Bylaws - Coach Inc.


                                   COACH, INC.

                                     BYLAWS
                           (AS AMENDED ON MAY 3, 2001)

                                    ARTICLE I

                                     OFFICES

               Section 1. PRINCIPAL OFFICE. The principal office of the
Corporation in the State of Maryland shall be located at such place as the Board
of Directors may designate.

               Section 2. ADDITIONAL OFFICES. The Corporation may have
additional offices, including a principal executive office, 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 1. PLACE. All meetings of stockholders shall be held at
the principal office of the Corporation or at such other place as shall be
stated in the notice of the meeting.

               Section 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 on a date and at the time set by the
Board of Directors during the 31-day period beginning on the 15th day of October
and ending on the 14th day of November in each year.

               Section 3. SPECIAL MEETINGS.

               (a) General. The chairman of the board, president, chief
executive officer or Board of Directors may call a special meeting of the
stockholders. Subject to subsection (b) of this Section 3, a special meeting of
stockholders shall also be called by the secretary of the Corporation upon the
written request of the stockholders entitled to cast not less than a majority of
all the votes entitled to be cast at such meeting.

               (b) Stockholder Requested Special Meetings. (1) Any stockholder
of record seeking to have stockholders request a special meeting shall, by
sending written notice to the secretary (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"). The Record Date Request Notice shall set
forth the purpose of the meeting and the matters proposed to be acted on at it,
shall be signed by one or more stockholders of record as of the date of
signature, shall bear the date of signature of each such stockholder and shall
set forth all information relating to each such stockholder that must be
disclosed in solicitations of proxies for election of directors in an election
contest (even
   2
if an election contest is not involved), or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and Rule 14a-11 thereunder. Upon
receiving the Record Date Request Notice, the Board of Directors may fix a
Request Record Date. The Request Record Date shall not be more than 15 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 20 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 of such Request Record Date, the Request Record
Date shall be the close of business on the 35th day after the first date on
which the Record Date Request Notice is received by the secretary.

               (2) In order for any stockholder to request a special meeting,
one or more written requests for a special meeting (the "Special Meeting
Request") signed by stockholders of record as of the Request Record Date
entitled to cast not less than a majority of all of the votes entitled to be
cast at such meeting (the "Special Meeting Percentage") shall be delivered to
the secretary. In addition, the Special Meeting Request shall set forth the
purpose of the meeting and the matters proposed to be acted on at it (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 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 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 60 days after the Request Record Date. Not
later than the fifth day or such later date as may be necessary to resolve any
questions or disputes as to the validity of any Special Meeting Request or
revocation thereof (the "Certification Date") after the last day of the 60 day
period during which the Special Meeting Request may be made (the "Determination
Date"), the secretary of the Corporation, or an inspector selected pursuant to
paragraph (6) below, shall determine whether the secretary has received by the
close of business on the Determination Date valid Special Meeting Requests from
stockholders of record as of the Request Record Date entitled to cast not less
than the Special Meeting Percentage. Any requesting stockholder may revoke his,
her or its request for a special meeting at any time before the Determination
Date by written revocation delivered to the secretary.

               (3) Not later than 15 days from the Certification Date, the
secretary shall inform the requesting stockholders of the reasonably estimated
cost of preparing and mailing the notice of meeting (including the Corporation's
proxy materials) (the "Special Meeting Costs"). 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 required by paragraph (2)
of this Section 3(b), the secretary receives payment of the Special Meeting
Costs within 20 days of having notified the requesting stockholders of such
Special Meeting Costs.

               (4) 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
president, chief executive officer or Board of Directors, whoever has called the
meeting. 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;

                                       2
   3
provided, however, that the date of any Stockholder Requested Meeting shall be
not more than 60 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 20 days after the date that payment of the Special Meeting
Costs 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 60th day after the Meeting Record Date or, if such
60th day is not a Business Day (as defined below), on the first preceding
Business Day; and provided further that in the event that the Board of Directors
fails to designate a place for a Stockholder Requested Meeting within 20 days
after the Delivery Date, then such meeting shall be held at the principal
executive offices of the Corporation. In fixing a date for any special meeting,
the president, chief executive officer or Board of Directors may consider such
factors as he, she or it deems relevant within the good faith exercise of
business judgment, including, without limitation, the nature of the matters to
be considered, the facts and circumstances surrounding any request for meeting
and any plan of the Board of Directors to call an annual meeting or a special
meeting, provided, that, in the case of any Stockholder Requested Meeting, the
Meeting Record Date shall not be more than 15 days after the close of business
on the date on which the resolution fixing the Meeting Record Date is adopted by
the Board of Directors. In the case of any Stockholder Requested Special
Meeting, if the Board of Directors fails to fix a Meeting Record Date within 20
days after the Delivery Date, then the close of business on the 35th day after
the Delivery Date shall be the Meeting Record Date.

               (5) If at any time as a result of written revocations of requests
for the special meeting, stockholders of record 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
ten days before the meeting if the secretary has first sent to all other
requesting stockholders written notice of such revocation and of intention to
revoke the notice of the 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.

               (6) The chairman of the Board of Directors, the president or the
Board of Directors may appoint regionally or nationally recognized independent
inspectors of elections to act as the agent of the Corporation for the purpose
of promptly performing a ministerial review of the validity of any purported
Special Meeting Request received by the secretary. For the purpose of permitting
the inspectors to perform such review, no such purported request shall be deemed
to have been delivered to the secretary until the earlier of (i) five Business
Days after receipt by the secretary of such purported request and (ii) such date
as the independent inspectors certify to the Corporation that the valid requests
received by the secretary represent at least a majority of the issued and
outstanding shares of stock that would be entitled to vote at such meeting.
Nothing contained in this paragraph (6) shall in any way be construed to suggest
or imply that the Corporation or any stockholder shall not be entitled to
contest the validity of any request, whether during or after such five Business
Day period, or to take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect thereto, and
the seeking of injunctive relief in such litigation).

                                       3
   4
               (7) 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 State of New York are authorized or obligated by law or executive order to
close.

               Section 4. NOTICE. Not less than ten nor more than 90 days before
each meeting of stockholders, 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 or by presenting it to such stockholder personally or by
leaving it at the stockholder's residence or usual place of business or by any
other means permitted by Maryland law. If mailed, such notice shall be deemed to
be given when deposited in the United States mail addressed to the stockholder's
address as it appears on the records of the Corporation, with postage thereon
prepaid.

               Section 5. SCOPE OF NOTICE. Any business of the Corporation may
be transacted at an annual meeting of stockholders without being specifically
designated in the notice, except such business as is required by any statute to
be stated in such notice. No business shall be transacted at a special meeting
of stockholders except as specifically designated in the notice.

               Section 6. ORGANIZATION AND CONDUCT. Every meeting of
stockholders shall be conducted by an individual appointed by the Board of
Directors to be chairman of the meeting or, in the absence of such appointment,
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: 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 chairman chosen by the stockholders by the vote of a majority of the
votes cast by stockholders present in person or by proxy. The secretary, or, in
the secretary's absence, an assistant secretary, or in the absence of both the
secretary and assistant secretaries, a person appointed by the Board of
Directors or, in the absence of such appointment, a person appointed by the
chairman of the meeting shall act as secretary of the meeting. In the event that
the secretary presides at a meeting of the stockholders, an assistant secretary
shall 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
chairman of the meeting. The chairman of the meeting may prescribe such rules,
regulations and procedures and take such action as, in the discretion of such
chairman, 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 chairman 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 chairman 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 who refuses to
comply with meeting procedures, rules or guidelines as set forth by the chairman
of the meeting; and (g) recessing or adjourning the meeting to a later date and
time and place announced at the

                                       4
   5
meeting. Unless otherwise determined by the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.

               Section 7. QUORUM. At any meeting of stockholders, 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; but 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,
such quorum shall not be present at any meeting of the stockholders, the
chairman of the meeting or the stockholders entitled to vote at such meeting,
present in person or by proxy, shall have the power to adjourn the meeting from
time to time to a date not more than 120 days after the original record date
without notice other than announcement at the meeting. 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
which has been duly called and convened, may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

               Section 8. VOTING. A plurality of all the votes cast at a meeting
of stockholders duly called and at which a quorum is present shall be sufficient
to elect a director. Each share may be voted for as many individuals as there
are directors to be elected and for whose election the share is entitled to be
voted. A majority of the votes cast at a meeting of stockholders duly called and
at which a quorum is present shall be sufficient to approve any other matter
which may properly come before the meeting, unless more than a majority of the
votes cast is required by statute or by the charter of the Corporation. Unless
otherwise provided in the charter, each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders.

               Section 9. PROXIES. A stockholder may cast the votes entitled to
be cast by the shares of the stock owned of record by the stockholder either in
person or by proxy executed in writing by the stockholder or by the
stockholder's duly authorized agent in any manner permitted by law. Such proxy
shall be filed with the secretary of the Corporation before or at the time of
the meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

               Section 10. 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 agreement of the partners
of a 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.

                                       5
   6
               Shares of stock of the Corporation directly or indirectly owned
by it shall not be voted at any meeting and shall not be counted in determining
the total number of outstanding shares entitled to be voted at any given time,
unless they are held by it in a fiduciary capacity, in which case they may be
voted and shall be counted in determining the total number of outstanding shares
at any given time.

               The Board of Directors may adopt by resolution a procedure by
which a stockholder may certify in writing to the Corporation that any shares of
stock registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth the
class of stockholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to be
contained in it; if the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or closing
of the stock transfer books within which the certification must be received by
the Corporation; and any other provisions with respect to the procedure which
the Board of Directors considers necessary or desirable. On receipt of such
certification, the person specified in the certification shall be regarded as,
for the purposes set forth in the certification, the stockholder of record of
the specified stock in place of the stockholder who makes the certification.

               Section 11. INSPECTORS. The Board of Directors, the chairman of
the board or the chairman of any meeting of stockholders, before or at any
meeting, may, but need not, appoint one or more individual inspectors or one or
more entities that designate individuals as inspectors to act at the meeting or
any adjournment thereof. If an inspector or inspectors are not appointed, the
chairman of the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by the Board of Directors, the chairman of the board or
the chairman of the meeting before or at the meeting. The inspectors, if any,
shall determine the number of shares outstanding and the voting power of each,
the shares represented at the meeting, and the validity and effect of proxies,
and shall receive votes, ballots or consents, hear and determine all challenges
and questions arising in connection with the right to vote, count and tabulate
all votes, ballots or consents, and do such acts as are proper to conduct the
election or vote with fairness. Each such report 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 represented at the meeting and the results of
the voting shall be prima facie evidence thereof.

               Section 12.   NOMINATIONS AND PROPOSALS BY STOCKHOLDERS.

               (a) Annual Meetings of Stockholders. (1) Nominations of persons
for election to the Board of Directors and the proposal of business to be
considered by the stockholders may be made at an annual meeting of stockholders
(i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction
of the Board of Directors, or (iii) by any stockholder of the Corporation who
was a stockholder of record both at the time of giving of notice provided for in
this Section 12(a) and at the time of the annual meeting, who is entitled to
vote at the meeting and who complied with the notice procedures set forth in
this Section 12(a).

                                       6
   7
               (2) 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 clause (iii) of paragraph (a)(1) of this Section 12, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation and such other business must otherwise be a proper matter for action
by stockholders. To be timely, a stockholder's notice must be delivered to the
Secretary at the principal executive office of the Corporation by not later than
(a) with respect to the 2001 annual meeting, August 1, 2001, and (b) with
respect to all other annual meetings, the close of business on the 90th day
prior to the first anniversary of the date of mailing of the notice for the
preceding year's annual meeting nor earlier than the close of business on the
120th day prior to the first anniversary of the date of mailing of the notice
for the preceding year's annual meeting; provided, however, that in the event
that the date of the mailing of the notice for the annual meeting is advanced or
delayed by more than 30 days from the first anniversary of the date of mailing
of the notice for the preceding year's annual meeting, notice by the stockholder
to be timely must be so delivered not earlier than the close of business on the
120th day prior to the date of mailing of the notice for such annual meeting and
not later than the close of business on the later of the 90th day prior to the
date of mailing of the notice for such annual meeting or the tenth day following
the day on which public announcement of the date of mailing of the notice for
such meeting is first made by the Corporation. In no event shall the public
announcement of a postponement of such annual meeting or of an adjournment or
postponement of an annual meeting to a later date or time commence a new time
period for the giving of a stockholder's notice as described above. A
stockholder's notice to be proper must 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
class and number of shares of stock of the Corporation that are beneficially
owned or owned of record by such person and (C) all other information relating
to such person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A (or any successor provision) under the Exchange
Act (including 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 any
other business that the stockholder proposes to bring before the meeting, a
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any interest in such
business of such stockholder (including any anticipated benefit to the
stockholder therefrom) and of each beneficial owner, if any, on whose behalf the
proposal is made; and (iii) as to the stockholder giving the notice and each
beneficial owner, if any, on whose behalf the nomination or proposal is made,
(x) the name and address of such stockholder, as they appear on the
Corporation's stock ledger and current name and address, if different, and of
such beneficial owner, and (y) the class and number of shares of stock of the
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owner.

               (3) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this Section 12 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 by the Corporation of such action or specifying the size of
the increased Board of Directors at least 100 days prior to the first
anniversary of the date of mailing of the preceding year's annual meeting, a
stockholder's notice required by this Section 12(a) shall also be considered
timely, but only with respect to nominees

                                       7
   8
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 the close of business on the tenth day immediately following the day on
which such public announcement is first made by the Corporation.

               (b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors, or (iii) 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 12(b) and at the time of the special meeting, who
is entitled to vote at the meeting and who complied with the notice procedures
set forth in this Section 12(b). 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 a person or persons (as
the case may be) for election to such position as specified in the Corporation's
notice of meeting, if the stockholder's notice containing the information
required by paragraph (a)(2) of this Section 12 shall have been delivered to the
Secretary at the principal executive offices of the Corporation not earlier than
the close of business on the 120th day prior to such special meeting and not
later than the close of business on the later of the 90th day prior to such
special meeting or the tenth day following the day on which public announcement
is first made of the date of the special meeting and the nominees proposed by
the Board of Directors to be elected at such meeting. In no event shall the
public announcement of a postponement or adjournment of a special meeting to a
later date or time commence a new time period for the giving of a stockholder's
notice as described above.

               (c) General. (1) Only such persons who are nominated in
accordance with the procedures set forth in this Section 12 shall be eligible to
serve as directors, and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 12. The chairman of the meeting shall
have the power and duty 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 the procedures set forth in this Section 12 and, if any
proposed nomination or other business is not in compliance with this Section 12,
to declare that such nomination or proposal shall be disregarded.

               (2) For purposes of this Section 12, (a) the "date of mailing of
the notice" shall mean the date of the proxy statement for the solicitation of
proxies for election of directors and (b) "public announcement" shall mean
disclosure (i) in a press release either transmitted to the principal securities
exchange on which shares of the Corporation's common stock are traded or
reported by a recognized news service or (ii) in a document publicly filed by
the Corporation with the United States Securities and Exchange Commission.

               (3) Notwithstanding the foregoing provisions of this Section 12,
a stockholder shall also comply with all applicable requirements of state law
and of the Exchange Act and the

                                       8
   9
rules and regulations thereunder with respect to the matters set forth in this
Section 12. Nothing in this Section 12 shall be deemed to affect any right of a
stockholder to request inclusion of a proposal in, nor the right of the
Corporation to omit a proposal from, the Corporation's proxy statement pursuant
to Rule 14a-8 (or any successor provision) under the Exchange Act.

               Section 13. VOTING BY BALLOT. Voting on any question or in any
election may be viva voce unless the presiding officer shall order or any
stockholder shall demand that voting be by ballot.

               Section 14. CONTROL SHARE ACQUISITION ACT. Notwithstanding any
other provision of the charter of the Corporation or these Bylaws, Title 3,
Subtitle 7 of the Maryland General Corporation Law (or any successor statute)
shall not apply to any acquisition by any person of shares of stock of the
Corporation. This section may be repealed, in whole or in part, at any time,
whether before or after an acquisition of control shares and, upon such repeal,
may, to the extent provided by any successor bylaw, apply to any prior or
subsequent control share acquisition.

                                   ARTICLE III

                                    DIRECTORS

               Section 1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors.

               Section 2. NUMBER, TENURE AND QUALIFICATIONS. At any regular
meeting or at any special meeting called for that purpose, a majority of the
entire 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 and further provided
that the tenure of office of a director shall not be affected by any decrease in
the number of directors.

               Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the
Board of Directors shall be held immediately after and at the same place as the
annual meeting of stockholders, no notice other than this Bylaw being necessary.
In the event such meeting is not so held, 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 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the chairman of the board, the
chief executive officer, the president or by a majority of the directors then in
office. The person or persons authorized to call special meetings of the Board
of Directors may fix any place as the place for holding any special meeting of
the Board of Directors called by them. The Board of Directors may provide, by
resolution, the time and place for the holding of special meetings of the Board
of Directors without other notice than such resolution.

                                       9
   10
               Section 5. NOTICE. Notice of any special meeting of the Board of
Directors shall be delivered personally or by telephone, electronic mail,
facsimile transmission, United States mail or courier to each director at his or
her business or residence address. Notice by personal delivery, telephone,
electronic mail or facsimile transmission shall be given at least 24 hours prior
to the meeting. Notice by United States mail shall be given at least three days
prior to the meeting. Notice by courier shall be given at least two days prior
to the meeting. Telephone notice shall be deemed to be given when the director
or his or her agent is personally given such notice in a telephone call to which
the director or his or her agent is a party. 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. Facsimile transmission notice
shall be deemed to be 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. Notice by United States mail shall be
deemed to be given when deposited in the United States mail properly addressed,
with postage thereon prepaid. Notice by courier shall be deemed to be given when
deposited with or delivered to a courier properly addressed. 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 6. QUORUM. The presence of 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 said 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
must also include a majority of such group.

               The directors present at a meeting which has been duly called and
convened may continue to transact business until adjournment, notwithstanding
the withdrawal of enough directors to leave less than a quorum.

               Section 7. VOTING. The action of the majority of the directors
present at a meeting at which a quorum is present shall be the action of the
Board of Directors, unless the concurrence of a greater proportion is required
for such action by applicable statute. If enough directors have withdrawn from a
meeting to leave less than a quorum but the meeting is not adjourned, the action
of the majority of the directors still present 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 or the charter.

               Section 8. ORGANIZATION. At each meeting of the Board of
Directors, the chairman of the board or, in the absence of the chairman, the
vice chairman of the board, if any, shall act as chairman. In the absence of
both the chairman and vice chairman of the board, the chief executive officer or
in the absence of the chief executive officer, the president or in the absence
of the president, a director chosen by a majority of the directors present,
shall act as chairman. The secretary or, in his or her absence, an assistant
secretary of the Corporation, or in

                                       10
   11

the absence of the secretary and all assistant secretaries, a person appointed
by the chairman, shall act as secretary of the meeting.

               Section 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.

               Section 10. WRITTEN CONSENT BY DIRECTORS. 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 11. 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
and all vacancies on the Board of Directors may be filled only by the
affirmative vote of a majority of the remaining directors in office, even if the
remaining directors do not constitute a quorum and any director elected to fill
a vacancy shall serve for the remainder of the full term of the directorship in
which such vacancy occurred.

               Section 12. COMPENSATION. Directors shall not receive any stated
salary for their services as directors but, by resolution of the Board of
Directors, may receive compensation per year and/or per meeting and/or per visit
to real property or other facilities owned or leased by the Corporation and for
any service or activity they performed or engaged in as directors. 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 they performed or engaged in as directors; but nothing
herein contained shall be construed to preclude any directors from serving the
Corporation in any other capacity and receiving compensation therefor.

               Section 13. LOSS OF DEPOSITS. No director shall be liable for any
loss which may occur by reason of the failure of the bank, trust company,
savings and loan association, or other institution with whom moneys or stock
have been deposited.

               Section 14. SURETY BONDS. Unless 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 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 fully justified and protected with regard to any act or
failure to act in reliance in good faith upon the books of account or other
records of the Corporation, upon an opinion of counsel or upon reports made to
the Corporation by any of its officers or employees or by the adviser,

                                       11
   12
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 16. RATIFICATION. Any transaction questioned in any
stockholders' derivative proceeding on the ground of lack of authority,
defective or irregular execution, adverse interest of director, officer or
stockholder, non-disclosure, miscomputation, or the application of improper
principles or practices of accounting may be ratified before or after judgment,
by the Board of Directors (excluding any director who is a party to such
proceeding) or by the stockholders if less than a quorum of directors is
qualified; and, if so ratified, shall have the same force and effect as if the
questioned transaction had been originally duly authorized, and said
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 transaction.

                                   ARTICLE IV

                                   COMMITTEES

               Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of
Directors may appoint from among its members an Executive Committee, an Audit
Committee, a Compensation and Employee Benefits Committee and other committees,
composed of one or more directors, to serve at the pleasure of the Board of
Directors.

               Section 2. POWERS. The Board of Directors may delegate to
committees appointed under Section 1 of this Article any of the powers of the
Board of Directors, except as prohibited by law.

               Section 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 the committee shall constitute a quorum for the
transaction of business at any meeting of the committee. The act of a majority
of the committee members present at a meeting shall be the act of such
committee. The Board of Directors may designate a chairman of any committee, and
such chairman or, in the absence of a chairman, any two members of any committee
(if there are at least two members of the Committee) may fix the time and place
of its meeting unless the Board shall otherwise provide. Each committee shall
keep minutes of its proceedings.

               Section 4. TELEPHONE MEETINGS. Members of a committee of the
Board of 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.

               Section 5. WRITTEN CONSENT BY 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.

                                       12
   13
               Section 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 1. GENERAL PROVISIONS. The officers of the Corporation
shall include a president, a secretary and a treasurer and may include a
chairman of the board, a vice chairman of the board, a chief executive officer,
one or more vice presidents, a chief operating officer, a chief financial
officer, one or more assistant secretaries and one or more assistant treasurers.
In addition, the Board of Directors may from time to time elect such other
officers with such powers and duties as they shall deem necessary or desirable.
The officers of the Corporation shall be elected annually by the Board of
Directors, except that the chief executive officer or president may from time to
time appoint one or more vice presidents, assistant secretaries and assistant
treasurers or other officers. Each officer shall hold office until his or her
successor is elected and qualifies or until his or her death, or his or her
resignation or removal in the manner hereinafter provided. Any two or more
offices except president and vice president may be held by the same person. In
its discretion, the Board of Directors may leave unfilled any office except that
of president, treasurer and secretary. Election of an officer or agent shall not
of itself create contract rights between the Corporation and such officer or
agent.

               Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the
Corporation may be removed, with or without cause, by the Board of Directors if
in its judgment the best interests of the Corporation would be served thereby,
but such 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 immediately upon its receipt or at such later time specified in the
notice of resignation. The acceptance of a resignation shall not be necessary to
make it effective unless otherwise stated in the resignation. Such resignation
shall be without prejudice to the contract rights, if any, of the Corporation.

               Section 3. VACANCIES. A vacancy in any office may be filled by
the Board of Directors for the balance of the term.

               Section 4. CHIEF EXECUTIVE OFFICER. The Board of Directors may
designate a chief executive officer. In the absence of such designation, the
chairman of the board, or if there is none, the president, shall be the chief
executive officer of the Corporation. The chief executive officer shall have
general responsibility for implementation of the policies of the Corporation, as
determined by the Board of Directors, and for the management of the business and
affairs of the Corporation.

                                       13
   14
               Section 5. CHIEF OPERATING OFFICER. The Board of Directors may
designate a chief operating officer. The chief operating officer shall have the
responsibilities and duties as set forth by the Board of Directors or the chief
executive officer.

               Section 6. CHIEF FINANCIAL OFFICER. The Board of Directors may
designate a chief financial officer. The chief financial officer shall have the
responsibilities and duties as set forth by the Board of Directors or the chief
executive officer.

               Section 7. CHAIRMAN OF THE BOARD. The Board of Directors shall
designate a chairman of the board. The chairman of the board shall preside over
the meetings of the Board of Directors and of the stockholders at which he shall
be present. The chairman of the board shall perform such other duties as may be
assigned to him or her by the Board of Directors.

               Section 8. PRESIDENT. In the absence of a chief executive
officer, the president shall in general supervise and control all of the
business and affairs of the Corporation. In the absence of a designation of a
chief operating officer by the Board of Directors, the president shall be the
chief operating officer. He may execute any deed, mortgage, bond, 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 Board of Directors from time to
time.

               Section 9. VICE PRESIDENTS. In the absence of the president or in
the event of a vacancy in such office, the vice president (or in the event there
be more than one vice president, the vice presidents in the order designated at
the time of their election or, in the absence of any designation, then in the
order of their election) shall perform the duties of the president and when so
acting shall have all the powers of and be subject to all the restrictions upon
the president; and shall perform such other duties as from time to time may be
assigned to such vice president by the president or by the Board of Directors.
The Board of Directors may designate one or more vice presidents as executive
vice president or as vice president for particular areas of responsibility.

               Section 10. SECRETARY. The secretary 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; (d) keep a register of the post office address of
each stockholder which shall be furnished to the secretary by such stockholder;
(e) have general charge of the stock transfer books of the Corporation; and (f)
in general perform such other duties as from time to time may be assigned to the
secretary by the chief executive officer, the president or by the Board of
Directors.

               Section 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

                                       14
   15
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 designated by the Board of Directors. In the absence
of a designation of a chief financial officer by the Board of Directors, the
treasurer shall be the chief financial officer of the Corporation. The treasurer
shall disburse the funds of the Corporation and shall render to the president
and Board of Directors, at the regular meetings of the Board of Directors or
whenever it may so require, an account of all his or her actions as treasurer
and of the financial condition of the Corporation.

               If required by the Board of Directors, the treasurer shall give
the Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his or her office and for the restoration to the Corporation, in case
of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, moneys and other property of whatever kind in his or
her possession or under his or her control belonging to the Corporation.

               Section 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 president or the Board of Directors. The assistant treasurers shall,
if required by the Board of Directors, give bonds for the faithful performance
of their duties in such sums and with such surety or sureties as shall be
satisfactory to the Board of Directors.

               Section 13. SALARIES. The salaries and other compensation of the
officers shall be fixed from time to time by the Board of Directors and no
officer shall be prevented from receiving such salary or other compensation by
reason of the fact that he is also a director.

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

               Section 1. CONTRACTS. The Board of Directors may authorize any
officer or agent to execute and deliver any contract or other 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 shall be valid and binding upon the Board of Directors and upon the
Corporation when authorized or ratified by action of the Board of Directors and
executed by an authorized person.

               Section 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 Board
of Directors.

               Section 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 Board of Directors
may designate.

                                       15
   16



                                   ARTICLE VII

                                      STOCK

               Section 1. CERTIFICATES. In the event that the Corporation issues
shares of stock represented by certificates, such certificates shall be signed
by the officers of the Corporation in the manner permitted by the MGCL and
contain the statements and information required by the MGCL. In the event that
the Corporation issues shares of stock without certificates, the Corporation
shall provide to holders of such shares a written statement of the information
required by the MGCL to be included on stock certificates.

               Section 2. TRANSFERS. 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.

               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 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.

               Notwithstanding the foregoing, transfers of shares of any class
of stock will be subject in all respects to the charter of the Corporation and
all of the terms and conditions contained therein.

               Section 3. REPLACEMENT CERTIFICATE. 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 his or her discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or the
owner's legal representative to advertise the same in such manner as he shall
require and/or to give bond, with sufficient surety, to the Corporation to
indemnify it against any loss or claim which may arise as a result of the
issuance of a new certificate.

               Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
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. Such date, in any

                                       16
   17
case, shall not be prior to the close of business on the day the record date is
fixed and shall be not more than 90 days and, in the case of a meeting of
stockholders, not less than ten days, before the date on which the meeting or
particular action requiring such determination of stockholders of record is to
be held or taken.

               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 ten days before the date
of such meeting.

               If no record date is fixed and the stock transfer books are not
closed for the determination of stockholders, (a) 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 (b) 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 directors, declaring the dividend or allotment of rights, is adopted.

               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, except when the
determination has been made through the closing of the transfer books and the
stated period of closing has expired, in which case a new record date shall be
determined as set forth herein.

               Section 5. STOCK LEDGER. The Corporation shall maintain at its
principal office or at the office of its counsel, accountants or transfer agent,
an original or duplicate share ledger containing the name and address of each
stockholder and the number of shares of each class held by such stockholder.

               Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of
Directors may authorize the Corporation to issue fractional stock or provide for
the issuance of scrip, all on such terms and under such conditions as the Board
may determine. Notwithstanding any other provision of the charter or these
Bylaws, the Board of Directors may authorize the Corporation to 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.


                                       17
   18
                                  ARTICLE VIII

                                 ACCOUNTING YEAR

               The Board of Directors shall have the power, from time to time,
to fix the fiscal year of the Corporation by a duly adopted resolution.

                                   ARTICLE IX

                                  DISTRIBUTIONS

               Section 1. AUTHORIZATION. Dividends and other distributions upon
the stock of the Corporation may be authorized by the Board of Directors,
subject to the provisions of law and the charter of the Corporation. Dividends
and other distributions may be paid in cash, property or stock of the
Corporation, subject to the provisions of law and the charter.

               Section 2. CONTINGENCIES. Before payment of any dividends or
other distributions, there may be set aside out of any assets of the Corporation
available for dividends or other distributions such sum or sums as the Board of
Directors may from time to time, in its absolute discretion, think proper as a
reserve fund for contingencies, for equalizing dividends or other distributions,
for repairing or maintaining any property of the Corporation or for such other
purpose as the Board of Directors shall determine to be in the best interest of
the Corporation, and the Board of Directors may modify or abolish any such
reserve.

                                    ARTICLE X

                                      SEAL

               Section 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 and
provide for the custody thereof.

               Section 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 XI

                     INDEMNIFICATION AND ADVANCE OF EXPENSES

               Section 1. Each person who was or is made a party or is
threatened to be made a party to or is involved in or called as a witness in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, and any appeal therefrom (hereinafter, collectively a
"proceeding"), by reason of the fact that he or she, or a person of whom he or
she is the legal representative, is, was or had agreed to become a director of
the Corporation or is, was or had agreed to become an officer of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership,

                                       18
   19
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent permitted under the Maryland General
Corporation Law (the "MGCL"), as the same now 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 the MGCL
permitted the Corporation to provide prior to such amendment), against all
expenses, liabilities and losses (including attorneys' fees, judgments, fines,
excise taxes or penalties pursuant to the Employee Retirement Income Security
Act of 1974, as amended, and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith;
provided, that except as explicitly provided herein, prior to a Change in
Control, as defined herein, a person seeking indemnity in connection with a
proceeding (or part thereof) initiated by such person against the Corporation or
any director, officer, employee or agent of the Corporation shall not be
entitled thereto unless the Corporation has joined in or consented to such
proceeding (or part thereof). For purposes of this Article, a "Change in Control
of the Corporation" shall be deemed to have occurred if (a) any Person is or
becomes (except in a transaction approved in advance by the Board of Directors
of the Corporation) the beneficial owner (as defined in Rule 13d-3 under such
Act), directly or indirectly, of securities of the Corporation representing 25%
or more of the combined voting power of the Corporation's then outstanding
securities or (b) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of the
Corporation cease for any reason to constitute at least a majority thereof
unless the election of each director who was not a director at the beginning of
the period was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period.

               Section 2. Any indemnification under this Article XI (unless
ordered by a court) shall be paid by the Corporation within 60 days of such
request for indemnification unless prior to such time a determination is made
(a) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such proceeding, (b) if such quorum is not
obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel (who may be the regular counsel to the
Corporation) in a written opinion or (c) by the stockholders, by the affirmative
vote of a majority of the votes cast on such matter (not including shares held
by persons who are parties to the proceeding), that indemnification of such
person is not proper under the circumstances because such person has not met the
necessary standard of conduct under Maryland law; provided, however, that
following a Change in Control of the Corporation, with respect to all matters
thereafter arising out of acts, omissions or events prior to the Change in
Control concerning the rights of any person seeking indemnification under this
Section 2, such determination shall be made by special independent counsel
selected by such person and approved by the Corporation (which approval shall
not be unreasonably withheld), which counsel has not otherwise performed
services (other than in connection with similar matters) within the five years
preceding its engagement to render such opinion for such person or for the
Corporation or any affiliates (as such term is defined in Rule 405 under the
Securities Act of 1933, as amended) of the Corporation (whether or not they were
affiliates when services were so performed) ("Independent Counsel"). Unless such
person has theretofore selected Independent Counsel pursuant to this Section 2
and such Independent Counsel has been approved by the Corporation, legal counsel
approved by a resolution or resolutions of the Board of Directors prior to a
Change in Control shall be deemed to have been

                                       19
   20

approved by the Corporation as required. Such Independent Counsel shall
determine as promptly as practicable whether and to what extent such person
would be permitted to be indemnified under applicable law and shall render its
written opinion to the Corporation and such person to such effect. The
Corporation shall pay the reasonable fees of the Independent Counsel referred to
above and shall fully indemnify such Independent Counsel against any and all
expenses, claims, liabilities and damages arising out of or relating to this
Article or its engagement pursuant hereto.

               Section 3. Expenses. Expenses, including attorneys' fees,
incurred by a person referred to in this Article XI in defending or otherwise
being involved in a proceeding shall be paid by the Corporation in advance of
the final disposition of such proceeding, including any appeal therefrom, and
without requiring a preliminary determination of the ultimate entitlement to
indemnification, upon receipt of a written affirmation by such person of his or
her good faith belief that such person has met the standard of conduct necessary
for indemnification and an undertaking (the "Undertaking") by or on behalf of
such person to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the Corporation.

               Section 4. Right of Claimant to Bring Suit. If a claim under
Section 1 hereof is not paid in full by the Corporation within 60 days after a
written claim has been received by the Corporation or if expenses pursuant to
Section 3 of this Article XI have not been advanced within 10 days after a
written request for such advancement accompanied by the Undertaking has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim or the
advancement of expenses. If the claimant is successful, in whole or in part, in
such suit or any other suit to enforce a right for expenses or indemnification
against the Corporation or any other party under any other agreement, such
claimant shall also be entitled to be paid the reasonable expense of prosecuting
such claim. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required Undertaking has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the MGCL for the Corporation to
indemnify the claimant for the amount claimed. After a Change in Control, the
burden of proving such defense shall be on the Corporation, and any
determination by the Corporation (including its Board of Directors, independent
legal counsel or its stockholders) that the claimant had not met the applicable
standard of conduct required under the MGCL shall not be a defense to the action
nor create a presumption that claimant had not met such applicable standard of
conduct.

               Section 5. Non-Exclusivity of Rights. The rights conferred on any
person by this Article shall not be exclusive of any other right which such
person may have or hereafter acquire under any statute, provision of the
charter, Bylaws, agreement, vote of stockholders or disinterested directors or
otherwise. The Board of Directors shall have the authority, by resolution, to
provide for such other indemnification of directors, officers, employees or
agents of the Corporation, or any predecessor of the Corporation, as it shall
deem appropriate.

               Section 6. Insurance. The Corporation may purchase and maintain
insurance 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 expenses, liabilities or

                                       20
   21
losses, whether or not the Corporation would have the power to indemnify such
person against such expenses, liabilities or losses under the MGCL.

               Section 7. Enforceability. The provisions of this Article shall
be applicable to all proceedings commenced after its adoption, whether such
arise out of events, acts, omissions or circumstances which occurred or existed
prior or subsequent to such adoption, and shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such person. This Article shall be deemed to
grant each person who, at any time that this Article is in effect, serves or
agrees to serve in any capacity which entitles him to indemnification hereunder
rights against the Corporation to enforce the provisions of this Article, and
any repeal or other modification of this Article or any repeal or modification
of the MGCL or any other applicable law shall not limit any rights of
indemnification then existing or arising out of events, acts, omissions,
circumstances occurring or existing prior to such repeal or modification,
including, without limitation, the right to indemnification for proceedings
commenced after such repeal or modification to enforce this Article with regard
to acts, omissions, events or circumstances occurring or existing prior to such
repeal or modification.

               Section 8. Severability. If this Article or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each director and officer of the
Corporation as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any proceeding,
whether civil, criminal, administrative or investigative, including an action by
or in the right of the Corporation, to the full extent permitted by any
applicable portion of this Article that shall not have been invalidated and to
the full extent permitted by applicable law.

                                   ARTICLE XII

                                WAIVER OF NOTICE

               Whenever any notice is required to be given pursuant to the
charter of the Corporation or these Bylaws or pursuant to applicable law, 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 purpose of any meeting need be set forth in the waiver of notice,
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

               The Board of Directors shall have the exclusive power to adopt,
alter or repeal any provision of these Bylaws and to make new Bylaws.


                                       21