CERTIFICATION

OF

FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED BYLAWS

OF

COMMERCIAL NET LEASE REALTY, INC.

I, Julian E. Whitehurst, certify that I am the Executive Vice President, Chief Operating Officer and Secretary of Commercial Net Lease Realty, Inc., a Maryland corporation (the “Corporation”), that I am duly authorized to make and deliver this certification, and that the attached Exhibit A reflects a true and correct copy of the First Amendment to the Third Amended and Restated Bylaws of the Corporation adopted by the Corporation’s Board of Directors on April 28, 2006, and effective as of May 1, 2006.

Dated: April 28, 2006

EXHIBIT A

FIRST AMENDMENT TO THE

THIRD AMENDED AND RESTATED BYLAWS OF

COMMERCIAL NET LEASE REALTY, INC.

1. This First Amendment to the Third Amended and Restated Bylaws of Commercial Net Lease Realty, Inc. (the “Bylaws”) shall be effective as of May 1, 2006.

2. Article I, Section 1. is hereby amended by striking the first sentence and inserting in lieu thereof the following:

“The registered office of National Retail Properties, Inc. (the “Corporation”) shall be 300 East Lombard Street, Baltimore, Maryland 21202.”

3. All references in the Bylaws to the “Corporation” shall mean National Retail Properties, Inc.

IN WITNESS WHEREOF, this First Amendment is executed as of the 28th day of April, 2006.