WALDEN POND HOMEOWNERS ASSOCIATION, INC.

Proposed Amendments to Bylaws

The Board of Directors of Walden Pond Homeowners Association, Inc. proposes the

following amendment to the Bylaws, effective upon approval by the membership, at the Special

Meeting of Members on February 15,2006:

An amendment to Article VIII. as follows:

ARTICLE VIII

BOARD OF DIRECTORS

Section 1. The affairs of the Association shall be managed by a board of three (3) directors.

The initial Board of Directors shall consist of three (3) directors who shall hold

office until the first annual meeting of the members of the Association or until the

first annual meeting of the members of the Association or until their successors

are elected and qualified. At the first membership meeting the members shall

elect three (3) directors who shall hold office until the first annual meeting. At the

first annual meeting the members shall elect one (1) director for a term of three (3)

years, one (1) director for a term of two (2) years, and one (1) director for a term

of one (1) year. At each succeeding annual meeting, the members shall elect

directors for a term of three (3) years to fill the expired terms.

Directors will serve staggered three (3'1 year terms so that one (1) director will be

elected at each succeeding annual meeting to fill the exvirine term. The term of

any director may be modified at a regular or svecial meeting of the members to

comply with this varagravh.

* words proposed for deletion are stricken

* words proposed for replacement are underlined

WALDEN POND HOMEOWNERS ASSOCIATION. INC

Proposed Modification of Terms of Directors

In the event the me~nbersa mend the Bylaws at the Special Meeting of Members on

February 15,2006, as proposed, then the Board of Directors of Walden Pond Homeowners

Association, Inc. proposes to modifv the terms of the directors, effective upon approval by the

membership at the Special Meeting of Members on February 15, 2006, as follows:

1. Donald W. Bany's term will be a three (3) year term expiring at the annual meeting in

December 2008; and

2. The term of the director seat currently occupied by Gwen Cowan, to be filled by an

election at the Special Meeting of Members on February 15,2006, will be a two (2) year

term expiring at the annual meeting in Decetnber 2007. Thereafter the term will be a

three (3) year term as set forth in the Bylaws, as amended on February 15,2006.

3. The tern1 of the director seat currently occupied by Thomas Humphrey, to be filled by an

election at the Special Meeting of Members on February 15.2006. will be a one (1) year

term expiring at the annual meeting in December 2006. Thereafter the tern1 will be a

three (3) year term as set forth in the Bylaws, as amended on February 15, 2006.