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EXHIBIT 3.6 BYLAWS OF WARREN RESOURCES, INC.    ARTICLE I
OFFICES SECTION 1. REGISTERED OFFICE AND AGENT The registered office of the Corporation shall be in the City and County
of Baltimore, State of Maryland or such other city and county as the Board of
Directors (the Board) shall determine. The name and address of the
Corporations registered agent is National Registered Agents, Inc. of MD, 11
East Chase Street, Baltimore, Maryland 21202. SECTION 2. OTHER OFFICES The Corporation may have offices at such other places both within and
without the State of Maryland as the Board may from time to time determine or
the business of the Corporation may require. ARTICLE II
STOCKHOLDERS SECTION 1. ANNUAL MEETINGS A meeting of the stockholders for the purpose of electing directors and
for the transaction of such other business as may properly be brought before the
meeting shall be held annually at 10:00 a.m., on the third Thursday of April, or
at such other time and/or such other date as shall be fixed by resolution of the
Board. If the day fixed for the annual meeting shall be a legal holiday, such
meeting shall be held on the next succeeding business day. SECTION 2. SPECIAL MEETINGS Unless the Articles of Incorporation provide otherwise, special meetings
of the stockholders for any purpose or purposes, unless otherwise prescribed by
statute, may be called only by a majority of the Board, the Chairman of the
Board, the Chief Executive Officer, the President or the Vice Chairman of the
Board. Special meetings of the stockholders shall be called by the Secretary at
the request of stockholders only on the written request of stockholders entitled
to cast at least a majority of all the votes entitled to be cast at the meeting.
Such written request shall state the purpose or purposes of the meeting and the
matters proposed to be acted 1




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upon at the meeting and shall be delivered to the principal office of the
Corporation addressed to the Secretary. The Secretary shall inform the
stockholders who make the request of the reasonably estimated cost of preparing
and mailing a notice of the meeting and, upon payment of these costs to the
Corporation, notify each stockholder entitled to notice of the meeting. SECTION 3. PLACE OF MEETINGS All meetings of the stockholders shall be held at such places within or
without the State of Maryland or at such other place in the United States as may
be stated in the notice of the meeting. SECTION 4. NOTICE OF MEETINGS 4.1 Giving of Notice. Except as otherwise provided by statute, written
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than 10 nor more than 90 days before the date of the meeting to
each stockholder entitled to vote at such meeting. If mailed, notice shall be
given when deposited in the United States mails, postage prepaid, directed to
such stockholder at his address as it appears in the stock ledger of the
Corporation. Each such notice shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. 4.2 Notice of Adjourned Meetings. When a meeting is adjourned to another
time and place, notice of the adjourned meeting need not be given if the time
and place thereof are announced at the meeting at which the adjournment is
given. If the adjournment is for more than 30 days, or if, after the
adjournment, a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting. 4.3 Waiver of Notice. 4.3.1 Whenever any notice is required to be given to any stockholder
under the provisions of these Bylaws, the Articles of Incorporation or the
General Corporation Law of the State of Maryland, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. 4.3.2 The attendance of a stockholder at a meeting shall constitute
a waiver of notice of such meeting, except when a stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. SECTION 5. FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS 5.1 Meetings. For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
the Board may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board, and
which record date shall not be more than 60 nor less than 10 days before the
date of such meeting. If no record date is fixed by the Board, the record date
for 2




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determining stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at the meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting. 5.2 Dividends, Distributions and Other Rights. For the purpose of
determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled to exercise
any rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board adopts the resolution relating thereto. SECTION 6. QUORUM A majority of the outstanding shares of stock of the Corporation entitled
to vote, present in person or represented by proxy, shall constitute a quorum at
a meeting of the stockholders; provided, that where a separate vote by a class
or classes or by a series of a class is required, a majority of the outstanding
shares of such class or classes or of such series of a class, present in person
or represented by proxy at the meeting, shall constitute a quorum entitled to
take action with respect to the vote on that matter. Shares of stock will be
counted toward a quorum if they are either (i) present in person at the meeting
or (ii) represented at the meeting by a valid proxy, whether the instrument
granting such proxy is marked as casting a vote or abstaining, is left blank or
does not empower such proxy to vote with respect to some or all matters to be
voted upon at the meeting. If less than a majority of the outstanding shares
entitled to vote are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. If
a quorum is present or represented at a reconvened meeting following such an
adjournment, any business may be transacted that might have been transacted at
the meeting as originally called. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum. SECTION 7. ORGANIZATION At each meeting of the stockholders, the Chairman of the Board, or in his
absence the Chief Executive Officer, the President or the Vice Chairman of the
Board, or if all of the said persons are absent, a person designated by the
Board, the Chairman of the Board, the Chief Executive Officer, the President or
the Vice Chairman of the Board, or in the absence of such designated person, a
person elected by the holders of a majority in number of shares of stock present
in person or represented by proxy and entitled to vote, shall act as chairman of
the meeting. The Secretary, or in his absence or in the event he shall be presiding
over the meeting in accordance with the provisions of this Section, an Assistant
Secretary or, in the absence of the Secretary and all of the Assistant
Secretaries, any person appointed by the chairman of the meeting, shall act as
secretary of the meeting. 3




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SECTION 8. VOTING 8.1 General Provisions. Unless otherwise provided in the Articles of
Incorporation or a resolution of the Board creating a series of stock, at each
meeting of the stockholders, each holder of any share of any series or class of
stock entitled to vote at such meeting shall be entitled to one vote for each
share of stock having voting power in respect of each matter upon which a vote
is to be taken, standing in his name on the stock ledger of the Corporation on
the record date fixed as provided in these Bylaws for determining the
stockholders entitled to vote at such meeting. In all matters other than the
election of directors, if a quorum is present, the affirmative vote of the
majority of the shares present in person or represented by proxy at the meeting
and entitled to vote on the subject matter shall be the act of the stockholders,
unless the vote of a greater number is required by these Bylaws, the Articles of
Incorporation or the General Corporation Law of the State of Maryland. In
determining the number of votes cast for or against a proposal, shares
abstaining from voting on a matter (including elections) will not be treated as
a vote for or against the proposal. A non-vote by a broker will be treated as if
the broker never voted, but a non-vote by a stockholder will be counted as a
vote for the managements position. Where a separate vote by a class or
classes or by a series of a class is required, if a quorum is present, the
affirmative vote of the majority of shares of such class or classes or series of
a class present in person or represented by proxy at the meeting shall be the
act of such class or classes or series of a class. The provisions of this
Section will govern with respect to all votes of stockholders except as
otherwise provided for in these Bylaws, the Articles of Incorporation or the
General Corporation Law of the State of Maryland. 8.2 Voting For Directors. At each election of directors the voting shall
be by written ballot. Directors shall be elected by a plurality of the votes of
the shares present in person or represented by proxy at the meeting and entitled
to vote on the election of directors. 8.3 Shares Held or Controlled by the Corporation. Shares of its own
capital stock belonging to the Corporation, or to another corporation if a
majority of the shares entitled to vote in the election of directors of such
other corporation is held by the Corporation, shall neither be entitled to vote
nor counted for quorum purposes. 8.4 Proxies. A stockholder may vote by a proxy which is in writing or is
transmitted electronically, including but not limited to, via telegram,
cablegram, internet, interactive voice response system or other means of
electronic transmission executed or authorized by the stockholder or by his
attorney-in-fact. Any electronic transmission must set forth information from
which it can be determined by the Corporation or the inspector that such
electronic transmission was authorized by the stockholder. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the Corporation. A
proxy shall become invalid three years after the date of its execution, unless
otherwise provided in the proxy. A proxy with respect to a specified meeting
shall entitle the holder thereof to vote at any reconvened meeting following
adjournment of such meeting but shall not be valid after the final adjournment
thereof. 4




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SECTION 9. INSPECTORS Prior to each meeting of stockholders, the Board shall appoint at least
one inspector who is not a director, candidate for director or officer of the
Corporation, who shall receive and determine the validity of proxies and the
qualifications of voters, and receive, inspect, count and report to the meeting
in writing the votes cast on all matters submitted to a vote at such meeting. In
case of failure of the Board to make such appointments or in case of failure of
any Inspector so appointed to act, the Chairman of the Board shall make such
appointment or fill such vacancies. Each Inspector, immediately before entering
upon his duties, shall subscribe to an oath or affirmation faithfully to execute
the duties of Inspector at such meeting with strict impartiality and according
to the best of his ability. SECTION 10. LIST OF STOCKHOLDERS The Secretary or other officer or agent having charge of the stock ledger
of the Corporation shall prepare and make, at least 10 days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at said
meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares of each class and series registered in the
name of each such stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least 10 days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. Such list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list required
by this section, or the books of the Corporation, or to vote in person or by
proxy at any such meeting. SECTION 11. STOCKHOLDER PROPOSALS At an annual meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been
properly brought before the annual meeting of stockholders (a) by, or at the
direction of, the Board or (b) by a stockholder of the Corporation who complies
with the procedures set forth in this Section 11. For business or a proposal to
be properly brought before an annual meeting of stockholders by a stockholder,
the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholders notice must be
received by the Secretary at the principal executive offices of the Corporation
not earlier than 120 days nor later than 90 days prior to the first anniversary
of the preceding years annual meeting; provided, however, that in the event
that the date of the annual meeting is more than 30 days before or more than 60
days after such anniversary date, notice by the stockholder to be timely must be
received by the Secretary not earlier than the 120th day prior to such annual
meeting and not later than the 90th day prior to such annual meeting, or if
later, the 10th day following the day on which public announcement of the date
of such meeting is first made. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
stockholders notice as described above. 5




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A stockholders notice to the Secretary shall set forth as to each matter
the stockholder proposes to bring before an annual meeting of stockholders (i) a
description, in 500 words or less, of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address, as they appear on the Corporations books,
of the stockholders known by such stockholder to be supporting such proposal,
(iii) the class and number of shares of the Corporation which are beneficially
owned by such stockholder on the date of such stockholders notice and by any
other stockholders known by such stockholder to be supporting such proposal on
the date of such stockholders notice, (iv) a description, in 500 words or less,
of any interest of the stockholder in such proposal, and (v) a representation
that the stockholder is a holder of record of stock of the Corporation and
intends to appear in person or by proxy at the meeting to present the proposal
specified in the notice. Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at a meeting of stockholders except in
accordance with the procedures set forth in this Section 11. The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that the business was not properly brought before the
meeting in accordance with the procedures prescribed by this Section 11, and if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted. Notwithstanding
the foregoing, nothing in this Section 11 shall be interpreted or construed to
require the inclusion of information about any such proposal in any proxy
statement distributed by, at the direction of, or on behalf of, the Board. SECTION 12. CONDUCT OF MEETING The Board may adopt by resolution such rules and regulations for the
conduct of the meeting of stockholders as it shall deem appropriate. Except to
the extent inconsistent with such rules and regulations as adopted by the Board,
the chairman of any meeting of stockholders shall have the right and authority
to prescribe such rules, regulations and procedures and to do all such acts as,
in the judgment of such chairman, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to only stockholders of record of the Corporation, their duly
authorized and constituted proxies or such other persons as the chairman of the
meeting shall determine; (iv) restrictions on entry to the meeting after the
time fixed for the commencement thereof; and (v) limitations on the time
allotted to questions or comments by participants. Unless and to the extent
determined by the Board or the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary
procedure. SECTION 13. WRITTEN CONSENT OF STOCKHOLDERS. Except as provided in the following sentence, any action required or
permitted to be taken at a meeting of stockholders may be taken without a
meeting if a unanimous consent which sets forth the action is given in writing
by each stockholder entitled to vote on the matter and is filed with the records
of stockholder meetings. Unless the Articles of Incorporation provide otherwise,
the holders of any class of the Corporations stock other than common stock,
entitled 6




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to vote generally in the election of directors, may take action or consent to
any action by delivering a consent in writing of the stockholders entitled to
cast not less than the minimum number of votes that would be necessary to
authorize or take the action at a meeting of the stockholders if the Corporation
gives notice of the action so taken to each stockholder not later than 10 days
after the effective time of the action. SECTION 14. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Articles of Incorporation or
these Bylaws, Title 3, Subtitle 7 of the General Corporation Law of the State of
Maryland (or any successor statute) shall not apply to any acquisition by any
person of shares of stock of the Corporation. This Section 14 may be repealed,
in whole or in part, at any time, whether before or after an acquisition of
Control Shares (as defined in Section 3-701(d) of the General Corporation Law of
the State of Maryland (or any successor provision)) and, upon such repeal, may,
to the extent provision by any successor bylaw, apply to any prior or subsequent
Control Share Acquisition (as defined in Section 3-701(d) of the General
Corporation Law of the State of Maryland (or any successor provision)). ARTICLE III
BOARD OF DIRECTORS SECTION 1. NUMBER, QUALIFICATION AND TERM OF OFFICE The business, property and affairs of the Corporation shall be managed by
a Board consisting of not less than one director. The Board shall from time to
time by a vote of a majority of the directors then in office fix the specific
number of directors to constitute the Board. Unless otherwise provided in the
Articles of Incorporation, at each annual meeting of stockholders, the Board
shall be elected by the stockholders for a term of one year. Each director shall
serve until his successor is duly elected and shall qualify. SECTION 2. VACANCIES Unless otherwise provided in the Articles of Incorporation, vacancies in
the Board and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a vote of the majority of the
directors then in office, although less than a quorum, or by a sole remaining
director, at any regular or special meeting of the Board. SECTION 3. NOMINATIONS OF DIRECTORS Subject to the rights, if any, of the holders of any series of preferred
stock then outstanding, only persons nominated in accordance with the procedures
set forth in this Section 3 shall be eligible for election as directors.
Nominations of persons for election to the Board may be made at an annual
meeting of stockholders or special meeting of stockholders called by the Board
for the purpose of electing directors (i) by or at the direction of the Board or
(ii) by any stockholder of the Corporation entitled to vote for the election of
directors at such meeting who complies with the notice procedure set forth in
this Section 3. Such nominations, other than those made by or at the direction
of the Board, shall be made pursuant to timely notice in writing 7




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to the Secretary of the Corporation. To be timely, a stockholders notice must
be received by the Secretary at the principal executive offices of the
Corporation not earlier than 120 days nor later than 90 days prior to the first
anniversary of the preceding years annual meeting; provided, however, that in
the event that the date of the annual meeting is more than 30 days before or
more than 60 days after such anniversary date, notice by the stockholder to be
timely must be received by the Secretary not earlier than the 120th day prior to
such annual meeting and not later than the 90th day prior to such annual
meeting, or if later, the 10th day following the day on which public
announcement of the date of such meeting is first made. In no event shall the
public announcement of an adjournment of an annual meeting commence a new time
period for the giving of a stockholders notice as described above. A stockholders notice to the Secretary shall set forth (i) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director (a) the name, age, business address and residence address of such
person, (b) the principal occupation or employment of such person, (c) the class
and number of shares of the Corporation which are beneficially owned by such
person on the date of such stockholders notice and (d) any other information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended, or any successor statute thereto (the Exchange Act) (including
without limitation such persons written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (ii) as to the
stockholder giving the notice (a) the name and address, as they appear on the
Corporations (or its agents) books, of such stockholder and any other
stockholders known by such stockholder to be supporting such nominee(s), (b) the
class and number of shares of the Corporation which are beneficially owned by
such stockholder on the date of such stockholders notice and by any other
stockholders known by such stockholder to be supporting such nominee(s) on the
date of such stockholders notice (c) a representation that the stockholder is a
holder of record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; and (iii) a description of all
arrangements or understandings between the stockholder and each nominee and
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder. No person shall be
eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth in this Section 3. The chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by this
Section and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded. SECTION 4. RESIGNATIONS Any director may resign at any time upon written notice to the Board, the
Chairman of the Board, the Chief Executive Officer, the President, the Vice
Chairman of the Board or the Secretary of the Corporation. Such resignation
shall take effect on the date of receipt of such notice or at any later time
specified therein; and the acceptance of such resignation, unless otherwise
required by the terms thereof, shall not be necessary to make it effective. 8




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SECTION 5. REMOVALS Unless otherwise provided in the Articles of Incorporation, any director
may be removed, with or without cause, at any special meeting of the
stockholders called for that purpose, by the affirmative vote of the holders of
a majority in number of shares of the Corporation entitled to vote for the
election of such director, and the vacancy in the Board caused by any such
removal may be filled by the stockholders at such a meeting. SECTION 6. PLACE OF MEETINGS; BOOKS AND RECORDS The Board may hold its meetings and have an office or offices at such
place or places within or without the State of Maryland as the Board from time
to time may determine. The Board, subject to the provisions of applicable statutes, may authorize
the books and records of the Corporation, and offices or agencies for the issue,
transfer and registration of the capital stock of the Corporation, to be kept at
such place or places outside of the State of Maryland as, from time to time, may
be designated by the Board. SECTION 7. ANNUAL MEETING OF THE BOARD The first meeting of each newly elected Board, to be known as the Annual
Meeting of the Board, for the purpose of electing officers, designating
committees and the transaction of such other business as may come before the
Board, shall be held as soon as practicable after the adjournment of the annual
meeting of stockholders, and no notice of such meeting shall be necessary to the
newly elected directors, provided a quorum shall be present. In the event such
meeting is not held due to the absence of a quorum, 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, or as shall be specified in a
written waiver signed by all of the newly elected directors. SECTION 8. REGULAR MEETINGS The Board shall provide for regular meetings of the Board at such times
and at such places as it deems desirable. Notice of regular meetings need not be
given. SECTION 9. SPECIAL MEETINGS Special meetings of the Board may be called by the Chairman of the Board,
the Chief Executive Officer, the President or the Vice Chairman of the Board and
shall be called by the Secretary on the written request of three directors on
such notice as the person or persons calling the meeting shall deem appropriate
in the circumstances. Notice of each such special meeting shall be mailed to
each director or delivered to him by telephone, telegraph or any other means of
electronic communication, in each case addressed to his residence or usual place
of business, or delivered to him in person or given to him orally. The notice of
meeting shall state the time and place of the meeting but need not state the
purpose thereof. Whenever any notice is required to be given to any director
under the provisions of these Bylaws, the Articles of Incorporation or the
General Corporation Law of the State of Maryland, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at, nor the 9




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purpose of, any regular or special meeting of the Board or any committee
appointed by the Board need be specified in the waiver of notice of such
meeting. Attendance of a director at any meeting shall constitute a waiver of
notice of such meeting except when a director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting was
not lawfully called or convened. SECTION 10. QUORUM AND MANNER OF ACTING Except as otherwise provided by statute, the Articles of Incorporation or
these Bylaws, the presence of a majority of the total number of directors shall
constitute a quorum for the transaction of business at any regular or special
meeting of the Board, and the act of a majority of the directors present at any
such meeting at which a quorum is present shall be the act of the Board. In the
absence of a quorum, a majority of the directors present may adjourn the
meeting, from time to time, until a quorum is present. Notice of any such
adjourned meeting need not be given. SECTION 11. ORGANIZATION At every meeting of the Board, the Chairman of the Board or in his absence
the Chief Executive Officer, the President or the Vice Chairman of the Board, or
if all of the said persons are absent, a chairman chosen by a majority of the
directors present shall act as chairman of the meeting. The Secretary, or in his
absence, an Assistant Secretary, or in the absence of the Secretary and all the
Assistant Secretaries, any person appointed by the chairman of the meeting,
shall act as secretary of the meeting. SECTION 12. CONSENT OF DIRECTORS IN LIEU OF MEETING Unless otherwise restricted by the Articles of Incorporation or by these
Bylaws, any action required or permitted to be taken at any meeting of the
Board, or any committee designated by the Board, may be taken without a meeting
if all members of the Board or committee consent thereto in writing, and such
written consent is filed with the minutes of the proceedings of the Board or
committee. SECTION 13. TELEPHONIC MEETINGS Members of the Board, or any committee designated by the Board, may
participate in any meeting of the Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in such a
meeting shall constitute presence in person at such meeting. SECTION 14. COMPENSATION Each director, who is not a full-time salaried officer of the Corporation
or any of its wholly owned subsidiaries, when authorized by resolution of the
Board, may receive as a director a stated salary or an annual retainer, and any
other benefits as the Board may determine, and in addition may be allowed a
fixed fee or reimbursement of his reasonable expenses for attendance at each
regular or special meeting of the Board or any committee thereof. 10




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SECTION 15. INTERESTED DIRECTORS No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other corporation,
partnership, association or other organization in which one or more of its
directors or officers are directors or officers of this Corporation, or have a
financial interest in such contract or transaction, shall be void or voidable
solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the Board or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if: (1) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board or the committee, and the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (2) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (3) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified by the Board, a committee thereof or the stockholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board or of a committee which authorizes the contract
or transaction. ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS SECTION 1. EXECUTIVE COMMITTEE The Board may, in its discretion, designate an Executive Committee,
consisting of such number of directors as the Board may from time to time
determine. The committee shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be affixed to all
papers which may require it, but the committee shall have no power or authority
to amend the Articles of Incorporation (except that the committee may, to the
extent authorized by the Board, fix by resolution or resolutions the
designations and any of the powers, preferences or rights of shares of any
series of preferred stock relating to voting or other powers, dividends,
redemption, dissolution, any distribution of assets of the Corporation or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the Corporation, fix the qualifications, limitations or restrictions of
shares of any such series of stock, or fix the number of shares of any series of
stock or authorize the increase or decrease of the shares of any series). The
committee shall have such other powers as the Board may from time to time
prescribe. SECTION 2. AUDIT COMMITTEE The Board shall designate annually an Audit Committee consisting of not
less than three directors as it may from time to time determine, none of whom
shall be officers or employees of the Corporation. The committee shall review
with the independent accountants the Corporations financial statements, basic
accounting and financial policies and practices, adequacy of controls, standard
and special tests used in verifying the Corporations statements of 11




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account and in determining the soundness of the Corporations financial
condition, and the committee shall report to the Board the results of such
reviews; review the policies and practices pertaining to publication of
quarterly and annual statements to assure consistency with audited results and
the implementation of policies and practices recommended by the independent
accountants; ensure that suitable independent audits are made of the operations
and results of subsidiary corporations and affiliates; and monitor compliance
with the Corporations code of business conduct. The committee shall have such
other duties, functions and powers as the Board may from time to time prescribe. SECTION 3. COMPENSATION COMMITTEE The Board shall designate annually a Compensation Committee consisting of
not less than three directors as it may from time to time determine, none of
whom shall be officers or employees of the Corporation. The committee shall
administer the Corporations executive compensation plans and programs. In
addition, the committee shall consider proposals with respect to the creation of
and changes to executive compensation plans and will review appropriate criteria
for establishing certain performance measures and determining annual corporate
and executive performance ratings under applicable Corporation plans and
programs. The committee shall have such other duties, functions and powers as
the Board may from time to time prescribe. SECTION 4. COMMITTEE CHAIRMAN, BOOKS AND RECORDS Each committee shall elect a chairman to serve for such term as it may
determine, shall fix its own rules of procedure and shall meet at such times and
places and upon such call or notice as shall be provided by such rules. It shall
keep a record of its acts and proceedings, and all action of the committee shall
be reported to the Board at the next meeting of the Board. SECTION 5. ALTERNATES Alternate members of the committees prescribed by this Article IV may be
designated by the Board from among the directors to serve as occasion may
require. Whenever a quorum cannot be secured for any meeting of any such
committee from among the regular members thereof and designated alternates, the
member or members of such committee present at such meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board to act at the meeting in the place of such
absent or disqualified member. Alternate members of such committees shall receive a reimbursement for
expenses and compensation at the same rate as regular members of such
committees. SECTION 6. OTHER COMMITTEES The Board may designate such other committees, consisting of such number
of directors as the Board may from time to time determine, and each such
committee shall serve for such term and shall have and may exercise, during
intervals between meetings of the Board, such duties, functions and powers as
the Board may from time to time prescribe. 12




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SECTION 7. QUORUM AND MANNER OF ACTING At each meeting of any committee the presence of a majority of the members
of such committee, whether regular or alternate, shall be necessary to
constitute a quorum for the transaction of business, and if a quorum is present
the concurrence of a majority of those present shall be necessary for the taking
of any action; provided, however, that no action may be taken by the Executive
Committee or the Finance Committee when one or more officers of the Corporation
are present as members at a meeting of either such committee unless such action
shall be concurred in by the vote of at least one member of such committee who
is not an officer of the Corporation. ARTICLE V
OFFICERS SECTION 1. NUMBER The officers of the Corporation shall consist of such of the following as
the Board may from time to time elect or appoint, or as the Chairman of the
Board may from time to time appoint pursuant to Section 6 of this Article V: a
Chairman of the Board, a Chief Executive Officer, a President, a Vice Chairman
of the Board, a Chief Operating Officer, a Chief Financial Officer, a General
Counsel, a Secretary, a Treasurer, a Controller and one or more of the
following: Executive Vice President, Senior Vice President, Vice President,
Assistant Vice President, Associate or Assistant General Counsel, Assistant
Secretary, Assistant Treasurer, Assistant Controller and such other officers
with such titles and powers and/or duties as the Board or the Chairman of the
Board, as the case may be, shall from time to time determine. Officers of the
Corporation may simultaneously serve as officers of subsidiaries or divisions
thereof. Any number of offices may be held by the same person. SECTION 2. ELECTION The officers of the Corporation, except those who may be appointed by the
Chairman of the Board as provided in Section 6 of this Article V, shall be
elected or appointed as soon as practicable after the annual meeting of
stockholders in each year to hold office until the first meeting of the Board
after the annual meeting of stockholders next succeeding his election, or until
his successor is elected and qualified or until his earlier death, resignation
or removal. SECTION 3. RESIGNATIONS Any elected or appointed officer may resign at any time upon written
notice to the Chairman of the Board or the Secretary of the Corporation. Such
resignation shall take effect upon the date of its receipt or at such later time
as may be specified therein, and unless otherwise required by the terms thereof,
no acceptance of such resignation shall be necessary to make it effective. 13




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SECTION 4. REMOVALS Any elected or appointed officer may be removed, with or without cause, by
the Board at any regular or special meeting of the Board, and in the case of an
officer appointed pursuant to Section 6 of this Article V, may be so removed by
the Chairman of the Board. Any such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Corporation, but the
election or appointment of any officer shall not of itself create contractual
rights. SECTION 5. VACANCIES Any vacancy occurring in any office by death, resignation, removal or
otherwise may be filled for the unexpired portion of the term by the Board at
any regular or special meeting or as otherwise provided in these Bylaws. SECTION 6. CHAIRMAN OF THE BOARD The Chairman of the Board shall, when present, preside at all meetings of
the stockholders and the Board, shall have authority to call special meetings of
the stockholders and of the Board, and shall have such other powers and duties
as are expressly provided in these Bylaws. In the absence or disability of the Chairman of the Board, or at his
request, the Chief Executive Officer may preside at any meeting of the
stockholders or of the Board and, in such circumstances, may exercise any of the
other powers or perform any of the other duties of the Chairman of the Board. SECTION 7. CHIEF EXECUTIVE OFFICER The Chief Executive Officer shall assist the Chairman of the Board in the
performance of his duties and shall perform those duties assigned to him in
other provisions of the Bylaws and such other duties as may from time to time be
assigned to him by the Board or the Chairman of the Board. In the absence or
disability of the Chairman of the Board, or at his request, the Chief Executive
Officer may preside at any meeting of the stockholders or of the Board and, in
such circumstances, may exercise any of the other powers or perform any of the
other duties of the Chairman of the Board. Subject to delegations by the
Chairman of the Board pursuant to Section 6 of this Article V, the Chief
Executive Officer may sign or execute, in the name of the Corporation, all stock
certificates, deeds, mortgages, bonds, contracts or other documents and
instruments, except in cases where the signing or execution thereof shall be
required by law or shall have been expressly delegated by the Board or these
Bylaws to some other officer or agent of the Corporation. The Chief Executive Officer shall have authority to sign and acknowledge
in the name and on behalf of the Corporation all stock certificates, contracts
or other documents and instruments, except where the signing thereof shall be
expressly delegated to some other officer or agent by the Board or required by
law to be otherwise signed or executed and, unless otherwise provided by law or
by the Board may authorize any officer, employee or agent of the Corporation to
sign, execute and acknowledge in his place and stead all such documents and 14




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instruments; he shall fix the compensation of officers of the Corporation, other
than his own compensation, and the compensation of officers of its principal
operating subsidiaries reporting directly to him unless such authority is
otherwise reserved to the Board or a committee thereof; and he shall approve
proposed employee compensation and benefit plans of subsidiary companies not
involving the issuance or purchase of capital stock of the Corporation. He shall
have the power to appoint and remove any Vice President, Controller, General
Counsel, Secretary or Treasurer of the Corporation. He shall also have the power
to appoint and remove such associate or assistant officers of the Corporation
with such titles and duties as he may from time to time deem necessary or
appropriate. He shall have such other powers and perform such other duties as
from time to time may be assigned to him by the Board or the Executive
Committee. The Chief Executive Officer shall have such power and authority as is
usual, customary and desirable to perform all the duties of the office
(including, but not limited to, the approval of payments or arrangements made in
connection with the Corporations debt, interest, tax, contractual and
regulatory obligations) necessary to, and consistent with, the businesses of the
Corporation and its subsidiaries. The Chief Executive Officer (and other
officers of the Corporation as delegated by the Chief Executive Officer or as
authorized in these Bylaws) may delegate the foregoing authorization to other
officers, employees and agents of the Corporation by either written
authorization (including powers of attorney) or otherwise, unless such
authorization is expressly reserved for the Chief Executive Officer or other
officer, as applicable. SECTION 8. PRESIDENT The President shall have general authority over the property, business and
affairs of the Corporation, and over all subordinate officers, agents and
employees of the Corporation, subject to the control and direction of the Board,
the Executive Committee and the Chairman of the Board, including the power to
sign and acknowledge in the name and on behalf of the Corporation all stock
certificates, deeds, mortgages, bonds, contracts or other documents and
instruments except when the signing thereof shall be expressly delegated to some
other officer or agent by the Board or required by law to be otherwise signed or
executed and, unless otherwise provided by law or by the Board, may delegate to
any officer, employee or agent of the Corporation authority to sign, execute and
acknowledge in his place and stead all such documents and instruments. SECTION 9. VICE CHAIRMAN OF THE BOARD In the absence or disability of the Chairman of the Board, the Chief
Executive Officer or the President, or at the request of any of them, the Vice
Chairman of the Board may preside at any meeting of the stockholders or of the
Board. The Vice Chairman shall not be an officer of the Corporation and shall
not have authority to sign or acknowledge, in the name and on behalf of the
Corporation, stock certificates, contracts, documents or instruments. SECTION 10. CHIEF OPERATING OFFICER The Chief Operating Officer shall have direct management responsibility
for the general business operations of the Corporation, and he shall have such
powers and perform such duties as may be incident to the office of chief
operating officer of a corporation, those duties assigned 15




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to him by other provisions of the Bylaws, and such other duties as may from time
to time be assigned to him either directly or indirectly by the Board, the
Chairman of the Board or the President. Subject to delegations by the Chairman
of the Board pursuant to Section 6 of this Article V, the Chief Operating
Officer may sign or execute, in the name of the Corporation, all stock
certificates, deeds, mortgages, bonds, contracts or other documents and
instruments, except in cases where the signing or execution thereof shall be
required by law or shall have been expressly delegated by the Board or these
Bylaws to some other officer or agent of the Corporation. SECTION 11. CHIEF FINANCIAL OFFICER The Chief Financial Officer shall have responsibility for development and
administration of the Corporations financial plans and all financial
arrangements, its cash deposits and short-term investments, its accounting
policies and its federal and state tax returns. The Chief Financial Officer
shall also be responsible for the Corporations internal control procedures and
for its relationship with the financial community. The Chief Financial Officer
shall perform all the duties incident to the office of chief financial officer
of a corporation, those duties assigned to him by other provisions of these
Bylaws and such other duties as may be assigned to him either directly or
indirectly by the Board, the Chairman of the Board, the President or the Chief
Operating Officer, or as may be provided by law. SECTION 12. VICE PRESIDENTS Each Executive Vice President, Senior Vice President and Vice President
shall have such powers and perform such duties as may from time to time be
assigned to him, directly or indirectly, either generally or in specific
instances, by the Board, the Chairman of the Board, the President or the Chief
Operating Officer. Subject to delegations by the Chief Executive Officer pursuant to Section
7 of this Article V, each Executive Vice President, Senior Vice President and
Vice President shall perform all duties incident to the office of vice president
of a corporation and shall have authority to sign or execute, in the name of the
Corporation, all stock certificates, deeds, mortgages, bonds, contracts or other
documents or instruments, except in cases where the signing or execution thereof
shall have been expressly delegated by the Board or these Bylaws to some other
officer or agent of the Corporation. SECTION 13. GENERAL COUNSEL The General Counsel shall be the chief legal advisor of the Corporation
and shall have responsibility for the management of the legal affairs and
litigation of the Corporation and, in general, he shall perform the duties
incident to the office of general counsel of a corporation and such other duties
as may be assigned to him either directly or indirectly by the Board, the Chief
Executive Officer or the President, or as may be provided by law. SECTION 14. SECRETARY The Secretary shall keep the minutes of meetings of the stockholders and
of the Board in books provided for the purpose; he shall see that all notices
are duly given in accordance with the 16




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provisions of these Bylaws or as required by law; he shall be custodian of the
records and of the corporate seal or seals of the Corporation; he shall see that
the corporate seal is affixed to all documents requiring same, the execution of
which, on behalf of the Corporation, under its seal, is duly authorized, and
when said seal is so affixed he may attest same; and, in general, he shall
perform all duties incident to the office of the secretary of a corporation, and
such other duties as from time to time may be assigned to him directly or
indirectly by the Board, the Chairman of the Board, the President or the General
Counsel, or as may be provided by law. Any Assistant Secretary may perform any
of the duties or exercise any of the powers of the Secretary at the request of,
or in the absence or disability of, the Secretary or otherwise as occasion may
require in the administration of the business and affairs of the Corporation. SECTION 15. TREASURER The Treasurer shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the Corporation, and shall deposit, or
cause to be deposited, in the name of the Corporation, all moneys or other
valuable effects in such banks, trust companies or other depositaries as shall,
from time to time, be selected by or under authority of the Board; if required
by the Board, he shall give a bond for the faithful discharge of his duties,
with such surety or sureties as the Board may determine; he shall keep or cause
to be kept full and accurate records of all receipts and disbursements in books
of the Corporation; and, in general, he shall perform the duties incident to the
office of treasurer of a corporation and such other duties as may be assigned to
him directly or indirectly by the Board, the Chairman of the Board, the
President, the Chief Operating Officer or the Chief Financial Officer, or as may
be provided by law. Any Assistant Treasurer may perform any of the duties or
exercise any of the powers of the Treasurer at the request of, or in the absence
or disability of, the Treasurer or otherwise as occasion may require in the
administration of the business and affairs of the Corporation. SECTION 16. CONTROLLER The Controller shall report to the chief financial officer of the
Corporation. He shall keep full and accurate accounts of the assets,
liabilities, commitments, receipts, disbursements and other financial
transactions of the Corporation; shall cause regular audits of the books and
records of account of the Corporation and shall supervise the preparation of the
Corporations financial statements; and, in general, he shall perform the duties
incident to the office of controller of a corporation and such other duties as
may be assigned to him directly or indirectly by the Board, the Audit Committee,
the Chairman of the Board, the President, the Chief Operating Officer or the
Chief Financial Officer, or as may be provided by law. SECTION 17. ABSENCE OR DISABILITY OF OFFICERS In the absence or disability of the Chairman of the Board, the Chief
Executive Officer, the President, the Board or a committee thereof may designate
individuals to perform the duties of those absent or disabled. 17




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ARTICLE VI
STOCK CERTIFICATES AND TRANSFER THEREOF SECTION 1. STOCK CERTIFICATES Except as otherwise permitted by statute, the Articles of Incorporation or
resolution or resolutions of the Board, every holder of stock in the Corporation
shall be entitled to have a certificate, signed by or in the name of the
Corporation by the Chairman of the Board, the President, the Chief Operating
Officer, the Chief Financial Officer or any Vice President and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares, and the class and series thereof,
owned by him in the Corporation. Any and all of the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
The Board or the Chief Executive Officer shall determine the form of stock
certificate of the Corporation. SECTION 2. TRANSFER OF STOCK Transfer of shares of the capital stock of the Corporation shall be made
only on the books (whether physically or electronically) of the Corporation by
the holder thereof, or by his attorney duly authorized, and on surrender of the
certificate or certificates for such shares. A person in whose name shares of
stock stand on the books of the Corporation shall be deemed the owner thereof as
regards the Corporation, and the Corporation shall not, except as expressly
required by statute, be bound to recognize any equitable or other claim to, or
interest in, such shares on the part of any other person whether or not it shall
have express or other notice thereof. SECTION 3. TRANSFER AGENTS AND REGISTRARS The Board or the Chairman of the Board, as appropriate, may appoint
responsible banks or trust companies from time to time to act as transfer agents
and registrars of the stock of the Corporation, as may be required by and in
accordance with applicable laws, rules and regulations. Except as otherwise
provided by the Board or the Chairman of the Board, as appropriate, in respect
of temporary certificates, no certificates for shares of capital stock of the
Corporation shall be valid unless countersigned by a transfer agent and
registered by one of such registrars. SECTION 4. ADDITIONAL REGULATIONS The Board or the Chairman of the Board, as appropriate, may make such
additional rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation. SECTION 5. LOST, STOLEN OR DESTROYED CERTIFICATES The Board or the Chairman of the Board may provide for the issuance of new
certificates of stock to replace certificates of stock lost, stolen or
destroyed, or alleged to be lost, stolen or 18




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destroyed, upon such terms and in accordance with such procedures as the Board
or the Chief Executive Officer shall deem proper and prescribe. ARTICLE VII
DIVIDENDS, SURPLUS, ETC. Except as otherwise provided by statute or the Articles of Incorporation,
the Board may declare dividends upon the shares of its capital stock either (1)
out of its surplus, or (2) in case there shall be no surplus, out of its net
profits for the fiscal year, whenever, and in such amounts as, in its opinion,
the condition of the affairs of the Corporation shall render it advisable.
Dividends may be paid in cash, in property or in shares of the capital stock of
the Corporation. No distribution may be made if, after giving effect to the
distribution, (1) the Corporation would not be able to pay indebtedness of the
Corporation as the indebtedness becomes due in the usual course of business, or
(2) the Corporations total assets would be less than the sum of its total
liabilities plus, unless the Articles of Incorporation permit otherwise, the
amount that would be needed if the Corporation were to be dissolved at the time
of the distribution to satisfy the preferential rights upon dissolution of
stockholders whose preferential rights on dissolution are superior to those
receiving the distribution. ARTICLE VIII
SEAL The Corporation may have a corporate seal which shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
Corporate Seal, Maryland. The corporate seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced. ARTICLE IX
FISCAL YEAR The fiscal year of the Corporation shall begin on the first day of January
of each year, or on such other day as may be fixed from time to time by the
Board. ARTICLE X
INDEMNIFICATION SECTION 1. RIGHT TO INDEMNIFICATION Each person who was or is made a party or is threatened to be made a party
to or is involved (including, without limitation, as a witness) in any actual or
threatened action, suit or proceeding, whether civil, criminal, administrative
or investigative (hereinafter a proceeding), by reason of the fact that he is
or was a director (as that term is used in this Article X only, to include
directors elected or appointed pursuant to Article III of these Bylaws, Advisory
Directors and Emeritus Directors acting at the request of the Board), officer or
employee of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee 19




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or agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit plan
(hereinafter an indemnitee), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as such a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the full extent
authorized by the General Corporation Law of the State of Maryland, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), or by other applicable law as then in effect, against all
expense, liability and loss (including attorneys fees, judgments, fines, ERISA
excise taxes or penalties and amounts to be paid in settlement) actually and
reasonably incurred or suffered by such indemnitee in connection therewith and
such indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitees heirs, executors and administrators; provided, however, that except
as provided in Section 2 of this Article with respect to proceedings seeking to
enforce rights to indemnification, the Corporation shall indemnify any such
indemnitee seeking indemnification in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of the Corporation. The right to indemnification
conferred in this Section shall be a contract right and shall include the right
to be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an advancement of
expenses); further provided, however, that, if the General Corporation Law of
the State of Maryland requires, an advancement of expenses incurred by an
indemnitee in his capacity as a director, officer or employee (and not in any
other capacity in which service was or is rendered by such indemnitee while a
director, officer or employee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined that such indemnitee is not
entitled to be indemnified under this Section 1, or otherwise. SECTION 2. RIGHT OF INDEMNITEE TO BRING SUIT If a claim under Section 1 of this Article X is not paid in full by the
Corporation within 60 days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, to the extent successful in whole or in part, the indemnitee
shall be entitled to be paid the expense of prosecuting such suit. The
indemnitee shall be presumed to be entitled to indemnification under this
Article upon submission of a written claim (and, in an action brought to enforce
a claim for an advancement of expenses, where the required undertaking, if any
is required, has been tendered to the Corporation), and thereafter the
Corporation shall have the burden of proof to overcome the presumption that the
indemnitee is not so entitled. Neither the failure of the Corporation (including
its Board, independent legal counsel or its stockholders), to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances, nor an actual determination by the
Corporation (including its Board, independent legal counsel or its stockholders)
that the indemnitee is not entitled to indemnification, shall be a defense to
the suit or create a presumption that the indemnitee is not so entitled. 20




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SECTION 3. NONEXCLUSIVITY OF RIGHTS The rights to indemnification and to the advancement of expenses conferred
in this Article X shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Articles of
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise. SECTION 4. INSURANCE, CONTRACTS AND FUNDING The Corporation may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
General Corporation Law of the State of Maryland. The Corporation may enter into
contracts with any indemnitee in furtherance of the provisions of this Article
and may create a trust fund, grant a security interest or use other means
(including, without limitation, a letter of credit) to ensure the payment of
such amounts as may be necessary to effect indemnification as provided in this
Article. SECTION 5. MAJORITY OWNED SUBSIDIARIES Any person who is or was serving as a director of a majority owned
subsidiary of the Corporation shall be deemed, for purposes of this Article
only, to be a director, officer or employee of the Corporation entitled to
indemnification under this Article. SECTION 6. INDEMNIFICATION OF AGENTS OF THE CORPORATION The Corporation may, by action of the Board from time to time, grant
rights to indemnification and advancement of expenses to agents of the
Corporation with the same scope and effect as the provisions of this Article
with respect to the indemnification and advancement of expenses of directors,
officers and employees of the Corporation. ARTICLE XI
CHECKS, DRAFTS, BANK ACCOUNTS, ETC. SECTION 1. CHECKS, DRAFTS, ETC.; LOANS 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 officers, agent or agents of the Corporation and in
such manner as shall, from time to time, be determined by resolution of the
Board. No loans shall be contracted on behalf of the Corporation unless
authorized by the Board. Such authority may be general or confined to specific
circumstances. 21




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SECTION 2. DEPOSITS All funds of the Corporation shall be deposited, from time to time, to the
credit of the Corporation in such banks, trust companies or other depositories
as the Board may select, or as may be selected by any officer or officers, agent
or agents of the Corporation to whom such power may, from time to time, be
delegated by the Board; and for the purpose of such deposit, the Chairman of the
Board, the President, any Executive Vice President, any Senior Vice President,
any Vice President, the Treasurer or any Assistant Treasurer, or any other
officer or agent to whom such power may be delegated by the Board, may endorse,
assign and deliver checks, drafts and other order for the payment of money which
are payable to the order of the Corporation. ARTICLE XII
AMENDMENTS Unless otherwise provided in the Articles of Incorporation, these
Bylaws may be altered or repealed and new Bylaws may be made by the affirmative
vote, at any meeting of the Board, of a majority of the entire Board, subject to
the rights of the stockholders of the Corporation to amend or repeal Bylaws made
or amended by the Board by the affirmative vote of the holders of record of a
majority in number of shares of the outstanding stock of the Corporation present
or represented at any meeting of the stockholders and entitled to vote thereon,
provided that notice of the proposed action be included in the notice of such
meeting. ARTICLE XIII
MISCELLANEOUS All references and uses herein of the masculine pronouns he or his
shall have equal applicability to and shall also mean their feminine counterpart
pronouns, such as she or her. * * * * * 22