Exhibit 3.2    FIVE
STAR QUALITY CARE, INC.  
  AMENDED
AND RESTATED BYLAWS  
  As
Amended and Restated February 27, 2009


Table of Contents  ARTICLE I
  OFFICES
  1Section 1.1.
  
  Principal
  Office
  1Section 1.2.
  
  Additional Offices
  1ARTICLE II
  MEETINGS OF STOCKHOLDERS
  1Section 2.1.
  
  Place
  1Section 2.2.
  
  Annual Meeting
  1Section 2.3.
  
  Special
  Meetings
  1Section 2.4.
  
  Notice of
  Regular or Special Meetings
  4Section 2.5.
  
  Notice of
  Adjourned Meetings
  5Section 2.6.
  
  Scope of Meetings
  5Section 2.7.
  
  Organization
  of Stockholder Meetings
  5Section 2.8.
  
  Quorum
  6Section 2.9.
  
  Voting
  6Section 2.10.
  
  Proxies
  6Section 2.11.
  
  Record Date
  6Section 2.12.
  
  Voting of
  Stock by Certain Holders
  7Section 2.13.
  
  Inspectors
  7Section 2.14.
  
  Nominations
  and Other Proposals to be Considered at Meetings of Stockholders
  7Section 2.14.1
  
  Annual Meetings of Stockholders
  7Section 2.14.2
  
  Stockholder Nominations or Other
  Proposals Causing Covenant Breaches or Defaults
  14Section 2.14.3
  
  Stockholder Nominations or Other
  Proposals Requiring Governmental Action
  15Section 2.14.4
  
  Special Meetings of Stockholders
  16Section 2.14.5
  
  General
  16Section 2.15.
  
  Voting by
  Ballot
  18Section 2.16.
  
  Proposals of Business Which Are Not
  Proper Matters For Action By Stockholders
  18ARTICLE III
  DIRECTORS
  19Section 3.1.
  
  General
  Powers; Qualifications; Directors Holding Over
  19Section 3.2.
  
  Independent
  Directors and Managing Directors
  19Section 3.3.
  
  Number and
  Tenure
  20Section 3.4.
  
  Annual and
  Regular Meetings
  20Section 3.5.
  
  Special
  Meetings
  20Section 3.6.
  
  Notice
  20Section 3.7.
  
  Quorum
  20Section 3.8.
  
  Voting
  21Section 3.9.
  
  Telephone
  Meetings
  21Section 3.10.
  
  Action by
  Written Consent of Board of Directors
  21Section 3.11.
  
  Waiver of
  Notice
  21Section 3.12.
  
  Vacancies
  21Section 3.13.
  
  Compensation
  21  i


Section 3.14.
  
  Surety Bonds
  22Section 3.15.
  
  Reliance
  22Section 3.16.
  
  Qualifying
  Shares of Stock Not Required
  22Section 3.17.
  
  Certain Rights
  of Directors, Officers, Employees and Agents
  22Section 3.18.
  
  Emergency Provisions
  22ARTICLE IV
  COMMITTEES
  22Section 4.1.
  
  Number; Tenure
  and Qualifications
  22Section 4.2.
  
  Powers
  23Section 4.3.
  
  Meetings
  23Section 4.4.
  
  Telephone
  Meetings
  23Section 4.5.
  
  Action by
  Written Consent of Committees
  23Section 4.6.
  
  Vacancies
  23ARTICLE V
  OFFICERS
  24Section 5.1.
  
  General
  Provisions
  24Section 5.2.
  
  Removal and
  Resignation
  24Section 5.3.
  
  Vacancies
  24Section 5.4.
  
  Chief
  Executive Officer
  24Section 5.5.
  
  Chief
  Operating Officer
  24Section 5.6.
  
  Chief
  Financial Officer
  25Section 5.7.
  
  Chairman and
  Vice Chairman of the Board
  25Section 5.8.
  
  President
  25Section 5.9.
  
  Vice
  Presidents
  25Section 5.10.
  
  Secretary
  25Section 5.11.
  
  Treasurer
  25Section 5.12.
  
  Assistant
  Secretaries and Assistant Treasurers
  25ARTICLE VI
  CONTRACTS, LOANS, CHECKS AND DEPOSITS
  26Section 6.1.
  
  Contracts
  26Section 6.2.
  
  Checks and
  Drafts
  26Section 6.3.
  
  Deposits
  26ARTICLE VII
  STOCK
  26Section 7.1.
  
  Certificates
  26Section 7.2.
  
  Transfers
  26Section 7.3.
  
  Lost
  Certificates
  27Section 7.4.
  
  Closing of
  Transfer Books or Fixing of Record Date
  27Section 7.5.
  
  Stock Ledger
  28Section 7.6.
  
  Fractional
  Stock; Issuance of Units
  28ARTICLE VIII
  REGULATORY COMPLIANCE AND DISCLOSURE
  28Section 8.1.
  
  Actions Requiring Regulatory
  Compliance Implicating the Corporation
  28Section 8.2.
  
  Compliance With Law
  29Section 8.3.
  
  Limitation on Voting Shares of
  Stock or Proxies
  29Section 8.4.
  
  Representations, Warranties and
  Covenants Made to Governmental or Regulatory Bodies
  30Section 8.5.
  
  Board of Directors Determinations
  30  ii


ARTICLE IX
  ACCOUNTING YEAR
  30Section 9.1.
  
  Accounting Year
  30ARTICLE X
  DIVIDENDS AND OTHER DISTRIBUTIONS
  30Section 10.1.
  
  Dividends and
  Other Distributions
  30ARTICLE XI
  SEAL
  
  
  30Section 11.1.
  
  Seal
  30Section 11.2.
  
  Affixing Seal
  30ARTICLE XII
  WAIVER OF NOTICE
  31Section 12.1.
  
  Waiver of Notice
  31ARTICLE XIII
  AMENDMENT OF BYLAWS
  31Section 13.1.
  
  Amendment of Bylaws
  31ARTICLE XIV
  MISCELLANEOUS
  31Section 14.1.
  
  References to
  Charter of the Corporation
  31Section 14.2.
  
  Costs and Expenses
  31Section 14.3.
  
  Ratification
  32Section 14.4.
  
  Ambiguity
  32Section 14.5.
  
  Inspection of
  Bylaws
  32Section 14.6.
  
  Special Voting Provisions relating
  to Control Shares
  32


FIVE STAR QUALITY CARE, INC.
AMENDED AND RESTATED BYLAWS  ARTICLE IOFFICES  Section 1.1.            Principal Office.  The principal office of the Corporation shall
be located at such place or places as the Board of Directors may designate.  Section 1.2.            Additional Offices.  The Corporation may have additional offices
at such places as the Board of Directors may from time to time determine or the
business of the Corporation may require.  ARTICLE IIMEETINGS OF STOCKHOLDERS  Section 2.1.            Place.  All meetings of stockholders shall be held at
the principal office of the Corporation or at such other place as is designated
by the Board of Directors or the chairman of the board or president.  Section 2.2.            Annual Meeting.  An annual meeting of the stockholders for the
election of directors and the transaction of any business within the powers of
the Corporation shall be held at such times as the Board of Directors may
designate.  Failure to hold an annual
meeting does not invalidate the Corporations existence or affect any otherwise
valid acts of the Corporation.  Section 2.3.            Special Meetings.  (a)           General.  The president of the Corporation or a
majority of the entire Board of Directors may call a special meeting of the
stockholders.  Subject toSection 2.3(b), if at the time stockholders
are entitled by law to cause a special meeting of the stockholders to be
called, a special meeting of stockholders shall also be called by the secretary
of the Corporation upon the written request of stockholders 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, if greater from time to time, the
largest portion which the Corporation is legally permitted to specify with respect
to stockholders entitled by law to cause a special meeting of the stockholders
to be called.


(b)           Stockholder Requested
Special Meetings.  (i)            Any stockholder of record seeking to
have stockholders request a special meeting shall, by sending written notice to
the secretary of the Corporation (the Record Date Request Notice) by
registered mail, return receipt requested, request the Board of Directors to
fix a record date to determine the stockholders entitled to request a special
meeting (the Request Record Date).  No
stockholder may make a Record Date Request Notice unless such stockholder (i)
complies with the requirements set forth in Section 2.14.1(a)(ii)(A) and (ii)
holds certificates for all shares of stock of the Corporation owned by such
stockholder during all times described in Section 2.14.1(a), and a copy of each
such certificate held by such stockholder at the time of giving such written
request shall accompany such stockholders written request to the secretary 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 stockholders of record as of the date of signature (or their
duly authorized agents), shall bear the date of signature of each such
stockholder (or its duly authorized agent) signing the Record Date Request
Notice and shall set forth all information that each such stockholder 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.  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.  (ii)           In order for any stockholder to
request a special meeting, one or more written requests for a special
meeting  signed by stockholders 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 stockholder may make a Special Meeting Request unless such
stockholder (i) complies with the requirements set forth in Section 2.14.1(a)(ii)(A) and
(ii) holds certificates for all shares of stock of the Corporation owned
by such stockholder during all times described in Section 2.14.1(a), and a
copy of each such certificate held by such stockholder at the time of giving
such written request shall accompany such stockholders written request to the
secretary 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  2


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 stockholder (or
its duly authorized agent) signing the Special Meeting Request, shall set forth
the name and address, as they appear in the Corporations books, of each stockholder
signing such request (or on whose behalf the Special Meeting Request is signed)
and the class and number of shares of stock of the Corporation which are owned
of record and beneficially by each such stockholder, shall be sent to the
secretary by registered mail, return receipt requested, and shall be received
by the secretary within 10 days after the Request Record Date.  Any requesting stockholder may revoke his,
her or its request for a special meeting at any time by written revocation
delivered to the secretary.  (iii)          The secretary shall inform the
requesting stockholders of the reasonably estimated cost of preparing, mailing
and filing the notice of meeting (including the Corporations proxy
materials).  The secretary shall not be
required to call a special meeting upon stockholder request and such meeting
shall not be held unless, in addition to the documents and information required
by Section 2.3(b)(ii), the secretary receives payment of such reasonably
estimated cost prior to the mailing of any notice of the meeting.  (iv)          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 in accordance with
Section 2.3(a), if any, and otherwise by the Board of Directors.  In the case of any special meeting called by
the secretary upon the request of stockholders (a Stockholder 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 the date of any Stockholder
Requested Meeting shall be not more than 90 days after the record date for such
meeting (the Meeting Record Date); and provided further 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 Stockholder Requested Meeting, then such meeting
shall be held at 2:00 p.m. local time on the 90th day after 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
Stockholder Requested Meeting within 10 days after the Delivery Date, then such
meeting shall be held at the principal executive office of the
Corporation.  In fixing a date for any
special meeting, the president or Board of Directors may consider such factors
as he, she or it deems relevant within the exercise of their 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 Stockholder 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  3


business on the 30th day after the Delivery Date shall
be the Meeting Record Date.  (v)           If at any time as a result of written
revocations of requests for the special meeting, stockholders 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 before 10 days before the
meeting if the secretary has sent to all other requesting stockholders written
notice of such revocation and of the intention to revoke the notice of the
meeting and the Corporation 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.  (vi)          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 (A) five Business Days after receipt by the secretary
of such purported request and (B) such date as the Board of Directors may
certify whether valid requests received by the secretary represent at least a
majority of the issued and outstanding shares of stock (or such larger portion
which the Corporation is legally permitted to specify with respect to
stockholders entitled by law to cause a special meeting of the stockholders to
be called) that would be entitled to vote at such meeting.  (vii)         For purposes of these Bylaws, Business
Day shall mean any day other than a Saturday, a Sunday or a day on which
banking institutions in the Commonwealth of Massachusetts are authorized or
obligated by law or executive order to close.  Section 2.4.            Notice of Regular or Special
Meetings.  In accordance with
applicable law and the charter of the Corporation, the secretary shall give to
each stockholder entitled to vote at such meeting and to each stockholder not
entitled to vote who is entitled to notice of the meeting written or printed
notice stating the time and place of the meeting and, in the case of a special
meeting or as otherwise may be required by any statute, the purpose for which
the meeting is called, either by mail, by presenting it to such stockholder
personally, by leaving it at the stockholders residence or usual place of
business, by electronic transmission or by any other means permitted by
Maryland law.  If mailed, such notice
shall be deemed to be given once deposited in the U.S. mail addressed to the
stockholder at the stockholders address as it appears on the records of the
Corporation, with postage thereon prepaid.  4


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 stockholders except as specifically designated in the notice
or otherwise properly brought before the stockholders by or at the direction of
the Board of Directors.  Section 2.7.            Organization of Stockholder
Meetings.  Every meeting of
stockholders 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 or the absence of the appointed individual, by the chairman of the
board or, in the case of a vacancy in the office or 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 one, the
president, the vice presidents in their order of seniority, or, in the absence
of such officers, a chairperson chosen by the stockholders by the vote of a
majority of the votes cast on such appointment by stockholders 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 stockholders, 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 stockholders 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 stockholders of record
of the Corporation, 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 stockholders of record of the Corporation 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 stockholder 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 stockholders 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 stockholders 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 stockholders or (iii) the Board
of Directors or the chairperson of the meeting determines that adjournment is
otherwise in the best interests of the Corporation.  Unless otherwise determined by the
chairperson of the meeting, meetings of stockholders shall not be required to
be held in  5


accordance with the general rules of
parliamentary procedure or any otherwise established rules of order.  Section 2.8.            Quorum.  At any annual or special meeting of
stockholders called by the Board of Directors or any authorized officer of the
Corporation, the presence in person or by proxy of stockholders entitled to
cast one-third of all the votes entitled to be cast at such meeting shall
constitute a quorum.  Notwithstanding the
immediately preceding sentence, at any special meeting of stockholders called
upon the written request of stockholders pursuant toSection 2.3(b), the presence in person or by
proxy of stockholders entitled to cast a majority of all the votes entitled to
be cast at such meeting shall constitute a quorum.  This section shall not affect any requirement
under any statute or the charter of the Corporation for the vote necessary for
the adoption of any measure.  If,
however, a quorum shall not be present at any meeting of the stockholders, the
chairperson of the meeting shall have the power to adjourn the meeting from
time to time without the Corporation having to set a new record date or provide
any additional notice of such meeting, subject to any obligation of the
Corporation 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 stockholders present, either in person or
by proxy, at a meeting of stockholders 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.  Section 2.9.            Voting.  A majority of all the votes entitled to be
cast for election of a director at a meeting of stockholders duly called and at
which a quorum is present shall be sufficient to elect such director.  For all matters to be voted upon by
stockholders other than the election of directors, unless otherwise required by
applicable law, by the listing requirements of the principal exchange on which
shares of the Corporations common stock are listed or by a specific provision
of the charter of the Corporation, the vote required for approval shall be the
affirmative vote of 75% of the votes entitled to be cast for each such matter
unless such matter has been  previously
approved by the Board of Directors, in which case the vote required for
approval shall be a majority of the votes cast at a meeting of stockholders
duly called and at which a quorum is present.  Section 2.10.          Proxies.  A stockholder may cast the votes entitled to
be cast by him or her either in person or by proxy executed by the stockholder
or by his or her duly authorized agent in any manner permitted by law.  Such proxy shall be filed with such officer
of the Corporation or third party agent as the Board of Directors shall have
designated for such purpose for verification at or prior to such meeting.  Any proxy relating to shares of stock of the
Corporation shall be valid until the expiration date therein or, if no
expiration is so indicated, for such period as is permitted pursuant to
Maryland law.  At a meeting of stockholders,
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 stockholders entitled to notice of and to vote at a meeting of
stockholders.  If no date is fixed for
the determination of the stockholders entitled to vote at any meeting of
stockholders, only persons in whose names shares of stock entitled to vote are
recorded on the stock records of the  6


Corporation at the opening of
business on the day of any meeting of stockholders shall be entitled to vote at
such meeting.  Section 2.12.          Voting of Stock by Certain Holders.  Stock of the Corporation registered in the
name of a corporation, partnership, trust or other entity, if entitled to be
voted, may be voted by the president or a vice president, a general partner or
trustee thereof, as the case may be, or a proxy appointed by any of the
foregoing individuals, unless some other person who has been appointed to vote
such stock pursuant to a bylaw or a resolution of the governing body of such
corporation or other entity or 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 stock. 
Any director or other fiduciary may vote stock 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
stockholders, the chairperson of the meeting may appoint one or more persons as
inspectors for such meeting.  Such
inspectors shall (i) ascertain and report the number of shares of stock
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 and
(iv) perform such other acts as are proper to conduct the election or
voting at the meeting.  (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 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 of stock 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 Stockholders. 
Nominations of individuals for election to the Board of Directors and
the proposal of other business to be considered by the stockholders at meetings
of stockholders 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 propriety of a proposed
nomination or a proposal of other business for consideration by stockholders)
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
Stockholders.  (a)           Nominations of individuals for
election to the Board of Directors and the proposal of other business to be
considered by the stockholders at an annual meeting of stockholders may be
properly brought before the meeting (i) pursuant to the Corporation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 stockholder of the
Corporation who (A) has continuously held at least $2,000 in market value,
or 1%, of the Corporations  7


shares of common stock 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 stockholder gives the
notice provided for in this Section 2.14.1 (or, if such notice is given
prior to April 1, 2010, continuously held shares of the Corporations
common stock 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 stockholder 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), (C) 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 and (D) 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 stockholder to make nominations or propose other business
before an annual meeting of stockholders, except to the extent of matters which
are required to be presented to stockholders 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 Corporations shares of common stock held by the applicable
stockholder shall be determined by multiplying the number of shares such
stockholder continuously held for that one-year period by the highest selling
price of the Corporations shares of common stock as reported on the principal
exchange on which shares of the Corporations common stock are listed during
the 60 calendar days before the date such notice was submitted.  (b)           For nominations for election to the
Board of Directors or other business to be properly brought before an annual
meeting by a stockholder pursuant to Section 2.14.1(a)(ii), the
stockholder shall have given timely notice thereof in writing to the secretary
of the Corporation in accordance with this Section 2.14 and such other
business shall otherwise be a proper matter for action by stockholders.  To be timely, a stockholder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
Corporation not later than 5:00 p.m. (Eastern Time) on the 120th day nor
earlier than the 150th 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 earlier than the first anniversary of the date of the
proxy statement for the preceding years annual meeting, notice by the
stockholder to be timely shall be so delivered not later than 5:00 p.m.
(Eastern Time) on the 10th day following the earlier of the day on which
(i) notice of the annual meeting is mailed or otherwise made available or
(ii) public announcement of the date of such meeting is first made by the
Corporation.  Notwithstanding the
foregoing sentence, with respect to the annual meeting to be held in calendar
year 2009, to be timely, a stockholders notice shall be delivered to the
secretary at the principal executive offices of the Corporation not later than
5:00 p.m. (Eastern Time) on December 31, 2008 nor earlier than
December 1, 2008.  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 stockholders notice as described above.  No stockholder may give a notice to the
secretary described in this Section 2.14.1(b) unless such stockholder
holds a  8


certificate for all shares of
stock of the Corporation owned by such stockholder during all times described
in Section 2.14.1(a), and a copy of each such certificate held by such
stockholder at the time of giving such notice shall accompany such
stockholders notice to the secretary in order for such notice to be effective.  A stockholders notice shall set
forth:  (A)as to each individual whom the stockholder
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(d)),
(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) 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, (3) the class,
series and number of any shares of stock of the Corporation that are, directly
or indirectly, beneficially owned or owned of record by such Proposed Nominee
or by such Proposed Nominee Associated Person, (4) the date such shares
were acquired and the investment intent of such acquisition, (5) a
description of all purchases and sales of securities of the Corporation 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, (6) a description of all Derivative Transactions (as defined in
Section 2.14.1(d)) 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(d)) if such Proposed Nominee or
Proposed Nominee Associated Person were a director of the Corporation or the
beneficial owner of more than 10% of the shares of stock of the Corporation at
the time of the transactions, (7) any  9


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 stock
of the Corporation 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, (8) any proportionate interest in shares of
stock of the Corporation 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, (9) 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 stockholder, 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 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 stockholder 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, (10) any rights to
dividends on the shares of stock of the Corporation owned beneficially by such
Proposed Nominee or such Proposed Nominee Associated Person that are separated
or separable from the underlying shares of stock of the Corporation, (11) 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 stock of the Corporation and who supports the  10


Proposed Nominee for election or reelection as a
director, (12) 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 (13) such
Proposed Nominees notarized written consent to being named in the
stockholders proxy statement as a nominee and to serving as a director if
elected;  (B)as
to any other business that the stockholder 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 stockholder or any Stockholder Associated Person (as defined
in Section 2.14.1(d)), including any anticipated benefit to such
stockholder or any Stockholder Associated Person therefrom, (3) a
description of all agreements, arrangements and understandings between such
stockholder and Stockholder Associated Person amongst themselves or with any
other person or persons (including their names) in connection with the proposal
of such business by such stockholder and (4) a representation that such
stockholder intends to appear in person or by proxy at the meeting to bring the
business before the meeting;  (C)as
to the stockholder giving the notice and any Stockholder Associated Person,
(1) the class, series and number of all shares of stock of the Corporation
that are owned of record by such stockholder or by such Stockholder Associated
Person, if any, (2) the class, series and number of, and the nominee
holder for, any shares of stock of the Corporation that are owned, directly or
indirectly, beneficially but not of record by such stockholder or by such
Stockholder 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
stockholder and Stockholder 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,  11


pursuant to Section 14
(or any successor provision) of the Exchange Act and the rules and
regulations promulgated thereunder;  (D)as to the stockholder giving the notice and
any Stockholder Associated Person, (1) the name and address of such
stockholder, as they appear on the Corporations stock ledger and the current
name and address, if different, of such stockholder and Stockholder Associated
Person and (2) the investment strategy or objective, if any, of such
stockholder or Stockholder Associated Person and a copy of the prospectus,
offering memorandum or similar document, if any, provided to investors or
potential investors in such stockholder or Stockholder Associated Person;  (E)as to the stockholder giving the notice and
any Stockholder Associated Person, (1) a description of all purchases and
sales of securities of the Corporation by such stockholder or Stockholder
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 stockholder or Stockholder 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 stockholder or Stockholder Associated
Person would be required to report on an Insider Report if such stockholder or
Stockholder Associated Person were a director of the Corporation or the
beneficial owner of more than 10% of the shares of stock of the Corporation at
the time of the transactions, (3) any performance related fees (other than
an asset based fee) that such stockholder or Stockholder Associated Person is
entitled to based on any increase or decrease in the value of shares of stock
of the Corporation 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 stockholders or Stockholder Associated Persons immediate family sharing
the same household with such stockholder or Stockholder Associated  12


Person, (4) any
proportionate interest in shares of stock of the Corporation 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
stockholder or Stockholder 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 stock of the Corporation
owned beneficially by such stockholder or Stockholder Associated Person that
are separated or separable from the underlying shares of stock of the
Corporation;  (F)to the extent known by the stockholder giving
the notice, the name and address of any other person who owns, beneficially or
of record, any shares of stock of the Corporation 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
capital stock of the Corporation is outstanding, the class and series of shares
of capital stock of the Corporation entitled to vote for such Proposed Nominee
and/or stockholders proposal, as applicable.  (c)           Notwithstanding anything in the
second sentence ofSection 2.14.1(b) to the contrary, in the event
that the number of directors to be elected to the Board of Directors is
increased and there is no public announcement of such action at least 130 days
prior to the first anniversary of the date of the proxy statement for the
preceding years annual meeting, a stockholders notice required by this Section 2.14.1
also shall be considered timely, but only with respect to nominees for any new
positions created by such increase, if the notice is delivered to the secretary
at the principal executive offices of the Corporation not later than
5:00 p.m. (Eastern Time) on the 10th day immediately following the day on
which such public announcement is first made by the Corporation.  (d)           For
purposes of this Section 2.14, (i) Stockholder Associated Person of
any stockholder shall mean (A) any person acting in concert with, such
stockholder, (B) any direct or indirect beneficial owner of shares of
capital stock of the Corporation owned of record or beneficially by such
stockholder and (C) any person controlling, controlled by or under common
control with such stockholder or a Stockholder Associated Person;
(ii) 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 capital stock of
the Corporation owned of record or beneficially by such Proposed Nominee and
(C) any person  13


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 Corporation, or
similar instrument with a value derived in whole or in part from the value of a
security of the Corporation, in any such case whether or not it is subject to
settlement in a security of the Corporation 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 Corporation, to mitigate any loss or manage any risk associated with any
increase or decrease in the value of any security of the Corporation or to
increase or decrease the number of securities of the Corporation 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 Corporation 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 Corporation or who is directly or indirectly
the beneficial owner of more than 10% of the shares of stock of the
Corporation.  Section 2.14.2                        Stockholder
Nominations or Other Proposals Causing Covenant Breaches or Defaults. 
At the same time as the submission of any stockholder nomination or
proposal of other business to be considered at a stockholders meeting that, if
approved and implemented by the Corporation, would cause the Corporation or any
subsidiary (as defined inSection 2.14.5(c)) of the
Corporation  to be in breach of any
covenant of the Corporation or any subsidiary of the Corporation 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 Corporation or any subsidiary of
the Corporation or other material contract or agreement of the Corporation or
any subsidiary of the Corporation, the proponent stockholder or stockholders
shall submit to the secretary at the principal executive offices of the
Corporation (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 of
funds, which plan must be satisfactory to the Board of Directors in its
discretion, and evidence of the availability to the Corporation of substitute
credit or contractual arrangements similar to the credit or contractual
arrangements which are implicated by the stockholder nomination or other
proposal that are at least as favorable to the Corporation, 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 amended and restated, the Corporation is party to a bank credit facility
that contains covenants which prohibit certain changes in the management and
policies of the Corporation without the approval of the lenders; accordingly, a
stockholder 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 Corporation to repay outstanding indebtedness under this credit facility
and of the availability of a new credit facility on terms as favorable to the
Corporation as the existing credit facility. 
As a further example and not as a limitation, at the time these Bylaws
are being amended and restated, the Corporation is  14


party to lease
and related agreements with Senior Housing Properties Trust or its subsidiaries
(Senior Housing).  Those agreements
contain covenants which prohibit certain changes in the management and policies
of the Corporation without the approval of Senior Housing.  Accordingly, a stockholder nomination or
proposal which implicates these covenants shall be accompanied by a waiver of
these covenants duly executed by the applicable Senior Housing entity or by
evidence satisfactory to the Board of Directors of the availability of
alternative facilities for lease and operation by the Corporation on terms as
favorable to the Corporation as the applicable arrangement and of funds for the
payment by the Corporation of any amounts required under the applicable
agreement or otherwise as a result of any breach or termination of the
agreement with Senior Housing.  Section 2.14.3                        Stockholder
Nominations or Other Proposals Requiring Governmental Action. 
If (a) submission of any stockholder nomination or proposal of
other business to be considered at a stockholders meeting that could not be
considered or, if approved, implemented by the Corporation without the
Corporation, any subsidiary of the Corporation, the proponent stockholder, any
Proposed Nominee of such stockholder, any Proposed Nominee Associated Person of
such Proposed Nominee, any Stockholder Associated Person of such stockholder,
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 stockholders ownership of shares of
stock of the Corporation or any solicitation of proxies or votes or holding or
exercising proxies by such stockholder, any Proposed Nominee of such
stockholder, any Proposed Nominee Associated Person of such Proposed Nominee,
any Stockholder Associated Person of such stockholder, or their respective
affiliates or associates would require Governmental Action, then, at the same
time as the submission of any stockholder nomination or proposal of other
business to be considered at a stockholders meeting, the proponent stockholder
or stockholders shall submit to the secretary at the principal executive
offices of the Corporation (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 stockholder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 Bylaws are being amended and restated, the
Corporation 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 its voting securities.  Accordingly, a
stockholder who seeks to exercise proxies for a nomination or a proposal
affecting the governance of the Corporation 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 amended and
restated, the Corporation operates healthcare facilities in various states;
such facilities are governed by and subject to the regulatory and licensing
requirements of the state in which such facility is  15


located.  The licensing terms or regulatory regime of
certain states with jurisdiction over the Corporation may require that certain
consents or approvals be obtained prior to the Corporation considering or
implementing certain actions, including potentially requiring that a Proposed
Nominee obtain regulatory approval or consent prior to being nominated for or
elected as a director.  Accordingly, a
stockholder nomination or stockholder proposal that, if approved, would require
the Corporation to obtain the consent or approval of a state authority due to
the fact that the Corporation operates licensed healthcare facilities in such
state, shall be accompanied by evidence that the stockholder or Proposed
Nominee has either secured the required approvals or consents from all
applicable state regulatory authorities or if such required approvals have not
been obtained, then the stockholder nomination or other proposal shall be
accompanied by a copy of any applications or forms required to be completed by
the Proposed Nominee or stockholder as submitted or to be submitted to the
applicable state authorities so that the Board of Directors may determine the
likelihood that the stockholder or the Proposed Nominee, as applicable, will
receive any such required approval.  Section 2.14.4                        Special
Meetings of Stockholders.  As set
forth in Section 2.6, only business brought before the meeting pursuant to
the Corporations notice of meeting shall be conducted at a special meeting of
stockholders.  Nominations of individuals
for election to the Board of Directors only may be made at a special meeting of
stockholders at which directors are to be elected: (a) pursuant to the
Corporation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 stockholder of the Corporation who is a
stockholder of record both at the time of giving of notice provided for in this
Section 2.14.4 through and including 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 requirements set forth in this Section 2.14.4.  In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more directors to
the Board of Directors, any such stockholder may nominate an individual or
individuals (as the case may be) for election as a director as specified in the
Corporations notice of meeting, if the stockholder satisfies the holding
period and certificate requirements set forth inSection 2.14.1(a) and
Section 2.14.1(b), the stockholders notice contains or is accompanied by
the information and documents required by Section 2.14 and the stockholder
has given timely notice thereof in writing to the secretary of the Corporation
at the principal executive offices of the Corporation.  To be timely, a stockholders notice shall be
delivered to the secretary of the Corporation at the principal executive
offices of the Corporation not earlier than the 150th day prior to such special
meeting and not later than 5:00 p.m. (Eastern Time) on the later of
(i) the 120th 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 stockholders notice as described above.  Section 2.14.5                        General.  (a)           If information
submitted pursuant to thisSection 2.14 by any stockholder proposing a nominee for election as a
director or any proposal for other business at a  16


meeting of stockholders 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 stockholder 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 Corporation or the Board of Directors
or any committee thereof (which may be made from time to time), any stockholder
proposing a nominee for election as a director or any proposal for other
business at a meeting of stockholders 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 stockholder 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 stockholder pursuant to this Section 2.14
as of an earlier date.  If a stockholder
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 stockholder pursuant to this Section 2.14.  It is the responsibility of a stockholder 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 Corporation, the Board of Directors or any
committee thereof nor any officer of the Corporation to inform a stockholder
that the information submitted pursuant to this Section 2.14 by or on
behalf of such stockholder is incomplete or inaccurate or not otherwise in
accordance with this Section 2.14 nor require the Corporation, the Board
of Directors, any committee of the Board of Directors or any officer of the
Corporation to request clarification or updating of information provided by any
stockholder, 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 stockholders as directors and only such
business shall be conducted at a meeting of stockholders as shall have been
properly brought before the meeting in accordance with this Section 2.14.  The chairperson of the meeting and the Board
of Directors shall each 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 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  17


Press, Business Wire, PR Newswire or any other widely circulated news
or wire service or (B) a document publicly filed by the Corporation 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 stockholder 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 stockholder nomination of an individual for
election to the Board of Directors or a stockholder proposal relating to other
business be included in the Corporations proxy statement, except as may be
required by law.  (e)           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
Corporation or any similar code promulgated by the Corporation (the Code of
Business Conduct) or may differ from or supplement the Code of Business
Conduct.  (f)            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.  Section 2.15.          Voting by Ballot.  Voting on any
question or in any election may be voice vote unless the chairperson of the
meeting or any stockholder shall demand that voting be by ballot.  Section 2.16.          Proposals of Business Which Are Not Proper Matters For
Action By Stockholders.  Notwithstanding anything in these Bylaws to
the contrary, subject to applicable law, any stockholder proposal for business
the subject matter or effect of which would be within the exclusive purview of
the Board of Directors, shall be deemed not to be a matter upon which the
stockholders are entitled to vote.  The
Board of Directors in its discretion shall be entitled to determine whether a
stockholder proposal for business is not a matter upon which the stockholders
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.  18


ARTICLE IIIDIRECTORS  Section 3.1.            General Powers; Qualifications; Directors Holding Over. 
The business and affairs of the Corporation shall be managed under the
direction of its Board of Directors.  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 Corporation 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 inSection 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 stockholders, the incumbent directors
shall hold over and continue to direct the management of the business and
affairs of the Corporation 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
Corporation or Reit Management & Research LLC (or its permitted successors
or assigns under the Shared Services Agreement between the Corporation and Reit
Management & Research LLC), who is not involved in the Corporations
day to day activities and 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 the
applicable rules of each stock exchange upon which shares of stock of the
Corporation are listed for trading and 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 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 Director.  Managing
Directors shall mean directors who are not Independent Directors and who have
been employees of the Corporation or Reit Management & Research LLC
(or its permitted successors or assigns under the Shared Services Agreement
between the Corporation and Reit Management & Research LLC) or
involved in the day to day activities of the Corporation for at least one year
prior to their 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.  19


Section 3.3.            Number
and Tenure.  The Board of Directors may establish,
increase or decrease the number of directors; provided, that the number thereof
shall never be less than the minimum number required by the Maryland General Corporation
Law, nor more than seven; and further, provided, that the tenure of office of a
director shall not be affected by any decrease in the number of directors.  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 stockholders, 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 Maryland, 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 any Managing Director, the president or pursuant to the request of
any two directors then in office.  The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Maryland, as the place
for holding any special meeting of the Board of Directors called by them.  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 Corporation by the
director.  Telephone notice shall be
deemed given when the director is personally given such notice in a telephone
call to which he is a party.  Facsimile
transmission notice shall be deemed given upon completion of the transmission
of the message to the number given to the Corporation by the director and
receipt of a completed answer back indicating receipt.  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 charter of the
Corporation 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  20


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 charter of the Corporation 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 charter of the
Corporation 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 charter of the Corporation, any action
required or permitted to be taken at any meeting of the Board of Directors may
be taken without a meeting, if a consent in writing to such action is signed by
each director and such written consent is filed with the minutes of proceedings
of the Board of Directors.  Section 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.  Section 3.12.          Vacancies.  If for any reason any or all the directors
cease to be directors, such event shall not terminate the Corporation or affect
these Bylaws or the powers of the remaining directors hereunder (even if fewer
than three directors remain).  Except as
may be provided by the Board of Directors in setting the terms of any class or
series of preferred stock, any vacancy on the Board of Directors may be filled
only by 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 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  21


engaged in as
director.  The directors shall be
entitled to receive remuneration for services rendered to the Corporation in
any other capacity, and such services may include, without limitation, services
as an officer of the Corporation, 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.          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 3.15.          Reliance.  Each director, officer, employee and agent of
the Corporation shall, in the performance of his or her duties with respect to
the Corporation, be entitled to rely on any information, opinion, report or
statement, including any financial statement or other financial data, prepared
or presented by an officer or employee of the Corporation or by the advisers,
accountants, appraisers or other experts or consultants selected by the Board
of Directors or officers of the Corporation, regardless of whether such counsel
or expert may also be a director.  Section 3.16.          Qualifying
Shares of Stock Not Required. 
Directors need not be stockholders of the Corporation.  Section 3.17.          Certain
Rights of Directors, Officers, Employees and Agents.  A director shall have no responsibility to
devote his or her full time to the affairs of the Corporation.  Any director or officer, employee or agent of
the Corporation, in his or her personal capacity or in a capacity as an
affiliate, employee or agent of any other person, or otherwise, may have
business interests and engage in business activities similar or in addition to
those of or relating to the Corporation.  Section 3.18.          Emergency
Provisions.  Notwithstanding any
other provision in the charter of the Corporation or these Bylaws, thisSection 3.18 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
Corporation 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 IVCOMMITTEES  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.  22


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 underSection 4.1, except
as prohibited by law.  In the event that
a charter has been adopted with respect to a committee, the charter shall
constitute a delegation by the Board of 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.  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 or under the rules of the S.E.C. and applicable stock exchanges on
which the Corporations shares of stock are listed, 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 and 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 each member 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.  23


ARTICLE V  OFFICERS  Section 5.1.       General
Provisions.  The officers of the
Corporation shall includea president, a
secretary and a treasurer and may include a chairman of the board, a vice
chairman of the board, a chief executive officer, a chief operating officer, a
chief financial officer, one or more vice presidents, one or more assistant
secretaries and one or more assistant treasurers.  In addition, the Board of Directors may from
time to time elect such other officers with such powers and duties as they
shall deem necessary or desirable.  The
officers of the Corporation shall be elected annually by the Board of
Directors, except that the chief executive officer or president may from time
to time appoint one or more vice presidents, assistant secretaries and
assistant treasurers or other officers. 
Each officer shall hold office until his or her successor is elected and
qualifies or until his or her death, or his or her resignation or removal in
the manner hereinafter provided.  Any two
or more offices except president and vice president may be held by the same
person.  In its discretion, the Board of
Directors may leave unfilled any office except that of president, secretary and
treasurer.  Election of an officer or
agent shall not of itself create contract rights between the Corporation and
such officer or agent.  Section 5.2.       Removal
and Resignation.  Any officer or
agent of the Corporation may be removed by the Board of Directors if in its
judgment the best interests of the Corporation would be served thereby, but the
removal shall be without prejudice to the contract rights, if any, of the
person so removed.  Any officer of the
Corporation may resign at any time by giving written notice of his 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 Corporation.  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.  The Board of
Directors may designate a chief executive officer from among the directors or
elected officers.  The chief executive
officer shall have responsibility for implementation of the policies of the
Corporation, as determined by the Board of Directors, and for the administration
of the business affairs of the Corporation. 
In the absence of both the chairman and vice chairman of the board, the
chief executive officer shall preside over the meetings of the Board of
Directors at which he shall be present. 
In the absence of a different designation, the Managing Directors, or
any of them, shall function as the chief executive officer of the Corporation.  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.  24


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
and Vice Chairman of the Board.  The
chairman of the board, if any, and the vice chairman of the board, if any,
shall perform such duties as may be assigned to him, her or them by the Board
of Directors.  In the absence of a
chairman and vice chairman of the board or if none are appointed, the Managing
Directors, or any of them, shall preside at meetings of the Board of Directors.  Section 5.8.       President.  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 Corporation or shall be required
by law to be otherwise executed, and in general shall perform all duties
incident to the office of president and such other duties as may be prescribed
by the chief executive officer or the Board of Directors.  Section 5.9.       Vice
Presidents.  In the absence or
unavailability of the president, the vice president (or in the event there be
more than one vice president, any vice president) 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 by 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 5.10.     Secretary.  The secretary (or his or her designee) shall (a) keep
the minutes of the proceedings of the stockholders, the Board of Directors and
committees of the Board of Directors in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation, if any; (d) maintain
a share register, showing the ownership and transfers of ownership of all
shares of stock of the Corporation, unless a transfer agent is employed to
maintain and does maintain such a share register; and (e) in general
perform such other duties as from time to time may be assigned to the secretary
by the chief executive officer or the Board of Directors.  Section 5.11.     Treasurer.  The treasurer shall have the custody of the
funds and securities of the Corporation and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation
and shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be authorized by the
Board of Directors.  The treasurer shall
also have such other responsibilities as may be assigned to him or her by the
chief executive officer or the Board of Directors.  Section 5.12.     Assistant
Secretaries and Assistant Treasurers. 
The assistant secretaries and assistant treasurers, in general, shall
perform such duties as shall be assigned to them by the secretary or treasurer,
respectively, or by the chief executive officer or the Board of Directors.  25


ARTICLE VI  CONTRACTS,
LOANS, CHECKS AND DEPOSITS  Section 6.1.       Contracts.  The Board of Directors may authorize any
director, officer or agent to enter into any contract or to execute and deliver
any instrument in the name of and on behalf of the Corporation and such
authority may be general or confined to specific instances.  Any agreement, deed, mortgage, lease or other
document executed by an authorized director, officer or agent shall be valid
and binding upon the Corporation when authorized or ratified by action of the
Board of Directors.  Section 6.2.       Checks
and Drafts.  All checks, drafts or
other orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officer or agent
of the Corporation in such manner as shall from time to time be determined by
the treasurer, the chief executive officer or the Board of Directors.  Section 6.3.       Deposits.  All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the treasurer, the
chief executive officer or the Board of Directors may designate.  ARTICLE VII STOCK  Section 7.1.       Certificates.  Except as otherwise provided in these Bylaws,
this Section 7.1 shall not be interpreted to limit the authority of the
Board of Directors to issue some or all of the shares of any or all of its
classes or series without certificates. 
Each certificate issued shall be signed by the chairman of the board,
the president or a vice president and countersigned by the secretary or an assistant
secretary or the treasurer or an assistant treasurer and may be sealed with the
seal, if any, of the Corporation.  The
signatures may be either manual or facsimile. 
Certificates shall be consecutively numbered and if the Corporation
shall from time to time issue several classes of stock, each class may have its
own number series.  A certificate is
valid and may be issued whether or not an officer who signed it is still an
officer when it is issued.  At the election
of the stockholder, a certificate may be in book entry form.  Section 7.2.       Transfers.  (a)        Shares of
capital stock of the Corporation shall be transferable in the manner provided
by applicable law, the charter of the Corporation and these Bylaws.  Upon surrender to the Corporation or the
transfer agent of the Corporation of a stock certificate duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.  26


(b)        The
Corporation shall be entitled to treat the holder of record of any share of
stock as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Maryland.  Section 7.3.       Lost
Certificates.  For shares of stock
evidenced by certificates, any officer designated by the Board of Directors may
direct a new certificate to be issued in place of any certificate previously
issued by the Corporation alleged to have been lost, stolen or destroyed upon
the making of an affidavit of that fact by the person claiming the certificate
to be lost, stolen or destroyed.  When
authorizing the issuance of a new certificate, an officer designated by the
Board of Directors may, in such officers discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or the owners legal representative to advertise the same
in such manner as he shall require and/or to give bond, with sufficient surety,
to the Corporation to indemnify it against any loss or claim which may arise as
a result of the issuance of a new certificate.  Section 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
stockholders entitled to notice of or to vote at any meeting of stockholders or
determining stockholders entitled to receive payment of any dividend or the
allotment of any other rights, or in order to make a determination of
stockholders for any other proper purpose.  (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 stockholders entitled to notice of or to
vote at a meeting of stockholders, 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 stockholders, (i) the record date for the determination
of stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day on which the notice of meeting is
mailed or the 30th day before the meeting, whichever is the closer date to the
meeting; and (ii) the record date for the determination of stockholders
entitled to receive payment of a dividend or an allotment of any other rights
shall be the close of business on the day on which the resolution of the Board
of Directors, declaring the dividend or allotment of rights, is adopted.  (d)        When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to
any adjournment thereof unless the Board of Directors shall set a new record
date with respect thereto.  27


Section 7.5.       Stock
Ledger.  The Corporation shall
maintain at its principal office or at the office of its counsel, accountants
or transfer agent a stock ledger containing the name and address of each
stockholder and the number of shares of each class of stock held by such
stockholder.  Section 7.6.       Fractional
Stock; Issuance of Units.  The Board
of Directors may issue fractional stock or provide for the issuance of scrip,
all on such terms and under such conditions as they may determine.  Notwithstanding any other provision of the
charter of the Corporation or these Bylaws, the Board of Directors may issue units
consisting of different securities of the Corporation.  Any security issued in a unit shall have the
same characteristics as any identical securities issued by the Corporation,
except that the Board of Directors may provide that for a specified period securities
of the Corporation issued in such unit may be transferred on the books of the
Corporation only in such unit.  ARTICLE VIII  REGULATORY
COMPLIANCE AND DISCLOSURE  Section 8.1.          Actions
Requiring Regulatory Compliance Implicating the Corporation.  If any stockholder (whether individually or
constituting a group, as determined by the Board of Directors), by virtue of
such stockholders ownership interest in the Corporation or actions taken by
the stockholder affecting the Corporation, triggers the application of any
requirement or regulation of any federal, state, municipal or other
governmental or regulatory body on the Corporation or any subsidiary (for
purposes of this ARTICLE VIII, as defined in Section 2.14.5(c)) of the
Corporation 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 stockholder shall promptly
take all actions necessary and fully cooperate with the Corporation 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 Corporation or any subsidiary of the
Corporation.  If the stockholder fails or
is otherwise unable to promptly take such actions so to cause satisfaction of
such requirements or regulations, the stockholder shall promptly divest a
sufficient number of shares of stock of the Corporation necessary to cause the
application of such requirement or regulation to not apply to the Corporation
or any subsidiary of the Corporation.  If
the stockholder fails to cause such satisfaction or divest itself of such
sufficient number of shares of stock of the Corporation by not later than the
10th day after triggering such requirement or regulation referred to in this Section 8.1,
the acquisition of any shares of stock of the Corporation beneficially owned by
such stockholder 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 held in violation of the ownership limitations
set forth in Article VI of the charter of the Corporation and be subject
to Article VI of the charter of the Corporation and any actions triggering
the application of such a requirement or regulation may be deemed by the
Corporation to be of no force or effect. 
Moreover, if the stockholder 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 Corporation may take
all other actions which the Board of Directors deems appropriate to require
compliance or to preserve the value of the  28


Corporations
assets; and the Corporation may charge the offending stockholder for the
Corporations costs and expenses as well as any damages which may result to the
Corporation.  As an example and not as a limitation, at the time these
Bylaws are being amended and restated, the Corporation 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 Corporations
voting securities.  Accordingly, if a
stockholder seeks to exercise proxies for a matter to be voted upon at a
meeting of the Corporations stockholders without having obtained any
applicable approvals from the Indiana insurance regulatory authorities, such
proxies representing 10% or more of the Corporations voting securities will,
subject to Section 8.3, be void and of no further force or effect.  As a further example and not as a limitation, at the time
these Bylaws are being amended and restated, the Corporation operates
healthcare facilities in various states which are subject to state regulatory
and licensing requirements in each such state. 
Under the licensing terms or regulatory regime of certain states with
jurisdiction over the Corporation, a stockholder which acquires a controlling
equity position in the Corporation may be required to obtain regulatory
approval or consent prior to or as a result of obtaining such ownership.  Accordingly, if a stockholder which acquires
a controlling equity position in the Corporation that would require the
stockholder or the Corporation to obtain the consent or approval of a state
authority due to the fact that the Corporation operates licensed healthcare
facilities in such state, and the stockholder refuses to provide the
Corporation with information required to be submitted to the applicable state
authority or if the state authority declines to approve the stockholders
ownership of the Corporation, then, in either event, shares of stock of the
Corporation owned by the stockholder necessary to reduce its ownership to an
amount so that the stockholders ownership of Corporation shares of stock would
not require it to provide any such information to, or for consent to be
obtained from, the state authority, may be deemed by the Board of Directors to
be shares of stock held in violation of the ownership limitation in Article VI
of the charter of the Corporation and shall be subject to the provisions of Article VI
of the charter of the Corporation.  Section 8.2.       Compliance
With Law.  Stockholders shall comply
with all applicable requirements of federal and state laws, including all rules and
regulations promulgated thereunder, in connection with such stockholders
ownership interest in the Corporation and all other laws which apply to the
Corporation or any subsidiary of the Corporation or their respective
businesses, assets or operations and which require action or inaction on the
part of the stockholder.  Section 8.3.       Limitation
on Voting Shares of Stock or Proxies. 
Without limiting the provisions of Section 8.1, if a stockholder
(whether individually or constituting a group, as determined by the Board of
Directors), by virtue of such stockholders ownership interest in the
Corporation or its receipt or exercise of proxies to vote shares of stock owned
by other stockholders, would not be permitted to vote the stockholders shares
of stock of the Corporation or proxies for shares of stock of the Corporation
in excess of a certain amount pursuant to applicable law (including by way of
example, applicable state insurance regulations) but the  29


Board
of Directors determines that the excess shares or shares represented by the
excess proxies are necessary to obtain a quorum, then such stockholder 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 Board of Directors (or by another person designated by the Board of
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 stockholder with any
governmental or regulatory body in connection with such stockholders interest
in the Corporation or any subsidiary of the Corporation shall be deemed to be
simultaneously made to, for the benefit of and enforceable by, the Corporation
and any applicable subsidiary of the Corporation.  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.  ARTICLE IX ACCOUNTING
YEAR  Section 9.1.       Accounting
Year.  The Board of Directors shall
have the power, from time to time, to fix the fiscal year of the Corporation by
a duly adopted resolution.  ARTICLE XDIVIDENDS AND OTHER DISTRIBUTIONS  Section 10.1.     Dividends
and Other Distributions.  Dividends
and other distributions upon the stock of the Corporation may be authorized and
declared by the Board of Directors. 
Dividends and other distributions may be paid in cash, property or stock
of the Corporation.  ARTICLE XI SEAL  Section 11.1.     Seal.  The Board of Directors may authorize the
adoption of a seal by the Corporation. 
The seal shall contain the name of the Corporation and the year of its
incorporation and the words Incorporated Maryland.  The Board of Directors may authorize one or
more duplicate seals.  Section 11.2.     Affixing
Seal.  Whenever the Corporation is
permitted or required to affix its seal to a document, it shall be sufficient
to meet the requirements of any law, rule or  30


regulation
relating to a seal to place the word (SEAL) adjacent to the signature of the
person authorized to execute the document on behalf of the Corporation.  ARTICLE XII  WAIVER OF
NOTICE  Section 12.1.     Waiver
of Notice.  Whenever any notice is
required to be given pursuant to the charter of the Corporation, 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.  ARTICLE XIII  AMENDMENT OF
BYLAWS  Section 13.1.     Amendment
of Bylaws.  The Board of Directors
shall have the exclusive power to adopt, alter or repeal any provision of these
Bylaws and to make new Bylaws.  ARTICLE XIV  MISCELLANEOUS  Section 14.1.     References
to Charter of the Corporation.  All
references to the charter of the Corporation shall include any amendments
thereto.  Section 14.2.     Costs
and Expenses.  To the fullest extent
permitted by law, each stockholder will be liable to the Corporation for, and
indemnify and hold harmless the Corporation (and any subsidiaries or affiliates
thereof) 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
stockholders breach of any provision of these Bylaws or the charter of the
Corporation or any action against the Corporation in which such stockholder 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
Corporation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.  31


Section 14.3.     Ratification.  The Board of Directors or the stockholders
may ratify and make binding on the Corporation any action or inaction by the
Corporation or its officers to the extent that the Board of Directors or the
stockholders could have originally authorized the matter.  Moreover, any action or inaction questioned
in any stockholder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 stockholder, 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
stockholders 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 Corporation and its stockholders and
shall constitute a bar to any claim or execution of any judgment in respect of
such questioned action or inaction.  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
Corporation 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 stockholders at all reasonable times during office hours.  Section 14.6.     Special
Voting Provisions relating to Control Shares.  Notwithstanding any other provision contained
herein or in the charter of the Corporation or these Bylaws, Title 3, Subtitle
7 of the Maryland General Corporation Law (or any successor statute) shall not
apply to any acquisition by any person of shares of stock of the
Corporation.  This section may be
repealed, in whole or in part, at any time, whether before or after an
acquisition of control shares and, upon such repeal, may, to the extent
provided by any successor bylaw, apply to any prior or subsequent control share
acquisition.  32