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                                                                    Exhibit 4.12

                             CABOT INDUSTRIAL TRUST

                             ARTICLES SUPPLEMENTARY

                                 200,000 SHARES

             8.375% SERIES E CUMULATIVE REDEEMABLE PREFERRED SHARES

      Cabot Industrial Trust, a Maryland real estate investment trust (the
"Company"), hereby certifies to the State Department of Assessments and Taxation
of Maryland (the "Department") that:

            FIRST: Under a power contained in Article 2, Section 1 of the
      Amended and Restated Declaration of Trust of the Company, filed with, and
      accepted for record by, the State Department of Assessments and Taxation
      of Maryland (the "SDAT") on January 26, 1998, as supplemented by Articles
      Supplementaries filed with, and accepted for record by, the SDAT
      respectively on July 10, 1998, April 29, 1999, September 3, 1999 and
      September 27, 1999 and as corrected by that certain Certificate of
      Correction filed with, and accepted for record by, the SDAT on October 12,
      1999 (collectively, as supplemented and corrected, the "Charter"), the
      Board of Trustees of the Company, as required by Section 8-203(b) of the
      Corporations and Associations Article of the Annotated Code of Maryland,
      has unanimously adopted resolutions classifying and designating 200,000
      unissued shares of beneficial interest (the "Shares") as 8.375% Series E
      Cumulative Redeemable Preferred Shares, with the following preferences,
      conversion and other rights, voting powers, restrictions, limitations as
      to dividends and other distributions, qualifications and terms and
      conditions of redemption, and other terms and conditions, which upon any
      restatement of the Charter shall be made part of Article 2 of the Charter,
      with any necessary or appropriate changes to the enumeration and lettering
      thereof:

            SECOND: The following is a description of the 8.375% Series E
      Cumulative Redeemable Preferred Shares, including the preferences,
      conversion and other rights, voting powers, restrictions, limitations as
      to dividends, qualifications and terms and conditions of redemption
      thereof:

             8.375% SERIES E CUMULATIVE REDEEMABLE PREFERRED SHARES

                  Section 1. Designation and Number. A series of preferred
            shares, designated the "8.375% Series E Cumulative Redeemable
            Preferred Shares" (the "Series E Preferred Shares") is hereby
            established. The number of shares of Series E Preferred Shares shall
            be 200,000.
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                  Section 2. Rank. The Series E Preferred Shares shall, with
            respect to distributions and rights upon voluntary or involuntary
            liquidation, winding-up or dissolution of the Company, rank senior
            to all classes or series of common Shares and to all classes or
            series of equity securities of the Company now or hereafter
            authorized, issued or outstanding, other than any class or series of
            equity securities of the Company expressly designated as ranking on
            a parity with or senior to the Series E Preferred Shares as to
            distributions and rights upon voluntary or involuntary liquidation,
            winding-up or dissolution of the Company. For purposes of these
            Articles Supplementary, the term "Series E Parity Preferred Shares"
            shall be used to refer to the Series B Cumulative Redeemable Shares
            (authorized pursuant to that certain Articles Supplementary filed
            with the SDAT on April 29, 1999), the Series C Cumulative Redeemable
            Preferred Shares (authorized pursuant to that certain Articles
            Supplementary filed with the SDAT on September 3, 1999), the Series
            D Cumulative Redeemable Preferred Shares (authorized pursuant to
            that certain Articles Supplementary filed with the SDAT on September
            27, 1999) and any class or series of equity securities of the
            Company now or hereafter authorized, issued or outstanding expressly
            designated by the Company to rank on a parity with Series E
            Preferred Shares with respect to distributions and rights upon
            voluntary or involuntary liquidation, winding-up or dissolution of
            the Company. The term "equity securities" does not include debt
            securities, which will rank senior to the Series E Preferred Shares
            prior to conversion.

                  Section 3. Distributions.

                        (a) Payment of Distributions. Subject to the rights of
                  holders of Series E Parity Preferred Shares and holders of
                  equity securities ranking senior to the Series E Preferred
                  Shares as to payment of distributions, holders of Series E
                  Preferred Shares will be entitled to receive, when, as and if
                  declared by the Board of Trustees of the Company, out of funds
                  legally available for the payment of distributions, cumulative
                  preferential cash distributions at the rate per annum of
                  8.375% of the $50 liquidation preference per Series E
                  Preferred Share. Such distributions shall be cumulative, shall
                  accrue from the original date of issuance and will be payable
                  (i) quarterly in arrears, on March 31, June 30, September 30
                  and December 31 of each year commencing on the first of such
                  dates to occur after the original date of issuance and, (ii)
                  in the event of a redemption, on the redemption date (each a
                  "Series E Preferred Shares Distribution Payment Date"). The
                  amount of the distribution payable for any period will be
                  computed on the basis of a 360-day year of twelve 30-day
                  months and for any period shorter than a full quarterly period
                  for which distributions are computed, the amount of the
                  distribution payable will be computed on the basis of the
                  actual number of days elapsed in such period. If any date on
                  which distributions are to be made on the Series E Preferred
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                  Shares is not a Business Day (as defined herein), then payment
                  of the distribution to be made on such date will be made on
                  the next succeeding day that is a Business Day (and without
                  any interest or other payment in respect of any such delay)
                  except that, if such Business Day is in the next succeeding
                  calendar year, such payment shall be made on the immediately
                  preceding Business Day, in each case with the same force and
                  effect as if made on such date. Distributions on the Series E
                  Preferred Shares will be made to the holders of record of the
                  Series E Preferred Shares on the relevant record dates, which,
                  unless otherwise provided by the Company with respect to any
                  distribution, will be fifteen (15) Business Days prior to the
                  relevant Series E Preferred Shares Distribution Payment Date
                  (each a "Series E Distribution Record Date"). Notwithstanding
                  anything to the contrary set forth herein, each Series E
                  Preferred Share shall also continue to accrue all accrued and
                  unpaid distributions up to the exchange date on any Series E
                  Preferred Unit (as defined in the Second Amended and Restated
                  Agreement of Limited Partnership of Cabot Industrial
                  Properties, L.P., dated as of February 4, 1998 (the
                  "Partnership Agreement"), as amended through the date hereof)
                  validly exchanged into such Series E Preferred Share in
                  accordance with the provisions of such Partnership Agreement.

                        The term "Business Day" shall mean each day, other than
                  a Saturday or a Sunday, which is not a day on which banking
                  institutions in New York, New York are authorized or required
                  by law, regulation or executive order to close.

                        (b) Limitation on Distributions. No distributions on the
                  Series E Preferred Shares shall be declared or paid or set
                  apart for payment by the Company at such time as the terms and
                  provisions of any agreement of the Company, including any
                  agreement relating to its indebtedness, prohibits such
                  declaration, payment or setting apart for payment or provides
                  that such declaration, payment or setting apart for payment
                  would constitute a breach thereof or a default thereunder, or
                  if such declaration, payment or setting apart for payment
                  shall be restricted or prohibited by law.

                        (c) Distributions Cumulative. Notwithstanding the
                  foregoing, distributions on the Series E Preferred Shares will
                  accrue whether or not the terms and provisions set forth in
                  Section 3(b) hereof at any time prohibit the current payment
                  of distributions, whether or not the Company has earnings,
                  whether or not there are funds legally available for the
                  payment of such distributions and whether or not such
                  distributions are authorized or declared. Accrued but unpaid
                  distributions on the Series E Preferred Shares will accumulate
                  as of the Series E Preferred Shares Distribution Payment Date
                  on which they first become payable. Accumulated and unpaid
                  distributions will not bear interest.
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                        (d) Priority as to Distributions.

                              (i) So long as any Series E Preferred Shares are
                        outstanding, no distribution of cash or other property
                        shall be authorized, declared, paid or set apart for
                        payment on or with respect to any class or series of
                        common Shares or any class or series of other Shares of
                        the Company ranking junior as to the payment of
                        distributions or rights upon voluntary or involuntary
                        dissolution, liquidation or winding up of the Company to
                        the Series E Preferred Shares (such common Shares or
                        other junior Shares, including, without limitation
                        Series A Junior Participating Preferred Shares
                        authorized pursuant to Articles Supplementary filed with
                        the Department on July 10, 1998 collectively, "Shares
                        Junior to Series E"), nor shall any cash or other
                        property be set aside for or applied to the purchase,
                        redemption or other acquisition for consideration of any
                        Series E Preferred Shares, any Series E Parity Preferred
                        Shares or any Shares Junior to Series E, unless, in each
                        case, all distributions accumulated on all Series E
                        Preferred Shares and all classes and series of
                        outstanding Series E Parity Preferred Shares have been
                        paid in full. The foregoing sentence will not prohibit
                        (i) distributions payable solely in Shares of the
                        Company ranking junior to the Series E Preferred Shares
                        as to distributions and upon liquidation, winding-up or
                        dissolution, (ii) the conversion of Shares Junior to
                        Series E or Series E Parity Preferred Shares into Shares
                        of the Company ranking junior to the Series E Preferred
                        Shares as to distributions and upon liquidation,
                        winding-up or dissolution, and (iii) purchase by the
                        Company of such Series E Preferred Shares, Series E
                        Parity Preferred Shares or Shares Junior to Series E
                        pursuant to Article 3 of the Charter to the extent
                        required to preserve the Company's status as a real
                        estate investment trust.

                              (ii) So long as distributions have not been paid
                        in full (or a sum sufficient for such full payment is
                        not irrevocably deposited in trust for payment) upon the
                        Series E Preferred Shares, all distributions authorized
                        and declared on the Series E Preferred Shares and all
                        classes or series of outstanding Series E Parity
                        Preferred Shares shall be authorized and declared so
                        that the amount of distributions authorized and declared
                        per share of Series E Preferred Shares and such other
                        classes or series of Series E Parity Preferred Shares
                        shall in all cases bear to each other the same ratio
                        that accrued distributions per share on the Series E
                        Preferred Shares and such other classes or series of
                        Series E Parity Preferred Shares (which shall not
                        include any accumulation in
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                        respect of unpaid distributions for prior distribution
                        periods if such class or series of Series E Parity
                        Preferred Shares do not have cumulative distribution
                        rights) bear to each other.

                        (e) No Further Rights. Holders of Series E Preferred
                  Shares shall not be entitled to any distributions, whether
                  payable in cash, other property or otherwise, in excess of the
                  full cumulative distributions described herein.

                  Section 4. Liquidation Preference.

                        (a) Payment of Liquidation Distributions. Subject to the
                  rights of holders of Series E Parity Preferred Shares and
                  subject to equity securities ranking senior to the Series E
                  Preferred Shares with respect to rights upon any voluntary or
                  involuntary liquidation, dissolution or winding-up of the
                  Company, the holders of Series E Preferred Shares shall be
                  entitled to receive out of the assets of the Company legally
                  available for distribution or the proceeds thereof, after
                  payment or provision for debts and other liabilities of the
                  Company, but before any payment or distributions of the assets
                  shall be made to holders of common Shares or any other class
                  or series of shares of the Company that ranks junior to the
                  Series E Preferred Shares as to rights upon liquidation,
                  dissolution or winding-up of the Company, an amount equal to
                  the sum of (i) a liquidation preference of $50 per Series E
                  Preferred Share, and (ii) an amount equal to any accumulated
                  and unpaid distributions thereon, whether or not declared, to
                  the date of payment. In the event that, upon such voluntary or
                  involuntary liquidation, dissolution or winding-up, there are
                  insufficient assets to permit full payment of liquidating
                  distributions to the holders of Series E Preferred Shares and
                  any Series E Parity Preferred Shares, all payments of
                  liquidating distributions on the Series E Preferred Shares and
                  such Series E Parity Preferred Shares shall be made so that
                  the payments on the Series E Preferred Shares and such Series
                  E Parity Preferred Shares shall in all cases bear to each
                  other the same ratio that the respective rights of the Series
                  E Preferred Shares and such other Series E Parity Preferred
                  Shares (which shall not include any accumulation in respect of
                  unpaid distributions for prior distribution periods if such
                  Series E Parity Preferred Shares do not have cumulative
                  distribution rights) upon liquidation, dissolution or
                  winding-up of the Company bear to each other.

                        (b) Notice. Written notice of any such voluntary or
                  involuntary liquidation, dissolution or winding-up of the
                  Company, stating the payment date or dates when, and the place
                  or places where, the amounts distributable in such
                  circumstances shall be payable, shall be given by (i) fax and
                  (ii) by first class mail, postage pre-paid, not less than
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                  thirty (30) and not more than sixty (60) days prior to the
                  payment date stated therein, to each record holder of the
                  Series E Preferred Shares at the respective addresses of such
                  holders as the same shall appear on the share transfer records
                  of the Company.

                        (c) No Further Rights. After payment of the full amount
                  of the liquidating distributions to which they are entitled,
                  the holders of Series E Preferred Shares will have no right or
                  claim to any of the remaining assets of the Company.

                        (d) Consolidation, Merger or Certain Other Transactions.
                  The voluntary sale, conveyance, lease, exchange or transfer
                  (for cash, shares of stock, securities or other consideration)
                  of all or substantially all of the property or assets of the
                  Company to, or the consolidation or merger or other business
                  combination of the Company with or into any corporation, trust
                  or other entity (or of any corporation, trust or other entity
                  with or into the Company) shall not be deemed to constitute a
                  liquidation, dissolution or winding-up of the Company.

                  Section 5. Optional Redemption.

                        (a) Right of Optional Redemption. The Series E Preferred
                  Shares may not be redeemed prior to December 9, 2004. On or
                  after such date, the Company shall have the right to redeem
                  the Series E Preferred Shares, in whole or in part, at any
                  time or from time to time, upon not less than thirty (30) nor
                  more than sixty (60) days' written notice, at a redemption
                  price, payable in cash, equal to $50 per share of Series E
                  Preferred Shares plus accumulated and unpaid distributions,
                  whether or not declared, to the date of redemption. If fewer
                  than all of the outstanding Series E Preferred Shares are to
                  be redeemed, the Series E Preferred Shares to be redeemed
                  shall be selected pro rata (as nearly as practicable without
                  creating fractional shares).

                        (b) Limitation on Redemption. The Company may not redeem
                  fewer than all of the outstanding shares of Series E Preferred
                  Shares unless all accumulated and unpaid distributions have
                  been paid on all outstanding Series E Preferred Shares for all
                  quarterly distribution periods terminating on or prior to the
                  date of redemption.

                        (c) Procedures for Redemption.

                              (i) Notice of redemption will be (i) faxed, and
                        (ii) mailed by the Company, postage prepaid, not less
                        than thirty (30) nor more than sixty (60) days prior to
                        the redemption date, addressed to the respective holders
                        of record of the Series E
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                        Preferred Shares to be redeemed at their respective
                        addresses as they appear on the transfer records of the
                        Company. No failure to give or defect in such notice
                        shall affect the validity of the proceedings for the
                        redemption of any Series E Preferred Shares except as to
                        the holder to whom such notice was defective or not
                        given. In addition to any information required by law or
                        by the applicable rules of any exchange upon which the
                        Series E Preferred Shares may be listed or admitted to
                        trading, each such notice shall state: (i) the
                        redemption date, (ii) the redemption price, (iii) the
                        number of Series E Preferred Shares to be redeemed, (iv)
                        the place or places where such Series E Preferred Shares
                        are to be surrendered for payment of the redemption
                        price, (v) that distributions on the Series E Preferred
                        Shares to be redeemed will cease to accumulate on such
                        redemption date and (vi) that payment of the redemption
                        price and any accumulated and unpaid distributions will
                        be made upon presentation and surrender of such Series E
                        Preferred Shares. If fewer than all of the Series E
                        Preferred Shares held by any holder are to be redeemed,
                        the notice mailed to such holder shall also specify the
                        number of Series E Preferred Shares held by such holder
                        to be redeemed.

                              (ii) If the Company gives a notice of redemption
                        in respect of Series E Preferred Shares (which notice
                        will be irrevocable) then, by 12:00 noon, New York City
                        time, on the redemption date, the Company will deposit
                        irrevocably in trust for the benefit of the holders of
                        the Series E Preferred Shares being redeemed, funds
                        sufficient to pay the applicable redemption price, plus
                        any accumulated and unpaid distributions, whether or not
                        declared, if any, on such shares to the date fixed for
                        redemption, without interest, and will give irrevocable
                        instructions and authority to pay such redemption price
                        and any accumulated and unpaid distributions, whether or
                        not declared, if any, on such shares to the holders of
                        the Series E Preferred Shares upon surrender of the
                        certificates for the Series E Preferred Shares by such
                        holders at the place designated in the notice of
                        redemption. If fewer than all Series E Preferred Shares
                        evidenced by any certificate are being redeemed, a new
                        certificate shall be issued upon surrender of the
                        certificate evidencing all Series E Preferred Shares,
                        evidencing the unredeemed Series E Preferred Shares
                        without cost to the holder thereof. On and after the
                        date of redemption, distributions will cease to
                        accumulate on the Series E Preferred Shares or portions
                        thereof called for redemption, unless the Company
                        defaults in the payment thereof If any date fixed for
                        redemption of Series E Preferred Shares is not a
                        Business Day, then payment of the redemption price
                        payable on such date will be
<PAGE>

                        made on the next succeeding day that is a Business Day
                        (and without any interest or other payment in respect of
                        any such delay) except that, if such Business Day falls
                        in the next calendar year, such payment will be made on
                        the immediately preceding Business Day, in each case
                        with the same force and effect as if made on such date
                        fixed for redemption. If payment of the redemption price
                        or any accumulated or unpaid distributions in respect of
                        the Series E Preferred Shares is improperly withheld or
                        refused and not paid by the Company, distributions on
                        such Series E Preferred Shares will continue to
                        accumulate from the original redemption date to the date
                        of payment, in which case the actual payment date will
                        be considered the date fixed for redemption for purposes
                        of calculating the applicable redemption price and any
                        accumulated and unpaid distributions.

                        (e) Status of Redeemed Shares. Any Series E Preferred
                  Shares that shall at any time have been redeemed shall after
                  such redemption, have the status of authorized but unissued
                  Shares, without designation as to class or series until such
                  shares are once more designated as part of a particular class
                  or series by the Board.

                  Section 6. Voting Rights.

                        (a) General. Holders of the Series E Preferred Shares
                  will not have any voting rights, except as set forth below.

                        (b) Right to Elect Trustees.

                              (i) If at any time full distributions shall not
                        have been timely made on any Series E Preferred Shares
                        with respect to any six (6) prior quarterly distribution
                        periods, whether or not consecutive, (a "Preferred
                        Distribution Default"), the holders of such Series E
                        Preferred Shares, voting together as a single class with
                        the holders of each class or series of Series E Parity
                        Preferred Shares upon which like voting rights have been
                        conferred and are exercisable, will have the right to
                        elect two additional Trustees to serve on the Company's
                        Board (the "Series E Preferred Shares Trustees") at a
                        special meeting called by the holders of record of at
                        least 10% of the outstanding Series E Preferred Shares
                        or any such class or series of Series E Parity Preferred
                        Shares or at the next annual meeting of Shareholders,
                        and at each subsequent annual meeting of Shareholders or
                        special meeting for the election of Trustees held in
                        place thereof, until all such distributions in arrears
                        and distributions for the current quarterly period on
                        the Series E Preferred Shares and each such class or
                        series of Series E
<PAGE>

                        Parity Preferred Shares have been paid in full.

                              (ii) At any time when such voting rights shall
                        have vested, a proper officer of the Company shall call
                        or cause to be called, upon written request of holders
                        of record of at least 10% of the outstanding Series E
                        Preferred Shares, a special meeting of the holders of
                        Series E Preferred Shares and all the series of Series E
                        Parity Preferred Shares upon which like voting rights
                        have been conferred and are exercisable (collectively,
                        the "Series E Parity Securities") by mailing or causing
                        to be mailed to such holders a notice of such special
                        meeting to be held not less than ten and not more than
                        45 days after the date such notice is given. The record
                        date for determining holders of the Series E Parity
                        Securities entitled to notice of and to vote at such
                        special meeting will be the close of business on the
                        third Business Day preceding the day on which such
                        notice is mailed. At any such special meeting, all of
                        the holders of the Series E Parity Securities, by
                        plurality vote, voting together as a single class
                        without regard to series will be entitled to elect two
                        Trustees on the basis of one vote per $25.00 of
                        liquidation preference to which such Series E Parity
                        Securities are entitled by their terms (excluding
                        amounts in respect of accumulated and unpaid dividends)
                        and not cumulatively. The holder or holders of one-third
                        of the Series E Parity Securities then outstanding,
                        present in person or by proxy, will constitute a quorum
                        for the election of the Series F Preferred Shares
                        Trustees except as otherwise provided by law. Notice of
                        all meetings at which holders of the Series E Preferred
                        Shares shall be entitled to vote will be given to such
                        holders at their addresses as they appear in the
                        transfer records. At any such meeting or adjournment
                        thereof in the absence of a quorum, subject to the
                        provisions of any applicable law, a majority of the
                        holders of the Series F Parity Securities present in
                        person or by proxy shall have the power to adjourn the
                        meeting for the election of the Series E Preferred
                        Shares Trustees, without notice other than an
                        announcement at the meeting, until a quorum is present.
                        If a Series E Preferred Distribution Default shall
                        terminate after the notice of a special meeting has been
                        given but before such special meeting has been held, the
                        Company shall, as soon as practicable after such
                        termination, mail or cause to be mailed notice of such
                        termination to holders of the Series E Preferred Shares
                        that would have been entitled to vote at such special
                        meeting.

                              (iii) If and when all accumulated distributions
                        and the distributions for the current distribution
                        period on the Series E Preferred Shares shall have been
                        paid in full or a sum sufficient for
<PAGE>

                        such payment is irrevocably deposited in trust for
                        payment, the holders of the Series E Preferred Shares
                        shall be divested of the voting rights set forth in this
                        Section 6(b) herein (subject to revesting in the event
                        of each and every Series E Preferred Distribution
                        Default) and, if all distributions in arrears and the
                        distributions for the current distribution period have
                        been paid in full or set aside for payment in full on
                        all other classes or series of Series E Parity Preferred
                        Shares upon which like voting rights have been conferred
                        and are exercisable, the term and office of each Series
                        E Preferred Shares Trustee so elected shall terminate.
                        Any Series E Preferred Shares Trustee may be removed at
                        any time with or without cause by the vote of, and shall
                        not be removed otherwise than by the vote of, the
                        holders of record of a majority of the outstanding
                        Series E Parity Securities when they have the voting
                        rights set forth in this Section 6(b). So long as a
                        Series E Preferred Distribution Default shall continue,
                        any vacancy in the office of a Series E Preferred Shares
                        Trustee may be filled by written consent of the Series E
                        Preferred Shares Trustee remaining in office, or if none
                        remains in office, by a vote of the holders of record of
                        a majority of the outstanding Series E Parity Securities
                        when they have the voting rights set forth in this
                        Section 6(b). The Series E Preferred Shares Trustees
                        shall each be entitled to one vote per trustee on any
                        matter.

                        (c) Certain Voting Rights. So long as any Series E
                  Preferred Shares remain outstanding, the Company shall not,
                  without the affirmative vote of the holders of at least
                  two-thirds of the Series E Preferred Shares outstanding at the
                  time (i) designate or create, or increase the authorized or
                  issued amount of, any class or series of shares ranking senior
                  to the Series E Preferred Shares with respect to payment of
                  distributions or rights upon liquidation, dissolution or
                  winding-up of the Company or reclassify any authorized shares
                  of the Company into any such shares, or create, authorize or
                  issue any obligations or security convertible into or
                  evidencing the right to purchase any such shares, (ii)
                  designate or create, or increase the authorized or issued
                  amount of, any Series F Parity Preferred Shares or reclassify
                  any authorized shares of the Company into any such shares, or
                  create, authorize or issue any obligations or security
                  convertible into or evidencing the right to purchase any such
                  shares, but only to the extent such Series E Parity Preferred
                  Shares are issued to an affiliate of the Company, or (iii)
                  either (A) consolidate, merge into or with, or convey,
                  transfer or lease its assets substantially as an entirety, to
                  any corporation or other entity, or (B) amend, alter or repeal
                  the provisions of the Company's Charter (including these
                  Articles Supplementary) or By-laws, whether by merger,
                  consolidation or otherwise, in each case that would materially
                  and adversely affect the powers, special rights,
<PAGE>

                  preferences, privileges or voting power of the Series E
                  Preferred Shares or the holders thereof; provided, however,
                  that with respect to the occurrence of a merger, consolidation
                  or a sale or lease of all or substantially all of the
                  Company's assets as an entirety, so long as (a) the Company is
                  the surviving entity and the Series E Preferred Shares remain
                  outstanding with the terms thereof unchanged, or (b) the
                  resulting, surviving or transferee entity is a corporation
                  organized under the laws of any state and substitutes the
                  Series E Preferred Shares for other preferred Shares having
                  substantially the same terms and same rights as the Series E
                  Preferred Shares, including with respect to distributions,
                  voting rights and rights upon liquidation, dissolution or
                  winding-up of the Company, then the occurrence of any such
                  event shall not be deemed to materially and adversely affect
                  such rights, privileges or voting powers of the holders of the
                  Series E Preferred Shares and no vote of the Series E
                  Preferred Shares shall be required; and provided further that
                  any increase in the amount of authorized Shares or the
                  creation or issuance of any other class or series of Shares,
                  or any increase in an amount of authorized shares of each
                  class or series, in each case ranking either (a) junior to the
                  Series E Preferred Shares with respect to payment of
                  distributions and the distribution of assets upon liquidation,
                  dissolution or winding-up of the Company, or (b) on a parity
                  with the Series E Preferred Shares with respect to payment of
                  distributions or the distribution of assets upon liquidation,
                  dissolution or winding-up of the Company to the extent such
                  Shares are not issued to an affiliate of the Company, shall
                  not be deemed to materially and adversely affect such rights,
                  preferences, privileges or voting powers and no vote of the
                  Series E Preferred Shares shall be required.

                  Section 7. Transfer Restrictions. The Series E Preferred
            Shares shall be subject to the provisions of Article 3 of the
            Charter; provided, however, in no event shall the Ownership Limit
            with respect to the Series E Preferred Shares (as defined in the
            Charter) be decreased pursuant to Section 10 of Article 3 of the
            Charter or otherwise (other than a decrease as a result of a
            retroactive change in existing law that would require a decrease to
            retain real estate investment trust status under the Internal
            Revenue Code of 1986, as amended).

                  Section 8. No Conversion Rights. The holders of the Series E
            Preferred Shares shall not have any rights to convert such shares
            into shares of any other class or series of Shares or into any other
            securities of, or interest in, the Company.

                  Section 9. No Sinking Fund. No sinking fund shall be
            established for the retirement or redemption of Series E Preferred
            Shares.

                  Section 10. No Preemptive Rights. No holder of the Series E
            Preferred Shares of the Company shall, as such holder, have any
            preemptive rights
<PAGE>

            to purchase or subscribe for additional Shares of the Company or any
            other security of the Company which it may issue or sell.

            THIRD: The Series E Preferred Shares have been classified and
      designated by the Board under the authority contained in the Charter.

            FOURTH: These Articles Supplementary have been approved by the Board
      in the manner and by the vote required by law.

            FIFTH: The undersigned President of the Company acknowledges these
      Articles Supplementary to be the corporate act of the Company and, as to
      all matters or facts required to be verified under oath, the undersigned
      President acknowledges that to the best of his knowledge, information and
      belief, these matters and facts are true in all material respects and that
      this statement is made under the penalties for perjury.


                        (signature appears on next page)
<PAGE>

      In witness whereof, the Company has caused these Articles Supplementary to
be executed under seal in its name and on its behalf by its President and
attested to by its Secretary on this 9th day of December, 1999.

                                          CABOT INDUSTRIAL TRUST


                                                                        By:
                                          Name:
                                          Title:

      [SEAL]

      ATTEST:


      Name:
      Title: Secretary