BYLAWS

for the regulation, except as

otherwise provided by statute or

the Articles of Incorporation, of

PRESLEY MORTGAGE COMPANY

a California corporation

TABLE OF CONTENTS

- i -

- ii -

- iii -

BYLAWS

for the regulation, except as otherwise provided

by statute or the Articles of Incorporation,

of

PRESLEY MORTGAGE COMPANY

ARTICLE I. GENERAL PROVISIONS

Section 1.01 Principal Executive Office. The principal executive office of the corporation shall be located at 19 Corporate Plaza, Newport Beach, California 92660. The Board of Directors shall have the power to change the principal office to another location and may fix and locate one or more subsidiary offices within or without the State of California.

Section 1.02 Number of Directors. The number of directors of the corporation shall be three (3) until changed by a bylaw amending this Section 1.03 duly adopted by the vote or written consent of a majority of the outstanding shares entitled to vote; provided, however, that if at any time the number of directors is five or more, a bylaw reducing the number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of an action by written consent, are equal to more than sixteen and two-thirds percent (162/3%) of the outstanding shares entitled to vote thereon.

ARTICLE II. SHARES AND SHAREHOLDERS

Section 2.01 Meetings of Shareholders.

(a) Place of Meetings. Meetings of shareholders shall be held at any place within or without the State of California designated by the Board of Directors. In the absence of any such designation, shareholders meetings shall be held at the principal executive office of the corporation.

(b) Annual Meetings. An annual meeting of the shareholders of the corporation shall be held on the first Monday of April of each year at 10:00 a.m. or at such other date and time as may be designated by the Board of Directors. Should said day fall upon a legal holiday, the annual meeting of shareholders shall be held at the same time on the next day thereafter ensuing which is a full business day. At each annual meeting directors shall be elected, and any other proper business may be transacted.

(c) Special Meetings. Special meetings of the shareholders may be called by the Board of Directors, the chairman of the board, the president, or by the holders of shares entitled to cast not less than 10% of the votes at the meeting. Upon request in writing to the chairman of the board, the president, any vice president or the secretary by any person (other than the Board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice.

(d) Notice of Meetings. Notice of any shareholders meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (ii) in the case of the annual meeting, those matters which the Board, at the time of the giving of the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the board for election.

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