, mortgage,
bond, lease, 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 Company 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
directors from time to time.  Section 5.10.Vice Presidents.  In the
absence or unavailability of the president, a vice president designated by the
Board of Directors shall perform the duties of the president and when so acting
shall have all the powers of the president; and shall perform such other duties
as from time to time may be assigned to him or her by the president, the chief
executive officer or the Board of Directors. 
The Board of Directors may designate one or more vice presidents as
executive vice presidents, senior vice presidents or as vice presidents for
particular areas of responsibility.  Section 5.11.Secretary.  The secretary (or his or her
designee)  shall issue all authorized
notices for, and shall keep minutes of, all meetings of the shareholders and
the Board of Directors.  The secretary
shall have charge of the Companys minute books and shall perform such other
duties as the Board of Directors may from time to time prescribe.  In the absence of a secretary, the person
presiding over the meeting may appoint any person to serve as secretary of the
meeting.  Section 5.12.Treasurer.  The treasurer shall have
responsibility for the custody and control of all the funds and securities of
the Company and shall have such other powers and duties as are designated in
accordance with the LLC Agreement and as from time to time may be assigned to
the treasurer by the Board of Directors. 
The treasurer shall perform all acts incident to the position of
treasurer, subject to the control of the chief executive officer and the Board
of Directors.  Section 5.13.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 Directors.  Section 5.14.General Powers of Officers.  (a)Unless the Board of
Directors otherwise determines and subject to such limitations as the Board of
Directors may adopt, each officer shall have the authority to agree upon and
execute all leases, contracts, evidences of indebtedness and other  25


obligations
in the name of the Company.  The Board of
Directors may from time to time delegate all or a portion of the powers or
duties of any officer to any other officers or agents, notwithstanding any
provision hereof.  (b)Unless otherwise directed by
the Board of Directors, the chief executive officer, the president or any
officer of the Company authorized by the chief executive officer shall have
power to vote and otherwise act on behalf of the Company, in person or by
proxy, at any meeting of shareholders of or with respect to any action of
equity holders of any other entity in which the Company may hold securities and
otherwise to exercise any and all rights and powers which the Company may
possess by reason of its ownership of securities in such other entities.  ARTICLE VI  CHECKS AND DEPOSITS  Section 6.1.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 Company shall be signed by such officer or agent of the Company in such
manner as shall from time to time be determined by the treasurer, the chief
executive officer or the Board of Directors.  Section 6.2.Deposits.  All
funds of the Company not otherwise employed shall be deposited from time to
time to the credit of the Company in such banks, trust companies or other
depositories as the treasurer, the chief executive officer or the Board of
Directors may designate.  ARTICLE VII  SHARES  Section 7.1.Certificates.  Ownership of shares of the Company shall be
evidenced by certificates, or at the election of a shareholder in book entry
form.  Such certificates shall signed by
the chairman of the board, the president or a vice president and by the
secretary or an assistant secretary and may be sealed with the seal, if any, of
the Company.  The signatures may be
either manual or facsimile.  No
certificate shall be valid for any purpose until it has been countersigned by
the Transfer Agent (as defined in the LLC Agreement); provided, however, that
if the Board of Directors elects to issue shares or other securities in global
form, the certificates with regard thereto shall be valid upon receipt by the
Depository (as defined in the LLC Agreement) and need not be
countersigned.  Certificates shall be
consecutively numbered and if the Company shall from time to time issue several
classes of shares, each class may have its own number series.  Any or all of the signatures required on the
certificate may be by facsimile.  A certificate
is valid and may be issued whether or not an officer who signed it is still an
officer when it is issued.  26


Section 7.2.Transfers.  (a)Shares of the Company shall
be transferable in the manner provided by applicable law, the LLC Agreement and
these Bylaws and, to the fullest extent permitted by law, any transfer or
purported transfer of shares of the Company not made in accordance with
applicable law, the LLC Agreement or these Bylaws shall be null and void.  (b)The Company shall be
entitled to treat the holder of record of any shares or other securities of the
Company as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such shares or other
securities on the part of any other person, regardless of whether the Company
shall have actual or other notice thereof, except as otherwise provided by law
or any applicable Exchange Rule.  Without
limiting the foregoing, when a person (such as a broker, dealer, bank, trust
company or clearing corporation or an agent of any of the foregoing) is acting
as nominee, agent or in some other representative capacity for another person
in acquiring and/or holding shares or other securities of the Company, as
between the Company on the one hand, such other persons on the other, such
representative person shall be the record holder of such shares or securities,
as applicable.  Section 7.3.Mutilated, Destroyed, Lost or Stolen
Certificates.  (a)If any mutilated certificate
is surrendered to the Transfer Agent, the appropriate officers on behalf of the
Company shall execute, and the Transfer Agent shall countersign and deliver in
exchange therefor, a new certificate evidencing the same number and type of
securities as the certificate so surrendered.  (b)The appropriate officers on
behalf of the Company shall execute and deliver, and the Transfer Agent shall
countersign, a new certificate in place of any certificate previously issued if
the record holder of the certificate:  (i)makes
proof by affidavit, in form and substance satisfactory to the Company or to the
Transfer Agent, that a previously issued certificate has been lost, destroyed
or stolen;  (ii)requests
the issuance of a new certificate before the Company has notice that the
certificate has been acquired by a purchaser for value in good faith and
without notice of an adverse claim;  (iii)if
requested by the Company or the Transfer Agent, delivers to the Company a bond,
in form and substance satisfactory to the Company or the Transfer Agent, with a
surety or sureties and with fixed or open penalty as the Company or the
Transfer Agent may direct to indemnify the Company and the Transfer Agent
against any claim that may be made on account of the alleged loss, destruction
or theft of the certificate; and  27


(iv)satisfies
any other reasonable requirements imposed by the Company or the Transfer Agent.  If a shareholder fails to
notify the Company within a reasonable time after such shareholder has notice
of the loss, destruction or theft of a certificate, and a transfer of the
shares of the Company represented by the certificate is registered before the
Company or the Transfer Agent receives such notification, the shareholder shall
be precluded from making any claim against the Company or the Transfer Agent
for such transfer or for a new certificate.  (c)As a condition to the
issuance of any new certificate under this Section 7.3, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Transfer Agent) reasonably connected
therewith.  Section 7.4.Closing of Transfer Books or Fixing of Record
Date.  (a)The Board of Directors may
set, in advance, a record date for the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or determining
shareholders entitled to receive payment of any dividend or the allotment of
any other rights, or in order to make a determination of shareholders for any
other proper purpose.  (b)In lieu of fixing a record
date, the Board of Directors may provide that the stock transfer books shall be
closed for a stated period but not longer than 20 days.  If the stock transfer books are closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least 10 days before
the date of such meeting.  (c)If no record date is fixed
and the stock transfer books are not closed for the determination of
shareholders: (i) the record date for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders shall be at the
close of business on the day next preceding the day on which notice is given;
and (ii) the record date for the determination of shareholders 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 Board of Directors,
declaring the dividend or allotment of rights, is adopted.  (d)When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof unless the Board of Directors shall set a new record date with respect
thereto.  Section 7.5.Stock Ledger.  The Company shall keep or cause to be kept on
behalf of the Company a register that provide for the registration and transfer
of both certificated and uncertificated shares of the Company.  The Transfer Agent, as registrar and transfer
agent, shall maintain such register and shall register shares and the transfer
of such shares pursuant to the provisions of the LLC Agreement and these
Bylaws.  The register shall, among other
things,  28


contain
the name and address of each shareholder and the number of shares of each class
held by such shareholder.  ARTICLE VIII  REGULATORY COMPLIANCE AND DISCLOSURE  Section 8.1.Actions Requiring Regulatory Compliance
Implicating the Company.  If any
shareholder (whether individually or constituting a group, as determined by the
Board of Directors), by virtue of such shareholders ownership interest in the
Company or actions taken by the shareholder affecting the Company, triggers the
application of any requirement or regulation of any federal, state, municipal
or other governmental or regulatory body on the Company or any subsidiary (for
purposes of this ARTICLE VIII, as defined in Section 2.14.5(c)) of the
Company or any of their respective businesses, assets or operations, including,
without limitation, any obligations to make or obtain a Governmental Action (as
defined in Section 2.14.3), such shareholder shall promptly take all
actions necessary and fully cooperate with the Company to ensure that such
requirements or regulations are satisfied without restricting, imposing
additional obligations on or in any way limiting the business, assets,
operations or prospects of the Company or any subsidiary of the Company.  If the shareholder fails or is otherwise
unable to promptly take such actions so to cause satisfaction of such
requirements or regulations, the shareholder shall promptly divest a sufficient
number of shares of the Company necessary to cause the application of such
requirement or regulation to not apply to the Company or any subsidiary of the
Company.  If the shareholder fails to
cause such satisfaction or divest itself of such sufficient number of shares of
the Company by not later than the 10th day after triggering such requirement or
regulation referred to in this Section 8.1, then any shares of the Company
beneficially owned by such shareholder at and in excess of the level triggering
the application of such requirement or regulation shall, to the fullest extent
permitted by law, be deemed to constitute shares of the Company in excess of
the Ownership Limit (as defined in Section 8.1 of the LLC Agreement) and
be subject to Article VIII of the LLC Agreement and any actions triggering
the application of such a requirement or regulation may be deemed by the
Company to be of no force or effect. 
Moreover, if the shareholder who triggers the application of any
regulation or requirement fails to satisfy the requirements or regulations or
to take curative actions within such 10 day period, the Company may take all
other actions which the Board of Directors deems appropriate to require
compliance or to preserve the value of the Companys assets; and the Company
may charge the offending shareholder for the Companys costs and expenses as
well as any damages which may result to the Company.  As
an example and not as a limitation, at the time these Bylaws are being adopted,
the Company holds a controlling interest in gaming businesses in
Louisiana.  Louisiana law provides that
any persons who owns five percent or more of gaming businesses in Louisiana
shall provide detailed personal history and financial information and be
approved by the Louisiana Gaming Control Board. 
Accordingly, if a shareholder acquires five percent or more of the
Company and refuses to provide the Company with information required to be
submitted to the Louisiana Gaming Control Board or if the Louisiana Gaming
Control Board declines to approve such a shareholders ownership of the
Company, then, in either event, shares of the Company owned by such a
shareholder necessary to reduce its ownership to less than five percent of the
Company may  29


be deemed shares in
excess of the Ownership Limit and shall be subject to the provisions of Article VIII
of the LLC Agreement.  As a
further example and not as a limitation, at the time these Bylaws are being
adopted, the Company holds a controlling ownership position in a company being
formed and licensed as an insurance company in the State of Indiana.  The laws of the State of Indiana have certain
regulatory requirements for any person who seeks to control (as defined under
Indiana law) a company which itself controls an insurance company domiciled in
the State of Indiana, including by exercising proxies representing 10% or more
of the Companys voting securities. 
Accordingly, if a shareholder seeks to exercise proxies for a matter to
be voted upon at a meeting of the Companys shareholders without having
obtained any applicable approvals from the Indiana insurance regulatory
authorities, such proxies representing 10% or more of the Companys voting
securities will, subject to Section 8.3, be void and of no further force
or effect.  Section 8.2.Compliance With Law.  Shareholders shall comply with all applicable
requirements of federal and state laws, including all rules and
regulations promulgated thereunder, in connection with such shareholders
ownership interest in the Company and all other laws which apply to the Company
or any subsidiary of the Company or their respective businesses, assets or
operations and which require action or inaction on the part of the shareholder.  Section 8.3.Limitation on Voting Shares or Proxies.  Without limiting the provisions of Section 8.1,
if a shareholder (whether individually or constituting a group, as determined
by the Board of Directors), by virtue of such shareholders ownership interest
in the Company or its receipt or exercise of proxies to vote shares owned by
other shareholders, would not be permitted to vote the shareholders shares of
the Company or proxies for shares of the Company in excess of a certain amount
pursuant to applicable law (including by way of example, applicable state
insurance regulations) but the Board of Directors determines that the excess
shares or shares represented by the excess proxies are necessary to obtain a
quorum, then such shareholder shall not be entitled to vote any such excess
shares or proxies, and instead such excess shares or proxies may, to the
fullest extent permitted by law, be voted by the Companys applicable
management services provider (or by another person designated by the directors)
in proportion to the total shares otherwise voted on such matter.  Section 8.4.Representations, Warranties and Covenants
Made to Governmental or Regulatory Bodies.  To the fullest extent
permitted by law, any representation, warranty or covenant made by a
shareholder with any governmental or regulatory body in connection with such
shareholders interest in the Company or any subsidiary of the Company shall be
deemed to be simultaneously made to, for the benefit of and enforceable by, the
Company and any applicable subsidiary of the Company.  Section 8.5.Board of Directors Determinations.  The Board of Directors shall be empowered to
make all determinations regarding the interpretation, application, enforcement
and compliance with any matters referred to or contemplated by this ARTICLE
VIII.  30


ARTICLE IX  FISCAL YEAR  Section 9.1.Fiscal Year.  The
fiscal year of the Company shall be a fiscal year ending December 31 or as
otherwise determined by the Board of Directors.  ARTICLE X  DIVIDENDS AND OTHER DISTRIBUTIONS  Section 10.1.Dividends and Other Distributions. 
Subject to the preferential rights of any additional classes or series
of shares authorized by the Board of Directors, the holders of common shares of
the Company shall be entitled to receive, when, as and if declared by the Board
of Directors, out of the assets of the Company which are by law available
therefor, distributions payable either in cash, in property or in securities of
the Company.  ARTICLE XI  SEAL  Section 11.1.Seal.  The Board of Directors may
authorize the adoption of a seal by the Company.  The Board of Directors may authorize one or
more duplicate seals.  Section 11.2.Affixing Seal.  Whenever the
Company 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 Company.  ARTICLE XII  WAIVER OF NOTICE  Section 12.1.Waiver of Notice.  Whenever any
notice is required to be given pursuant to the LLC Agreement, these Bylaws or
applicable law, a waiver thereof in writing, signed by the person or persons
entitled to such notice, or a waiver by electronic transmission 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 or waiver
by electronic transmission, 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.  31


ARTICLE XIII  AMENDMENT OF BYLAWS  Section 13.1.Amendment of Bylaws.  These Bylaws
may be amended or repealed or new or additional Bylaws may be adopted only by the
vote or written consent of a majority of the Board of Directors.  ARTICLE XIV  MISCELLANEOUS  Section 14.1.       References to Limited Liability
Company Agreement of the Company; Conflicting Provisions.  All references to the LLC Agreement shall
include any amendments thereto.  These
Bylaws are subject to the LLC Agreement, and in the event any provision under
these Bylaws is inconsistent with a provision of the LLC Agreement, the LLC
Agreement shall control.  Section 14.2.Costs and Expenses.  In addition to,
and as further clarification of each shareholders obligation to indemnify and
hold the Company harmless from and against all costs, expenses, penalties,
fines and other amounts, including, without limitation, attorneys and other
professional fees, whether third party or internal, arising from such
shareholders violation of any provision of the LLC Agreement or these Bylaws
pursuant to Section 10.3 of the LLC Agreement, to the fullest extent
permitted by law, each shareholder will be liable to the Company for, and
indemnify and hold harmless the Company (and any subsidiaries or affiliates of
the Company) from and against, all costs, expenses, penalties, fines or other
amounts, including without limitation, reasonable attorneys and other
professional fees, whether third party or internal, arising from such
shareholders breach of any provision of these Bylaws or the LLC Agreement or
any action against the Company in which such shareholder is not the prevailing
party, and shall pay such amounts on demand, together with interest on such
amounts, which interest will accrue at the lesser of the Companys highest
marginal borrowing rate, per annum compounded, and the maximum amount permitted
by law, from the date such costs or the like are incurred until the receipt of
payment.  Section 14.3.Ratification.  To the
fullest extent permitted by applicable law, the Board of Directors or the
shareholders may ratify and make binding on the Company any action or inaction
by the Company or its officers to the extent that the Board of Directors or the
shareholders could have originally authorized the matter.  Moreover, to the fullest extent permitted by
applicable law, any action or inaction questioned in any shareholders
derivative proceeding or any other proceeding on the ground of lack of
authority, defective or irregular execution, adverse interest of a director,
officer or shareholder, non-disclosure, miscomputation, the application of
improper principles or practices of accounting, or otherwise, may be ratified, before
or after judgment, by the Board of Directors or by the shareholders and, if so
ratified, shall have the same force and effect as if the questioned action or
inaction had been originally duly authorized, and such ratification shall be
binding upon the Company and its shareholders and shall constitute a bar to any
claim or execution of any judgment in respect of such questioned action or
inaction.  32


Section 14.4.Ambiguity.  In the case of an ambiguity in
the application of any provision of these Bylaws or any definition contained in
these Bylaws, the Board of Directors shall have the sole power to determine the
application of such provisions with respect to any situation based on the facts
known to it and such determination shall be final and binding unless determined
by a court of competent jurisdiction to have been made in bad faith.  Section 14.5.Inspection of Bylaws.  The Board of
Directors shall keep at the principal office for the transaction of business of
the Company the original or a copy of the Bylaws as amended or otherwise
altered to date, certified by the secretary, which shall be open to inspection
by the shareholders at all reasonable times during office hours.  33