REDWOOD TRUST, INC.
March 20, 2003
SECTION 1. Annual Meeting. The Corporation shall hold an annual meeting of its stockholders to elect directors
and transact any other business within its power, either at 10:00 a.m. on the last day of April in each year if not a
legal holiday, or at such other time on such other day falling on or before the 30th day thereafter as shall be set by
the Board of Directors. Except as the Charter or statute provides otherwise, any business may be considered at
an annual meeting without the purpose of the meeting having been specified in the notice. Failure to hold an annual
meeting does not invalidate the Corporation's existence or affect any otherwise valid corporate acts. Meetings of
stockholders shall be held at the principal office of the Corporation or at such other place in the United States as
is set forth from time to time by the Board of Directors.
SECTION 2. Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called
at any time by the President, by the Chairman of the Board of Directors, by a majority of the Board of Directors,
by a majority of the Independent Directors (as defined in Section 1 of Article II hereof), or by stockholders
entitled to cast at least twenty-five percent (25%) of the votes which all stockholders are entitled to cast at the
particular meeting, upon written request addressed to the Secretary and then only as may be required by law.
SECTION 3. Notices. Notice of the annual meeting and of any special meeting of stockholders shall, at least ten
days but not more than ninety days prior to the date thereof, be given to each stockholder entitled to vote thereat
and each other stockholder entitled to notice of the meeting. Notice is given to a stockholder when it is personally
delivered to it, left at its residence or usual place of business, or mailed to it at its address as it appears on the
records of the Corporation. Notwithstanding the