Exhibit 3.3  FIVE STAR QUALITY CARE, INC.   AMENDED AND RESTATED BYLAWS   As Amended and Restated November 7, 2008February 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
  1415Section 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
  18Section 3.1.
  General
  Powers; Qualifications; Directors Holding Over
  18Section 3.2.
  Independent
  Directors and Managing Directors
  1819Section 3.3.
  Number
  and Tenure
  19Section 3.4.
  Annual
  and Regular Meetings
  1920Section 3.5.
  Special
  Meetings
  20Section 3.6.
  Notice
  20Section 3.7.
  Quorum
  20Section 3.8.
  Voting
  20Section 3.9.
  Telephone
  Meetings
  2021Section 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


Section 3.14.
  Surety
  Bonds
  2122Section 3.15.
  Reliance
  2122Section 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
  2223Section 4.3.
  Meetings
  2223Section 4.4.
  Telephone
  Meetings
  23Section 4.5.
  Action by
  Written Consent of Committees
  23Section 4.6.
  Vacancies
  23ARTICLE V
  OFFICERS
  2324Section 5.1.
  General
  Provisions
  2324Section 5.2.
  Removal
  and Resignation
  24Section 5.3.
  Vacancies
  24Section 5.4.
  Chief
  Executive Officer
  24Section 5.5.
  Chief
  Operating Officer
  24Section 5.6.
  Chief
  Financial Officer
  2425Section 5.7.
  Chairman
  and Vice Chairman of the Board
  2425Section 5.8.
  President
  2425Section 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
  2526Section 6.1.
  Contracts
  2526Section 6.2.
  Checks
  and Drafts
  2526Section 6.3.
  Deposits
  2526ARTICLE
  VII STOCK
  26Section 7.1.
  Certificates
  26Section 7.2.
  Transfers
  26Section 7.3.
  Lost
  Certificates
  2627Section 7.4.
  Closing
  of Transfer Books or Fixing of Record Date
  2627Section 7.5.
  Stock
  Ledger
  2728Section 7.6.
  Fractional
  Stock; Issuance of Units
  2728ARTICLE
  VIII REGULATORY COMPLIANCE AND DISCLOSURE
  2728Section 8.1.
  Actions
  Requiring Regulatory Compliance Implicating the Corporation
  2728Section 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
  2930Section 8.5.
  Board of
  Directors Determinations
  2930  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
  3031Section 12.1.
  Waiver of
  Notice
  3031ARTICLE
  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
  3132Section 14.4.
  Ambiguity
  3132Section 14.5.
  Inspection
  of Bylaws
  3132Section 14.6.
  Special
  Voting Provisions relating to Control Shares
  32  iii


FIVE STAR QUALITY CARE, INC.
AMENDED AND RESTATED BYLAWS  ARTICLE I
OFFICES  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
II
MEETINGS 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 to Section 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 stockholderduring 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 requestshall accompany such stockholders written request to the secretary, as
described in the preceding sentence, in order for such request to be
effective.  The Record Date Request
Notice shall set forth the purpose of the meeting and the matters proposed to
be acted on at the meeting, shall be signed by one or more 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 stockholderduring 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 requestshall accompany
such stockholders written request
to the secretary, as described in the preceding sentence, in order for
such request to be effective.  In
addition, the Special Meeting Request shall set forth the purpose of the
meeting and  2


the matters proposed to be acted on at the meeting
(which shall be limited to the matters set forth in the Record Date Request
Notice received by the secretary), shall bear the date of signature of each
such 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  3


the close of 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 accordance with the general rules of
parliamentary procedure or any otherwise established rules of order.  5


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 to Section 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 Corporation at the opening of business on the day of any meeting
of stockholders shall be entitled to vote at such meeting.  6


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 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,  7


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), (BC) is
entitled to make nominations or propose other business and to vote at the
meeting on such election, or the proposal for other business, as the case may
be and (CD) 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 certificate for all shares of stock of the Corporation
owned by such stockholderduring 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  8


noticeshall 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
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  9


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 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  10


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, pursuant to Section 14 (or any
successor provision) of the Exchange Act and the rules and regulations
promulgated thereunder;  11


(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 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,  12


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 of Section 2.14.1(b) to the contrary, in the
event that the number of directors to be elected to the Board of Directors 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 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  13


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 in Section 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 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  14


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 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  15


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 requirementsset
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 stockholdersatisfies the holding period
and certificate requirements set forth in Section 2.14.1(a) and Section 2.14.1(b),
the stockholders notice contains or is
accompanied bythe informationand
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
this Section 2.14 by any stockholder proposing a nominee for election as a
director or any proposal for other business at a 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  16


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 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 United States Securities
and Exchange CommissionS.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).  17


(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.  ARTICLE III  DIRECTORS  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 in Section 3.2,  18


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 Securities
and Exchange CommissionS.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.  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  19


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 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.  20


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 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,  21


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, this Section 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 IV  COMMITTEES  Section 4.1.            Number; Tenure and Qualifications.  The
Board of Directors shall appoint an Audit Committee, a Compensation Committee
and a Nominating and Governance Committee. 
Each of these committees shall be composed of three or more directors,
to serve at the pleasure of the Board of Directors.  The Board of Directors may also appoint other
committees from time to time composed of one or more directors, to serve at the
pleasure of the Board of Directors.  The
Board of Directors shall adopt a charter with respect to the Audit Committee,
the Compensation Committee and the Nominating and Governance Committee, which
charter shall specify the purposes, the criteria for membership and the
responsibility and duties and may specify other matters with respect to each
committee.  The Board of Directors may
also adopt a charter with respect to other committees.  Section 4.2.            Powers.  The
Board of Directors may delegate any of the powers of the Board of Directors to
committees appointed under Section 4.1, 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  22


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 Securities
and Exchange CommissionS.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.  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  23


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.  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.  24


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.  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.  25


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.  (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.  26


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.  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  27


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 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  28


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
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.  29


ARTICLE X  DIVIDENDS 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
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.  30


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.  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  31


such repeal, may, to the
extent provided by any successor bylaw, apply to any prior or subsequent
control share acquisition.  32