CHIMERA INVESTMENT CORPORATION

ARTICLES OF AMENDMENT

Chimera Investment Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

          FIRST: The charter of the Corporation is hereby amended by deleting the existing Section 6.1 in its entirety and adding a new Section 6.1 to read as follows:

          SECOND: The board of directors of the Corporation, with the approval of a majority of the directors and without any action by the stockholders of the Corporation, may amend the charter of the Corporation from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue. The amendment of the charter of the Corporation as set forth above has been duly advised and approved by the board of directors of the Corporation as required by law.

          THIRD: The amendment is limited to a change expressly authorized by § 2-105(a)(12) of the Maryland General Corporation Law to be made without action by the stockholders.

          FOURTH: Immediately prior to the amendment to the charter, the Corporation had the authority to issue 550,000,000 shares of capital stock, par value $0.01 per share, amounting to aggregate par value of $5,500,000, of which 500,000,000 shares were classified as “Common Stock,” par value $0.01 per share, and 50,000,000 shares were classified as “Preferred Stock,” par value $0.01 per share. Following the amendment to the charter, the Corporation will have the authority to issue 1,100,000,000 shares of capital stock, par value $0.01 per share, amounting to aggregate par value of $11,000,000, of which 1,000,000,000 shares are classified as “Common Stock,” par value $0.01 per share, and 100,000,000 shares are classified as “Preferred Stock,” par value $0.01 per share.

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