<PAGE>

                                                                    Exhibit 10.3


                                    EXHIBIT B

                           FORM OF CHARTER AMENDMENTS

<PAGE>
                                                                       EXHIBIT B


                      ARTICLES OF AMENDMENT AND RESTATEMENT
                                       OF
                           CNL HOTELS & RESORTS, INC.

      CNL Hotels & Resorts, Inc., a Maryland corporation having its principal
office at 300 East Lombard Street, Baltimore, Maryland 21202 (hereinafter, the
"Company"), hereby certifies to the State Department of Assessments and Taxation
of Maryland, that:

      FIRST:  The Company desires to amend and restate its charter as
currently in effect.

      SECOND:  The provisions of the charter now in effect and as amended
hereby in accordance with the Maryland General Corporation Law (the "MGCL"),
are as follows:

                      ARTICLES OF AMENDMENT AND RESTATEMENT
                                       OF
                           CNL HOTELS & RESORTS, INC.

                                * * * * * * * * *

                                    ARTICLE I

                            THE COMPANY; DEFINITIONS

      SECTION 1.1 Name.  The name of the corporation (the "Company") is:

                          CNL Hotels & Resorts, Inc.

      SECTION 1.2 Resident Agent. The name and address of the resident agent of
the Company in the State of Maryland is The Corporation Trust Incorporated, 300
East Lombard Street, Baltimore, Maryland 21202. The resident agent is a Maryland
corporation. The Company's principal office address in the State of Maryland is
c/o The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore,
Maryland 21202. The Company may also have such other offices or places of
business within or without the State of Maryland as the Board of Directors may
from time to time determine.

      SECTION 1.3 Nature of Company.  The Company is a Maryland corporation
within the meaning of the MGCL.

      SECTION 1.4 Purposes. The purposes for which the Company is formed are to
engage in any lawful act or activity for which corporations may be organized
under the laws of the State of Maryland as now or hereafter permitted by such
laws including, but not limited to, the following: (i) to acquire, hold, own,
develop, construct, improve, maintain, operate, sell, lease, transfer, encumber,
convey, exchange and otherwise dispose of, deal with or invest in real and
personal property; (ii) to engage in the business of offering financing,
including mortgage financing secured by Real Property; and (iii) to enter into
any partnership, Joint Venture or other similar arrangement to engage in any of
the foregoing.

      SECTION 1.5 Definitions. As used in the Charter, the following terms shall
have the following meanings unless the context otherwise requires (certain other
terms used in Article V hereof are defined in Section 5.6(a) hereof):
<PAGE>
      An "Affiliate" of, or a Person "Affiliated" with, a specified Person, is a
Person that directly, or indirectly through one or more intermediaries, controls
or is controlled by, or is under common control with, the Person specified.

      "Bylaws" means the bylaws of the Company, as the same are in effect and
may be amended from time to time.

      "Charter" means these Articles of Amendment and Restatement, as amended
and supplemented from time to time.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor statute thereto.

      "Common Shares" means the common stock, par value $0.01 per share, of the
Company that may be issued from time to time in accordance with the terms of the
Charter and applicable law, as described in Section 5.2(b) hereof.

      "Company Property" or "Assets" means any and all Properties, Loans and
other Permitted Investments of the Company, real, personal or otherwise,
tangible or intangible, which are transferred or conveyed to the Company
(including all rents, income, profits and gains therefrom), which are owned or
held by, or for the account of, the Company.

      "Directors," "Board of Directors" or "Board" means, collectively, the
individuals named in Section 2.3 of the Charter so long as they continue in
office and all other individuals who have been duly elected and qualify as
directors of the Company hereunder.

      "Distributions" means any distribution of money or other property,
pursuant to Section 5.2(d) hereof, by the Company to owners of Equity Shares,
including distributions that may constitute a return of capital for federal
income tax purposes.

      "Equity Shares" means shares of capital stock of the Company of any class
or series (other than Excess Shares). The use of the term "Equity Shares" or any
term defined by reference to the term "Equity Shares" shall refer to the
particular class or series of capital stock of the Company which is appropriate
under the context.

      "Excess Shares" means the excess stock, par value $0.01 per share, of the
Company, as described in Section 5.7 hereof.

      "Joint Ventures" means those joint venture or general partnership
arrangements in which the Company is a co-venturer or general partner which are
established to acquire Properties and/or make Loans or other Permitted
Investments.

      "Listing" means the listing of the Common Shares of the Company on a
national securities exchange or over-the-counter market.

      "Loans" means mortgage loans and other types of debt financing provided by
the Company.

      "MGCL" means the Maryland General Corporation Law as contained in Titles 1
through 3 of the Corporations and Associations Article of the Annotated Code of
Maryland.


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      "Mortgages" means mortgages, deeds of trust or other security interests on
or applicable to Real Property.

      "Net Sales Proceeds" means in the case of a transaction described in
clause (i)(A) of the definition of Sale, the proceeds of any such transaction
less the amount of all real estate commissions and closing costs paid by the
Company. In the case of a transaction described in clause (i)(B) of such
definition, Net Sales Proceeds means the proceeds of any such transaction less
the amount of any legal and other selling expenses incurred in connection with
such transaction. In the case of a transaction described in clause (i)(C) of
such definition, Net Sales Proceeds means the proceeds of any such transaction
actually distributed to the Company from the Joint Venture. In the case of a
transaction or series of transactions described in clause (i)(D) of the
definition of Sale, Net Sales Proceeds means the proceeds of any such
transaction less the amount of all commissions and closing costs paid by the
Company. In the case of a transaction described in clause (ii) of the definition
of Sale, Net Sales Proceeds means the proceeds of such transaction or series of
transactions less all amounts generated thereby and reinvested in one or more
Properties within one hundred eighty (180) days thereafter and less the amount
of any real estate commissions, closing costs, and legal and other selling
expenses incurred by or allocated to the Company in connection with such
transaction or series of transactions. Net Sales Proceeds shall also include, in
the case of any lease of a Property consisting of a building only, any amounts
from tenants, borrowers or lessees that the Company determines, in its
discretion, to be economically equivalent to the proceeds of a Sale. Net Sales
Proceeds shall not include, as determined by the Company in its sole discretion,
any amounts reinvested in one or more Properties or other assets, to repay
outstanding indebtedness, or to establish reserves.

      "NYSE" means the New York Stock Exchange.

      "Permitted Investments" means all investments that the Company may make or
acquire pursuant to the Charter and the Bylaws.

      "Person" means an individual, corporation, partnership, estate, trust
(including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a
portion of a trust permanently set aside for or to be used exclusively for the
purposes described in Section 642(c) of the Code, association, private
foundation within the meaning of Section 509(a) of the Code, joint stock company
or other entity, or any government or any agency or political subdivision
thereof, and also includes a group as that term is used for purposes of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), but does not include an underwriter that participates in a public
offering of Equity Shares for a period of sixty (60) days following the initial
purchase by such underwriter of such Equity Shares in such public offering,
provided that the foregoing exclusion shall apply only if the ownership of such
Equity Shares by an underwriter would not cause the Company to fail to qualify
as a REIT by reason of being "closely held" within the meaning of Section 856(a)
of the Code or otherwise cause the Company to fail to qualify as a REIT.

      "Preferred Shares" means any class or series of preferred stock, par value
$0.01 per share, of the Company that may be issued from time to time in
accordance with the terms of the Charter and applicable law, as described in
Section 5.3 hereof.

      "Property" or "Properties" means interests in (i) the Real Properties,
including the buildings and equipment located thereon, (ii) the Real Properties
only, or (iii) the buildings only, including equipment located therein; whether
such interest is acquired by the Company, either directly or indirectly through
the acquisition of interests in Joint Ventures, partnerships, or other legal
entities.


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<PAGE>
      "Real Property" or "Real Estate" means land, rights in land (including
leasehold interests), and any buildings, structures, improvements, furnishings,
fixtures and equipment located on or used in connection with land and rights or
interests in land.

      "REIT" means a "real estate investment trust" as defined pursuant to
Sections 856 through 860 of the Code.

      "REIT Provisions of the Code" means Sections 856 through 860 of the Code
and any successor or other provisions of the Code relating to REITs (including
provisions as to the attribution of ownership of beneficial interests therein)
and the regulations promulgated thereunder.

      "Sale" or "Sales" (i) means any transaction or series of transactions
whereby: (A) the Company sells, grants, transfers, conveys or relinquishes its
ownership of any Property or portion thereof, including the lease of any
Property consisting of the building only, and including any event with respect
to any Property which gives rise to a significant amount of insurance proceeds
or condemnation awards; (B) the Company sells, grants, transfers, conveys or
relinquishes its ownership of all or substantially all of the interest of the
Company in any Joint Venture in which it is a co-venturer or partner; (C) any
Joint Venture in which the Company as a co-venturer or partner sells, grants,
transfers, conveys or relinquishes its ownership of any Property or portion
thereof, including any event with respect to any Property which gives rise to
insurance claims or condemnation awards; or (D) the Company sells, grants,
conveys, or relinquishes its interest in any asset or portion thereof, including
any asset which gives rise to a significant amount of insurance proceeds or
similar awards, but (ii) shall not include any transaction or series of
transactions specified in clause (i)(A), (i)(B), or (i)(C) above in which the
proceeds of such transaction or series of transactions are reinvested in one or
more Properties within one hundred eighty (180) days thereafter.

      "Securities" means Equity Shares, Excess Shares, any other stock, shares
or other evidences of equity or beneficial or other interests, voting trust
certificates, bonds, debentures, notes or other evidences of indebtedness,
secured or unsecured, convertible, subordinated or otherwise, or in general any
instruments commonly known as "securities" or any certificates of interest,
shares or participations in, temporary or interim certificates for, receipts
for, guarantees of, or warrants, options or rights to subscribe to, purchase or
acquire, any of the foregoing.

      "Stockholders" means the stockholders of record of any class of the
Company's Equity Shares.

                                   ARTICLE II

                               BOARD OF DIRECTORS

      SECTION 2.1 Number. The number of Directors of the Company initially shall
be nine (9), which number may be increased or decreased from time to time by the
Board of Directors pursuant to the Bylaws or by the affirmative vote of the
holders of at least a majority of the Equity Shares then outstanding and
entitled to vote thereon; provided, however, that the total number of Directors
shall never be less than the minimum number required by the MGCL. No reduction
in the number of Directors shall cause the removal of any Director from office
prior to the expiration of his term. Any vacancy created by an increase in the
number of Directors will be filled, at any regular meeting or at any special
meeting of the Board of Directors called for that purpose, by a majority of the
entire Board of Directors. Any other vacancy will be filled at any regular
meeting or at any special meeting of the Board of Directors called for that
purpose, by a majority of the remaining Directors, whether or not sufficient to
constitute a quorum. For the purposes of voting for Directors, at any annual
meeting or at any special meeting of the


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Stockholders called for that purpose, each Equity Share of stock may be voted
for as many individuals as there are directors to be elected and for whose
election the Equity Share is entitled to be voted.

      SECTION 2.2 Committees.  Subject to the MGCL, the Directors may
establish such committees as they deem appropriate, in their discretion.

      SECTION 2.3 Term; Current Board. Each Director shall hold office for one
(1) year, until the next annual meeting of Stockholders and until his successor
shall have been duly elected and qualify. Directors may be elected to an
unlimited number of successive terms.

      The names of the current Directors who shall serve until the next annual
meeting of Stockholders and until their successors are duly elected and qualify
are:

            James M. Seneff, Jr., Chairman of the Board
            Robert A. Bourne
            Thomas J. Hutchison III
            John A. Griswold
            James Douglas Holladay
            Jack F. Kemp
            Craig M. McAllaster
            Dianna Morgan
            Robert E. Parsons, Jr.

      SECTION 2.4 Resignation and Removal. Any Director may resign by written
notice to the Board of Directors, effective upon execution and delivery to the
Company of such written notice or upon any future date specified in the notice.
A Director may be removed from office at any time, but only for cause, and then
only at a meeting of the Stockholders by the affirmative vote of the holders of
at least two thirds of the Equity Shares then outstanding and entitled to vote
in the election of Directors, subject to the rights of the holders of any
Preferred Shares to elect or remove one or more Directors. For the purpose of
this paragraph, "cause" shall mean, with respect to any particular Director,
conviction of a felony or a final judgment of a court of competent jurisdiction
holding that such Director caused demonstrable, material harm to the Company
through bad faith or active and deliberate dishonesty or gross negligence. The
notice of such meeting shall indicate that the purpose, or one of the purposes,
of such meeting is to determine if a Director should be removed.

                                 ARTICLE III

                             POWERS OF DIRECTORS

      SECTION 3.1 General. Subject to the express limitations herein or in the
Bylaws and to the general standard of care required of directors under the MGCL
and other applicable law, (i) the business and affairs of the Company shall be
managed under the direction of the Board of Directors and (ii) the Board of
Directors shall have full, exclusive and absolute power, control and authority
over the Company Property and over the business of the Company as if they, in
their own right, were the sole owners thereof, except as otherwise limited by
the Charter. The Directors have established the written policies on investments
and borrowing set forth in this Article III and shall monitor the administrative
procedures, investment operations and performance of the Company to assure that
such policies are carried out. The Board of Directors may take any actions that,
in their sole judgment and discretion, are necessary or desirable to conduct the
business of the Company. The Charter shall be construed with a presumption in
favor of the grant of power and authority to the Board of Directors. Any
construction of the Charter or determination made in good faith by the Directors
concerning their powers and authority hereunder shall


                                       5
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be conclusive. The enumeration and definition of particular powers of the Board
of Directors included in this Article III shall in no way be limited or
restricted by reference to or inference from the terms of this or any other
provision of the Charter or construed or deemed by inference or otherwise in any
manner to exclude or limit the powers conferred upon the Board of Directors
under the general laws of the State of Maryland as now or hereafter in force.

      SECTION 3.2 Specific Powers and Authority. Subject only to the express
limitations herein, and in addition to all other powers and authority conferred
by the Charter or by law, the Board of Directors, without any vote, action or
consent by the Stockholders, shall have and may exercise, at any time or times,
in the name of the Company or on its behalf the following powers and
authorities:

            (a) Investments. To invest in, purchase or otherwise acquire and to
hold Company Property of any kind wherever located, or rights or interests
therein or in connection therewith, all without regard to whether such Company
Property, interests or rights are authorized by law for the investment of funds
held by trustees or other fiduciaries, or whether obligations the Company
acquires have a term greater or lesser than the term of office of the Directors
or the possible termination of the Company, for such consideration as the Board
of Directors may deem proper (including cash, property of any kind or Securities
of the Company); provided, however, that the Board of Directors shall take such
actions as they deem necessary and desirable to comply with any requirements of
the MGCL relating to the types of Assets held by the Company.

            (b) REIT Qualification and Termination of Status. The Board of
Directors shall use its reasonable best efforts to cause the Company to continue
to qualify for U.S. federal income tax treatment in accordance with the
provisions of the Code applicable to REITs. In furtherance of the foregoing, the
Board of Directors shall use its reasonable best efforts to take such actions as
are necessary, and may take such actions as it deems desirable (in its sole
discretion) to preserve the status of the Company as a REIT; provided, however,
that in the event that the Board of Directors determines, by vote of at least
two-thirds ( 2/3) of the Directors, that it no longer is in the best interests
of the Company to continue to qualify as a REIT, the Board of Directors, in
accordance with Section 3.2(x) below, may revoke or otherwise terminate the
Company's REIT election pursuant to Section 856(g) of the Code.

            (c) Sale, Disposition and Use of Company Property. Subject to
Section 8.2 hereof, the Board of Directors shall have the authority to sell,
rent, lease, hire, exchange, release, partition, assign, mortgage, grant
security interests in, encumber, negotiate, dedicate, grant easements in and
options with respect to, convey, transfer (including transfers to entities
wholly or partially owned by the Company or the Directors) or otherwise dispose
of any or all of the Company Property by deeds (including deeds in lieu of
foreclosure with or without consideration), trust deeds, assignments, bills of
sale, transfers, leases, Mortgages, financing statements, security agreements
and other instruments for any of such purposes executed and delivered for and on
behalf of the Company or the Board of Directors by one or more of the Directors
or by a duly authorized officer, employee, agent or nominee of the Company, on
such terms as they deem appropriate; to give consents and make contracts
relating to the Company Property and its use or other property or matters; to
develop, improve, manage, use, alter or otherwise deal with the Company
Property; and to rent, lease or hire from others property of any kind; provided,
however, that the Company may not use or apply land for any purposes not
permitted by applicable law.

            (d) Financings. To borrow or, in any other manner, raise money for
the purposes and on the terms they determine, which terms may (i) include
evidencing the same by issuance of Securities of the Company and (ii) have such
provisions as the Board of Directors determines; to guarantee, indemnify or act
as surety with respect to payment or performance of obligations of any Person;
to mortgage, pledge, assign, grant security interests in or otherwise encumber
the Company Property to secure any such Securities of the Company, contracts or
obligations (including guarantees,


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indemnifications and suretyships); and to renew, modify, release, compromise,
extend, consolidate or cancel, in whole or in part, any obligation to or of the
Company or participate in any reorganization of obligors to the Company.

            (e) Lending. To lend money or other Company Property on such terms,
for such purposes and to such Persons as they may determine.

            (f) Issuance of Securities. Subject to the restrictions or
limitations, if any, as may be set forth in the Charter or the Bylaws, to create
and authorize and direct the issuance (on either a pro rata or a non-pro rata
basis) by the Company of shares, units or amounts of one or more types, series
or classes, of Securities of the Company, which may have such preferences,
conversions or other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications, or terms or conditions of
redemption or other rights as the Board of Directors may determine, without vote
of or other action by the Stockholders, to such Persons for such consideration,
at such time or times and in such manner and on such terms as the Board of
Directors determines (or without consideration in the case of a stock split or
stock dividend); to purchase or otherwise acquire, hold, cancel, reissue, sell
and transfer any Securities of the Company; and to acquire Excess Shares from
the Excess Shares Trust pursuant to Section 5.7(j).

            (g) Expenses and Taxes. To pay any charges, expenses or liabilities
necessary or desirable, in the sole discretion of the Board of Directors, for
carrying out the purposes of the Charter and conducting business of the Company,
including compensation or fees to Directors, officers, employees and agents of
the Company, and to Persons contracting with the Company, and any taxes, levies,
charges and assessments of any kind imposed upon or chargeable against the
Company, the Company Property or the Directors in connection therewith; and to
prepare and file any tax returns, reports or other documents and take any other
appropriate action relating to the payment of any such charges, expenses or
liabilities.

            (h) Collection and Enforcement. To collect, sue for and receive
money or other property due to the Company; to consent to extensions of the time
for payment, or to the renewal, of any Securities or obligations; to engage or
to intervene in, prosecute, defend, compound, enforce, compromise, release,
abandon or adjust any actions, suits, proceedings, disputes, claims, demands,
security interests or things relating to the Company, the Company Property or
the Company's affairs; to exercise any rights and enter into any agreements and
take any other action necessary or desirable in connection with the foregoing.

            (i) Deposits. To deposit funds or Securities constituting part of
the Company Property in banks, trust companies, savings and loan associations,
financial institutions and other depositories, whether or not such deposits will
draw interest, subject to withdrawal on such terms and in such manner as the
Board of Directors determines.

            (j) Allocation; Accounts. To determine whether moneys, profits or
other Assets of the Company shall be charged or credited to, or allocated
between, income and capital, including whether or not to amortize any premium or
discount and to determine in what manner any expenses or disbursements are to be
borne as between income and capital (regardless of how such items would normally
or otherwise be charged to or allocated between income and capital without such
determination); to treat any dividend or other distribution on any investment
as, or apportion it between, income and capital; in its discretion to provide
reserves for depreciation, amortization, obsolescence or other purposes in
respect of any Company Property in such amounts and by such methods as it
determines; to determine what constitutes net earnings, profits or surplus; to
determine the method or form in which the accounts and records of the Company
shall be maintained; and to allocate to the


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Stockholders' equity account less than all of the consideration paid for
Securities and to allocate the balance to paid-in capital or capital surplus.

            (k) Valuation of Property. To determine the value of all or any part
of the Company Property and of any services, Securities or other consideration
to be furnished to or acquired by the Company, and to revalue all or any part of
the Company Property, all in accordance with such appraisals or other
information as are reasonable, in its sole judgment.

            (l) Ownership and Voting Powers. To exercise all of the rights,
powers, options and privileges pertaining to the ownership of any Mortgages,
Securities, Real Estate, Loans and other Permitted Investments and other Company
Property to the same extent that an individual owner might, including without
limitation to vote or give any consent, request or notice or waive any notice,
either in person or by proxy or power of attorney, which proxies and powers of
attorney may be for any general or special meetings or action, and may include
the exercise of discretionary powers.

            (m) Officers, Etc.; Delegation of Powers. To elect, appoint or
employ such officers for the Company and such committees of the Board of
Directors with such powers and duties as the Board of Directors may determine,
the Company's Bylaws provide or the MGCL requires; to engage, employ or contract
with and pay compensation to any Person (including, subject to Section 7.4
hereof, any Director or Person who is an Affiliate of any Director) as agent,
representative, member of an advisory board, employee or independent contractor
(including advisors, consultants, transfer agents, registrars, underwriters,
accountants, attorneys-at-law, real estate agents, property and other managers,
appraisers, brokers, architects, engineers, construction managers, general
contractors or otherwise) in one or more capacities, to perform such services on
such terms as the Board of Directors may determine; to delegate to one or more
Directors, officers or other Persons engaged or employed as aforesaid or to
committees of the Board of Directors, the performance of acts or other things
(including granting of consents), the making of decisions and the execution of
such deeds, contracts, leases or other instruments, either in the names of the
Company, the Directors or as their attorneys or otherwise, as the Board of
Directors may determine and as may be permitted by Maryland law; and to
establish such committees as it deems appropriate.

            (n) Associations. To cause the Company to enter into Joint Ventures,
general or limited partnerships, participation or agency arrangements or any
other lawful combinations, relationships or associations of any kind.

            (o) Reorganizations, Etc. Subject to Section 8.2 hereof and the
MGCL, to cause to be organized or assist in organizing any Person under the laws
of any jurisdiction to acquire all or any part of the Company Property, carry on
any business in which the Company shall have an interest or otherwise exercise
the powers the Board of Directors deems necessary, useful or desirable to carry
on the business of the Company or to carry out the provisions of the Charter, to
merge or consolidate the Company with any Person; to sell, rent, lease, hire,
convey, negotiate, assign, exchange or transfer all or any part of the Company
Property to or with any Person in exchange for Securities of such Person or
otherwise; and to lend money to, subscribe for and purchase the Securities of,
and enter into any contracts with, any Person in which the Company holds, or is
about to acquire, Securities or any other interests.

            (p) Insurance. To purchase and pay for out of Company Property
insurance policies insuring the Stockholders, Company and the Company Property
against any and all risks, and insuring the Directors of the Company
individually (each an "Insured") against all claims and liabilities of every
nature arising by reason of holding or having held any such status, office or
position or by reason of any action alleged to have been taken or omitted by the
Insured in such capacity, whether or not the Company would have the power to
indemnify against such claim or liability. Nothing contained herein shall
preclude the Company from purchasing and paying for such types of insurance,
including extended


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coverage liability and casualty and workers' compensation, as would be customary
for any Person owning comparable assets and engaged in a similar business, or
from naming the Insured as an additional insured party thereunder, provided that
such addition does not add to the premiums payable by the Company.

            (q) Distributions. To authorize the payment of dividends or other
Distributions to Stockholders, subject to the provisions of Section 5.2 hereof.

            (r) Discontinue Operations; Bankruptcy. To discontinue the
operations of the Company (subject to Article IX hereof); to petition or apply
for relief under any provision of federal or state bankruptcy, insolvency or
reorganization laws or similar laws for the relief of debtors; to permit any
Company Property to be foreclosed upon without raising any legal or equitable
defenses that may be available to the Company or the Directors or otherwise
defending or responding to such foreclosure; or to take such other action with
respect to indebtedness or other obligations of the Directors in their
capacities as Directors, the Company Property or the Company as the Board of
Directors in its discretion may determine.

            (s) Fiscal Year. Subject to the Code, to adopt, and from time to
time change, a fiscal year for the Company.

            (t) Seal. To adopt and use a seal, but the use of a seal shall not
be required for the execution of instruments or obligations of the Company.

            (u) Bylaws. To adopt, implement and from time to time alter, amend
or repeal the Bylaws of the Company relating to the business and organization of
the Company, provided that such amendments are not inconsistent with the
provisions of the Charter. The Board of Directors shall have the exclusive power
to adopt, alter or repeal any provision of the Bylaws and to make new Bylaws.

            (v) Listing of Securities. To cause the listing of any of the
Company's Securities on a national securities exchange or for quotation on any
automated inter-dealer quotation system.

            (w) Further Powers. To do all other acts and things and execute and
deliver all instruments incident to the foregoing powers, and to exercise all
powers which it deems necessary, useful or desirable to carry on the business of
the Company or to carry out the provisions of the Charter, even if such powers
are not specifically provided hereby.

            (x) Termination of Status. To terminate the status of the Company as
a REIT under the REIT Provisions of the Code; provided, however, that the Board
of Directors shall take no action to terminate the Company's status as a REIT
under the REIT Provisions of the Code until such time as (i) the Board of
Directors adopts a resolution recommending that the Company terminate its status
as a REIT under the REIT Provisions of the Code, (ii) the Board of Directors
presents the resolution at an annual or special meeting of the Stockholders and
(iii) such resolution is approved by the holders of a majority of the issued and
outstanding Common Shares.

      SECTION 3.3 Determinations by Board. The determination as to any of the
following matters, made in good faith by or pursuant to the direction of the
Board of Directors consistent with the Charter, shall be final and conclusive
and shall be binding upon the Company and every holder of shares of capital
stock of the Company: the amount of the net income of the Company for any period
and the amount of assets at any time legally available for the payment of
dividends, redemption of shares of capital stock of the Company or the payment
of other distributions on shares of capital stock of the Company; the amount of
paid-in surplus, net assets, other surplus, annual or other cash flow, funds
from operations, net profit, net assets in excess of capital, undivided profits
or excess of profits over losses on sales of assets; the


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amount, purpose, time of creation, increase or decrease, alteration or
cancellation of any reserves or charges and the propriety thereof (whether or
not any obligation or liability for which such reserves or charges shall have
been created shall have been paid or discharged); any interpretation of the
terms, preferences, conversion or other rights, voting powers or rights,
restrictions, limitations as to dividends or distributions, qualifications or
terms or conditions of redemption of any class or series of capital stock of the
Company; the fair value, or any sale, bid or asked price to be applied in
determining the fair value, of any asset owned or held by the Company or of any
shares of capital stock of the Company; the number of shares of any class or
series of capital stock of the Company; any matter relating to the acquisition,
holding and disposition of any assets by the Company; or any other matter
relating to the business and affairs of the Company or required or permitted by
applicable law, the Charter or Bylaws or otherwise to be determined by the Board
of Directors. In determining what is in the best interest of the Company in
connection with a potential acquisition of control, a Director may consider (i)
the effect thereof on the Stockholders of the Company, the Company's employees,
suppliers, creditors and customers, and the communities in which the offices or
Company Properties are located, and (ii) the long-term as well as short-term
interests of the Company, including the possibility that these interests may be
best served by the continued independence of the Company.

      SECTION 3.4 Extraordinary Actions. Except as specifically provided in
Article II, Section 2.4 hereof, notwithstanding any provision of law permitting
or requiring any action to be taken or approved by the affirmative vote of the
holders of shares entitled to cast a greater number of votes, any such action
shall be effective and valid if declared advisable by the Board of Directors and
taken or approved by the affirmative vote of holders of shares entitled to cast
a majority of all the votes entitled to be cast on the matter.

                                   ARTICLE IV

                             OPERATING RESTRICTIONS

      In addition to other operating restrictions imposed by the Board of
Directors from time to time, the Company will not operate so as to be classified
as an "investment company" under the Investment Company Act of 1940, as amended.

                                    ARTICLE V

                                     SHARES

      SECTION 5.1 Authorized Shares. The total number of shares of capital stock
which the Company is authorized to issue is three billion six hundred seventy
five million (3,675,000,000) shares, consisting of three billion (3,000,000,000)
Common Shares, $0.01 par value per share (as described in Section 5.2(b)
hereof), seventy five million (75,000,000) Preferred Shares, $0.01 par value per
share (as described in Section 5.3 hereof) and six hundred million (600,000,000)
Excess Shares, $0.01 par value per share (as described in Section 5.7 hereof).
Of the 600,000,000 Excess Shares, 585,000,000 are issuable in exchange for
Common Shares and 15,000,000 are issuable in exchange for Preferred Shares. All
such shares shall be fully paid and nonassessable when issued. Shares of capital
stock of the Company may be issued for such consideration as the Board of
Directors determines, or if issued as a result of a stock dividend or stock
split, without any consideration.

      SECTION 5.2 Common Shares.

            (a)   Common Shares Subject to Terms of Preferred Shares.  The
Common Shares shall be subject to the express terms of any series of
Preferred Shares.


                                       10
<PAGE>
            (b) Description. Common Shares shall have a par value of $0.01 per
share and shall entitle the holders to one (1) vote per share on all matters
upon which Stockholders are entitled to vote pursuant to Section 6.2 hereof, and
shares of a particular class of issued Common Shares shall have equal dividend,
distribution, liquidation and other rights, and shall have no preference,
cumulative, conversion or exchange rights over other shares of that same
particular class. The Board of Directors is hereby expressly authorized, from
time to time, to classify or reclassify and issue any unissued Common Shares by
setting or changing the number, designation, preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications or terms or conditions of redemption of any such
Common Shares and, in such event, the Company shall file for record with the
State Department of Assessments and Taxation of Maryland articles supplementary
in substance and form as prescribed by the MGCL.

            (c)   Distribution Rights.  The holders of Common Shares shall be
entitled to receive such Distributions as may be authorized by the Board of
Directors of the Company out of funds legally available therefor.

            (d) Dividend or Distribution Rights. The Board of Directors from
time to time may authorize the payment to Stockholders of such dividends or
Distributions in cash or other property as the Board of Directors in its
discretion shall determine. The Board of Directors shall endeavor to authorize
the payment of such dividends and Distributions as shall be necessary for the
Company to qualify as a REIT under the REIT Provisions of the Code; provided,
however, Stockholders shall have no right to any dividend or Distribution unless
and until authorized by the Board of Directors and declared by the Company. The
exercise of the powers and rights of the Board of Directors pursuant to this
section shall be subject to the provisions of any class or series of Equity
Shares at the time outstanding. The receipt by any Person in whose name any
Equity Shares are registered on the records of the Company or by his duly
authorized agent shall be a sufficient discharge for all dividends or
Distributions payable or deliverable in respect of such Equity Shares and from
all liability to see to the application thereof.

            (e) Rights Upon Liquidation. In the event of any voluntary or
involuntary liquidation, dissolution or winding up, or any distribution of the
assets of the Company, the aggregate assets available for distribution to
holders of the Common Shares (including holders of Excess Shares resulting from
the conversion of Common Shares pursuant to Section 5.7(a) hereof) shall be
determined in accordance with applicable law. Subject to Section 5.7(f) hereof,
each holder of Common Shares shall be entitled to receive, ratably with (i) each
other holder of Common Shares and (ii) each holder of Excess Shares resulting
from the conversion of Common Shares, that portion of such aggregate assets
available for distribution to the Common Shares as the number of the outstanding
Common Shares or Excess Shares held by such holder bears to the total number of
outstanding Common Shares and Excess Shares resulting from the conversion of
Common Shares then outstanding.

            (f) Voting Rights. Except as may be provided in the Charter, and
subject to the express terms of any series of Preferred Shares, the holders of
the Common Shares shall have the exclusive right to vote on all matters at all
meetings of the Stockholders of the Company, and shall be entitled to one (1)
vote for each Common Share entitled to vote at such meeting.

      SECTION 5.3 Preferred Shares. The Board of Directors is hereby expressly
authorized, from time to time, to authorize and issue one or more series of
Preferred Shares. Prior to the issuance of each such series, the Board of
Directors, by resolution, shall fix the number of shares to be included in each
series, and the terms, rights, restrictions and qualifications of the shares of
each series. The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:


                                       11
<PAGE>
            (a) The designation of the series, which may be by distinguishing
number, letter or title.

            (b) The dividend rate on the shares of the series, if any, whether
any dividends shall be cumulative and, if so, from which date or dates, and the
relative rights of priority, if any, of payment of dividends on shares of the
series.

            (c) The redemption rights, including conditions and the price or
prices, if any, for shares of the series.

            (d) The terms and amounts of any sinking fund for the purchase or
redemption of shares of the series.

            (e) The rights of the shares of the series in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Company, and the relative rights of priority, if any, of payment of
shares of the series.

            (f) Whether the shares of the series shall be convertible into
shares of any other class or series, or any other security, of the Company or
any other corporation or other entity, and, if so, the specification of such
other class or series of such other security, the conversion price or prices or
rate or rates, any adjustments thereof, the date or dates on which such shares
shall be convertible and all other terms and conditions upon which such
conversion may be made.

            (g) Restrictions on the issuance of shares of the same series or of
any other class or series.

            (h) The voting rights, if any, of the holders of shares of the
series.

            (i) Any other relative rights, preferences and limitations on that
series.

      Subject to the express provisions of any other series of Preferred Shares
then outstanding, and notwithstanding any other provision of the Charter, the
Board of Directors is hereby expressly authorized, from time to time, to alter
the designation or classify or reclassify and issue any unissued shares of a
particular series of Preferred Shares of any series by setting or changing in
one or more respects, from time to time before issuing the shares, the number,
designation, preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications or terms or conditions of redemption of any such Preferred Shares
and, in such event, the Company shall file for record with the State Department
of Assessments and Taxation of Maryland articles supplementary in substance and
form as prescribed by SECTION 2-208 of the MGCL.

      Any of the terms of any class or series of stock set or changed pursuant
to Sections 5.2 and 5.3 hereof may be made dependent upon facts or events
ascertainable outside the Charter (including determinations by the Board of
Directors or other facts or events within the control of the Company) and may
vary among holders thereof, provided that the manner in which such facts, events
or variations shall operate upon the terms of such class or series of stock is
clearly and expressly set forth in the articles supplementary or other Charter
document.

      SECTION 5.4 No Preemptive Rights. Except as may be provided by the Board
of Directors in setting the terms of classified or reclassified shares of stock
pursuant to Section 5.2(b) or as may otherwise be provided by contract, holders
of Equity Shares shall not have any preemptive or other right


                                       12
<PAGE>
to purchase or subscribe for any class of Securities of the Company which the
Company may at any time issue or sell.

      SECTION 5.5 No Issuance of Share Certificates. The Company shall not issue
share certificates except to Stockholders who make a written request to the
Company. A Stockholder's investment shall be recorded on the books of the
Company. To transfer his or her Equity Shares a Stockholder shall submit an
executed form to the Company, which form shall be provided by the Company upon
request. Such transfer will also be recorded on the books of the Company. Upon
issuance or transfer of shares, the Company will provide the Stockholder with
information concerning his or her rights with regard to such stock, in a form
substantially similar to Section 5.6(h), and required by the Bylaws and the MGCL
or other applicable law.

      SECTION 5.6 Restrictions on Ownership and Transfer.

            (a) Definitions. For purposes of Sections 5.6 and 5.7 and any other
provision of the Charter, the following terms shall have the meanings set forth
below:

      "Acquire" means the acquisition of Beneficial or Constructive Ownership of
Equity Shares by any means, including, without limitation, the exercise of any
rights under any option, warrant, convertible security, pledge or other security
interest or similar right to acquire Equity Shares, but shall not include the
acquisition of any such rights unless, as a result, the acquiror would be
considered a Beneficial Owner or a Constructive Owner. The terms "Acquires" and
"Acquisition" shall have correlative meanings.

      "Beneficial Ownership," when used with respect to ownership of Equity
Shares by any Person, shall mean ownership of Equity Shares which are (i)
directly owned by such Person, (ii) indirectly owned by such Person for purposes
of Section 542(a)(2) of the Code, taking into account the constructive ownership
rules of Sections 544 and 856(h)(3) of the Code, as modified by Section
856(h)(1)(B) of the Code or (iii) beneficially owned by such Person pursuant to
Rule 13d-3 under the Exchange Act. Whenever a Person Beneficially Owns Equity
Shares that are not actually outstanding (e.g., shares issuable upon the
exercise of an option or convertible security) ("Option Shares"), then, whenever
the Charter requires a determination of the percentage of outstanding shares of
a class of Equity Shares Beneficially Owned by that Person, the Option Shares
Beneficially Owned by that Person shall also be deemed to be outstanding. The
terms "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned" shall
have correlative meanings.

      "Beneficiary" shall mean, with respect to any Excess Shares Trust, one or
more organizations described in each of Section 170(b)(1)(A) (other than clauses
(vii) and (viii) thereof) and Section 170(c)(2) of the Code that are named by
the Company as the beneficiary or beneficiaries of such Excess Shares Trust, in
accordance with the provisions of Section 5.7(d).

      "Business Day" shall mean any weekday that is not an official holiday in
the State of California.

      "Charter Effective Date" shall mean the date upon which the Charter is
accepted for record by the State Department of Assessments and Taxation of
Maryland.

      "Constructive Ownership" shall mean ownership of Equity Shares by a Person
who is or would be treated as a direct or indirect owner of such Equity Shares
through the application of Section 318 of the Code, as modified by Section
856(d)(5) of the Code. The terms "Constructive Owner," "Constructively Own,"
"Constructively Owns" and "Constructively Owned" shall have correlative
meanings.


                                       13
<PAGE>
      "Excepted Holder" shall mean a Stockholder of the Company for whom an
Excepted Holder Limit is created by the Board of Directors of the Company
pursuant to Section 5.6(d)(ii) hereof.

      "Excepted Holder Limit" shall mean, provided that the affected Excepted
Holder agrees to comply with the requirements established by the Board of
Directors of the Company pursuant to Section 5.6(d)(ii), the ownership limit
with respect to the Equity Shares of the Company established by the Board of
Directors of the Company pursuant to Section 5.6(d)(ii) for or in respect of
such holder.

      "Excess Shares Trust" shall mean any separate trust created and
administered in accordance with the terms of Section 5.7 for the exclusive
benefit of any Beneficiary.

      "Individual" shall mean (i) an "individual" within the meaning of Section
542(a)(2) of the Code, as modified by Section 544 of the Code and/or (ii) any
beneficiary of a "qualified trust" (as defined in Section 856(h)(3)(E) of the
Code) which qualified trust is eligible for look-through treatment under Section
856(h)(3)(A) of the Code for purposes of determining whether a REIT is closely
held under Section 856(a)(6) of the Code.

      "Market Price" means, until the Equity Shares are Listed, the price per
Equity Share if Equity Shares have been sold during the prior quarter pursuant
to a registration statement filed with the Securities and Exchange Commission
and otherwise a price per Equity Share determined on the basis of a quarterly
valuation of the Company's assets. Upon Listing, Market Price shall mean the
average of the Closing Prices for the ten (10) consecutive Trading Days
immediately preceding the day as of which Market Price is to be determined (or
those days during such ten (10)-day period for which Closing Prices are
available). The "Closing Price" on any date shall mean (i) where there exists a
public market for the Company's Equity Shares, the last sale price, regular way,
or, in case no such sale takes place on such day, the average of the closing bid
and asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the NYSE or, if the Equity Shares are not listed or
admitted to trading on the NYSE, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal
national securities exchange on which the Equity Shares are listed or admitted
to trading or, if the Equity Shares are not listed or admitted to trading on any
national securities exchange, the last quoted price, or if not so quoted, the
average of the high bid and low asked prices in the over-the-counter market, as
reported by the Nasdaq Stock Market, Inc. or, if such system is no longer in
use, the principal other automated quotation system that may then be in use or
(ii) if no public market for the Equity Shares exists, the Market Price will be
determined by a single, independent appraiser selected by the Board of Directors
of the Company, which appraiser shall appraise the Market Price for such Equity
Shares within such guidelines as shall be determined by the Board of Directors
of the Company.

      "Non-Transfer Event" shall mean an event other than a purported Transfer
that would cause any Person to Beneficially Own or Constructively Own a greater
number of Equity Shares than such Person Beneficially Owned or Constructively
Owned immediately prior to such event. Non-Transfer Events include, but are not
limited to, (i) the granting of any option or entering into any agreement for
the sale, transfer or other disposition of shares (or of Beneficial Ownership of
shares) of Equity Shares or (ii) the sale, transfer, assignment or other
disposition of interests in any Person or of any securities or rights
convertible into or exchangeable for Equity Shares or for interests in any
Person that directly or indirectly results in changes in Beneficial Ownership or
Constructive Ownership of Equity Shares.

      "Ownership Limit" shall mean, with respect to each class or series of
Equity Shares, 9.8% (by value) of the outstanding shares of such Equity Shares.


                                       14
<PAGE>
      "Permitted Transferee" shall mean any Person designated as a Permitted
Transferee in accordance with the provisions of Section 5.7(h).

      "Prohibited Owner" shall mean, with respect to any purported Transfer or
Non-Transfer Event, any Person who is prevented from becoming or remaining the
owner of record title to Equity Shares by the provisions of Section 5.7(a).

      "Restriction Termination Date" shall mean the first day on which the Board
of Directors of the Company determines that it is no longer in the best
interests of the Company to attempt to, or continue to, qualify under the Code
as a REIT.

      "Subsidiary" shall mean any direct or indirect subsidiary, whether a
corporation, partnership, limited liability company or other entity, of the
Company, which may be treated as a "pass-through" entity for federal income tax
purposes.

      "Trading Day" shall mean a day on which the principal national securities
exchange on which any of the Equity Shares are listed or admitted to trading is
open for the transaction of business or, if none of the Equity Shares are listed
or admitted to trading on any national securities exchange, any day other than a
Saturday, a Sunday or a day on which banking institutions in the State of New
York are authorized or obligated by law or executive order to close.

      "Transfer" (as a noun) shall mean any sale, transfer, gift, assignment,
devise or other disposition of shares (or of Beneficial Ownership of shares) of
Equity Shares (including but not limited to the initial issuance of Common
Shares by the Company), whether voluntary or involuntary, whether of record,
constructively or beneficially and whether by operation of law or otherwise.
"Transfer" (as a verb) shall have the correlative meaning.

      "Trustee" shall mean any Person or entity, unaffiliated with both the
Company and any Prohibited Owner (and, if different than the Prohibited Owner,
the Person who would have had Beneficial Ownership of the Equity Shares that
would have been owned of record by the Prohibited Owner), designated by the
Company to act as trustee of any Excess Shares Trust, or any successor trustee
thereof.

            (b)   Restriction on Ownership and Transfer.

                  (i) Subject to Section 5.6(e), except as provided in Section
      5.6(d)(i), from and after the Charter Effective Date and until the
      Restriction Termination Date, any Transfer of Equity Shares that, if
      effective, would cause the Company to Constructively Own a 10% or greater
      ownership interest in a tenant of the Company or in a tenant of any direct
      or indirect Subsidiary of the Company within the meaning of Section
      856(d)(2)(B) of the Code (other than a tenant that is a "taxable REIT
      subsidiary" (within the meaning of Section 856(l) of the Code) of the
      Company that satisfies one or more of the exceptions set forth in Section
      856(d)(8) of the Code), shall be void ab initio as to the Transfer of that
      number of Equity Shares that would cause the Company to Constructively Own
      a 10% or greater ownership interest in a tenant of the Company or in a
      tenant of any direct or indirect Subsidiary within the meaning of Section
      856(d)(2)(B) of the Code (other than a tenant that is a "taxable REIT
      subsidiary" (within the meaning of Section 856(l) of the Code) of the
      Company that satisfies one or more of the exceptions set forth in Section
      856(d)(8) of the Code), and the intended transferee shall acquire no
      rights in such Equity Shares.

                  (ii) (A) Except as provided in Section 5.6(d)(ii), from and
      after the Charter Effective Date and until the Restriction Termination
      Date, no Person (other than an


                                       15
<PAGE>
      Excepted Holder) shall Beneficially Own shares of any class or series of
      Equity Shares in excess of the Ownership Limit and no Excepted Holder
      shall Beneficially Own shares of any class or series of Equity Shares in
      excess of the Excepted Holder Limit for such Excepted Holder.

            (B) Subject to Section 5.6(e), except as provided in Section
      5.6(d)(ii), from and after the Charter Effective Date and until the
      Restriction Termination Date, any purported Transfer that, if effective,
      would result in any Person (other than an Excepted Holder) Beneficially
      Owning shares of any class or series of Equity Shares in excess of the
      Ownership Limit shall be void ab initio as to the Transfer of that number
      of Equity Shares which would be otherwise Beneficially Owned by such
      Person in excess of the Ownership Limit, and the intended transferee shall
      acquire no rights in such Equity Shares.

            (C) Subject to Section 5.6(e), except as provided in Section
      5.6(d)(ii), from and after the Charter Effective Date and until the
      Restriction Termination Date, any purported Transfer that, if effective,
      would result in any Excepted Holder Beneficially Owning shares of any
      class or series of Equity Shares in excess of the applicable Excepted
      Holder Limit shall be void ab initio as to the Transfer of that number of
      Equity Shares which would be otherwise Beneficially Owned by such Excepted
      Holder in excess of the applicable Excepted Holder Limit established for
      such Excepted Holder by the Board of Directors of the Company pursuant to
      Section 5.6(d)(ii), and the intended transferee shall acquire no rights in
      such Equity Shares.

            (D) Notwithstanding anything to the contrary set forth herein, the
      provisions of this Section 5.6(b)(ii) shall be applied only insofar as may
      be necessary to accomplish the intents and purposes of the foregoing.

                  (iii) Subject to Section 5.6(e), from and after the Charter
      Effective Date and until the Restriction Termination Date, any purported
      Transfer of Equity Shares that, if effective, would result in the Company
      being "closely held" within the meaning of Section 856(h) of the Code, or
      otherwise result in the failure of the Company to qualify as a REIT, shall
      be void ab initio as to the Transfer of that number of Equity Shares that
      would cause the Company to be "closely held" within the meaning of Section
      856(h) of the Code, or otherwise result in the failure of the Company to
      qualify as a REIT, and the intended transferee shall acquire no rights in
      such Equity Shares.

                  (iv) Subject to Section 5.6(e), from and after the Charter
      Effective Date and until the Restriction Termination Date, any purported
      Transfer that, if effective, would result in Equity Shares being
      beneficially owned by fewer than 100 persons for purposes of Section
      856(a)(5) of the Code shall be void ab initio and the intended transferee
      shall acquire no rights in such Equity Shares.

                  (v) Subject to Section 5.6(e), except as provided in Section
      5.6(d)(i), from and after the Charter Effective Date and until the
      Restriction Termination Date, any purported Transfer that, if effective,
      would (A) cause any Person (other than a "taxable REIT subsidiary" (within
      the meaning of Section 856(l) of the Code) of the Company) who renders or
      furnishes services to one or more tenants of the Company or a Subsidiary
      which are not "related" to the Company within the meaning of Section
      856(d)(2)(B)(i) of the Code (determined without regard to the provisions
      of Section 856(d)(8) of the Code), to be other than an "independent
      contractor" for purposes of Section 856(d)(3) of the Code, or (B) cause
      any Person who renders or furnishes services to a "taxable REIT
      subsidiary" of the Company which leases directly or indirectly from the
      Company a "qualified lodging facility" (within the meaning of Section


                                       16
<PAGE>
      856(d)(8)(B) of the Code) to be other than an "eligible independent
      contractor" within the meaning of Section 856(d)(9) of the Code, shall be
      void ab initio as to the Transfer of that number of Equity Shares that
      would cause such Person to be other than an "independent contractor" for
      purposes of Section 856(d)(3) of the Code or an "eligible independent
      contractor" within the meaning of Section 856(d)(9) of the Code, as
      applicable, and the intended transferee shall acquire no rights in such
      Equity Shares.

            (c)   Owners Required to Provide Information.

      Until the Restriction Termination Date:

                  (i) Every record owner of more than 5%, or such lower
      percentages as is then required pursuant to regulations under the Code, of
      the outstanding shares of any class or series of Equity Shares of the
      Company shall, no later than January 30 of each year, provide to the
      Company a written statement or affidavit stating the name and address of
      such record owner, the number of Equity Shares owned by such record owner,
      and a description of how such shares are held. Each such record owner
      shall provide to the Company such additional information as the Company
      may request in order to determine the effect, if any, of such ownership on
      the Company's status as a REIT and to ensure compliance with the Ownership
      Limit.

                  (ii) Each Person who is a Beneficial Owner of Equity Shares
      and each Person (including the stockholder of record) who is holding
      Equity Shares for a Beneficial Owner shall, within thirty (30) days of
      receiving written request from the Company therefor, provide to the
      Company a written statement or affidavit stating the name and address of
      such Beneficial Owner, the number of Equity Shares Beneficially Owned by
      such Beneficial Owner, a description of how such shares are held, and such
      other information as the Company may request in order to determine the
      Company's status as a REIT and to ensure compliance with the Ownership
      Limit.

            (d)   Exceptions.

                  (i) The Board of Directors of the Company, upon receipt of a
      ruling from the Internal Revenue Service or an opinion of counsel or other
      evidence or undertakings acceptable to the Board of Directors of the
      Company, may, in its sole discretion, waive (prospectively or
      retroactively) the application of Section 5.6(b)(i) or Section 5.6(b)(v)
      to a Person subject, as the case may be, to any such limitations on
      Transfer, provided that (A) the Board of Directors of the Company obtains
      such representations and undertakings from such Person as are reasonably
      necessary (as determined by the Board of Directors of the Company), if
      any, to ascertain that such Person's Beneficial Ownership or Constructive
      Ownership of Equity Shares will not now or in the future result in the
      Company failing to satisfy the gross income limitations provided for in
      Sections 856(c)(2) and (3) of the Code and (B) insofar as required by the
      Board of Directors of the Company, such Person agrees in writing that any
      violation or attempted violation of (1) such other limitation as the Board
      of Directors of the Company may establish at the time of such waiver with
      respect to such Person or (2) such other restrictions and conditions as
      the Board of Directors of the Company may in its sole discretion impose at
      the time of such waiver with respect to such Person, will result, as of
      the time of such violation even if discovered after such violation, in the
      conversion of such shares in excess of the original limit applicable to
      such Person into Excess Shares pursuant to Section 5.7(a).

                  (ii) The Board of Directors of the Company, upon receipt of a
      ruling from the Internal Revenue Service or an opinion of counsel or other
      evidence or undertakings acceptable to the Board of Directors of the
      Company, may, in its sole discretion, waive (prospectively or
      retroactively) the application of the Ownership Limit to a Person
      otherwise


                                       17
<PAGE>
      subject to any such limit, provided that (A) the Board of Directors of the
      Company obtains such representations and undertakings from such Person as
      are reasonably necessary (as determined by the Board of Directors of the
      Company), if any, to ascertain that such Person's Beneficial Ownership or
      Constructive Ownership of Equity Shares will not now or in the future (1)
      result in the Company being "closely held" within the meaning of Section
      856(h) of the Code, (2) cause the Company to Constructively Own a 10% or
      greater ownership interest in a tenant of the Company or a Subsidiary
      within the meaning of Section 856(d)(2)(B) of the Code (other than a
      "taxable REIT subsidiary" (within the meaning of Section 856(l) of the
      Code) of the Company that satisfies one or more of the exceptions set
      forth in Section 856(d)(8) of the Code) and to fail either the 75% gross
      income test of Section 856(c)(3) of the Code or the 95% gross income test
      of Section 856(c)(2) of the Code, (3) result in the Equity Shares of the
      Company being beneficially owned by fewer than 100 persons within the
      meaning of Section 856(a)(5) of the Code, or (4) cause the Company to
      receive "impermissible tenant service income" within the meaning of
      Section 856(d)(7) of the Code, and (B) such Person provides to the Board
      of Directors of the Company such representations and undertakings, if any,
      as the Board of Directors of the Company, may in its sole and absolute
      discretion, require (including, without limitation, an agreement as to a
      reduced Ownership Limit or Excepted Holder Limit for such Person with
      respect to the Beneficial Ownership of one or more other classes of Equity
      Shares not subject to the exception), and, insofar as required by the
      Board of Directors of the Company, such Person agrees in writing that any
      violation or attempted violation of (x) such other limitation as the Board
      of Directors of the Company may establish at the time of such waiver with
      respect to such Person or (y) such other restrictions and conditions as
      the Board of Directors of the Company may in its sole discretion impose at
      the time of such waiver with respect to such Person, will result, as of
      the time of such violation even if discovered after such violation, in the
      conversion of such shares in excess of the original limit applicable to
      such Person into Excess Shares pursuant to Section 5.7(a).

                  (iii) The Board of Directors of the Company may only reduce
      the Excepted Holder Limit for an Excepted Holder (A) with the written
      consent of such Excepted Holder at any time or (B) pursuant to the terms
      and conditions of the agreements and undertakings entered into with such
      Excepted Holder in connection with the establishment of the Excepted
      Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be
      reduced to a percentage that is less than the Ownership Limit.
      Notwithstanding the foregoing, nothing in this Section 5.6(d)(iii) is
      intended to limit or modify the restrictions on ownership contained in
      Section 5.6(b)(ii) and the authority of the Board of Directors of the
      Company under Section 5.6(d)(i).

            (e) Public Market. Notwithstanding any provision to the contrary,
nothing in the Charter shall preclude the settlement of any transaction entered
into through the facilities of the NYSE or any other national securities
exchange or any automated quotation system. In no event, however, shall the
existence or application of the preceding sentence have the effect of deterring
or preventing the conversion of Equity Shares into Excess Shares as contemplated
herein.

            (f) Ambiguity. In the case of an ambiguity in the application of any
of the provisions of this Section 5.6, including any definition contained in
Section 5.6(a) above, the Board of Directors of the Company shall have the power
and authority, in its sole discretion, to determine the application of the
provisions of this Section 5.6 with respect to any situation based on the facts
known to it.

            (g) Remedies Not Limited. Except as set forth in Section 5.6(e)
above, nothing contained in this Section 5.6 or Section 5.7 shall limit the
authority of the Company to take such other action as it deems necessary or
advisable to protect the Company and the interests of its stockholders by


                                       18
<PAGE>
preservation of the Company's status as a REIT and to ensure compliance with the
Ownership Limit or the Excepted Holder Limit.

            (h) Legend; Notice to Stockholders Upon Issuance or Transfer. Each
certificate for Equity Shares shall bear substantially the following legend, or
upon issuance or transfer of uncertificated Equity Shares, the Company shall
provide the recipient with a notice containing information about the shares
purchased or otherwise transferred, in lieu of issuance of a share certificate,
in a form substantially similar to the following:

            "[The securities represented by this certificate] [The securities
            issued or transferred] are subject to restrictions on transfer and
            ownership for the purpose of maintenance of the Company's status as
            a real estate investment trust (a "REIT") under Sections 856 through
            860 of the Internal Revenue Code of 1986, as amended (the "Code").
            Except as otherwise provided pursuant to the Charter of the Company,
            no Person may (i) Beneficially or Constructively Own Common Shares
            of the Company in excess of 9.8% (by value), (or such greater
            percent as may be determined by the Board of Directors of the
            Company) of the outstanding Common Shares; (ii) Beneficially or
            Constructively Own shares of any series of Preferred Shares of the
            Company in excess of 9.8% (by value), (or such greater percent as
            may be determined by the Board of Directors of the Company) of the
            outstanding shares of such series of Preferred Shares; or (iii)
            Beneficially or Constructively Own Common Shares or Preferred Shares
            (of any class or series) which would result in the Company being
            "closely held" under Section 856(h) of the Code or which otherwise
            would cause the Company to fail to qualify as a REIT. Any Person who
            has Beneficial or Constructive Ownership, or who Acquires or
            attempts to Acquire Beneficial or Constructive Ownership, of Common
            Shares and/or Preferred Shares in excess of the above limitations
            must immediately notify the Company in writing or, in the event of a
            proposed or attempted Transfer or Acquisition or purported change in
            Beneficial or Constructive Ownership, must give written notice to
            the Company at least 15 days prior to the proposed or attempted
            Transfer, transaction or other event. Any purported Transfer of
            Common Shares and/or Preferred Shares which results in violation of
            the ownership or transfer limitations set forth in the Company's
            Charter shall be void ab initio and the intended transferee shall
            not have or acquire any rights in such Common Shares and/or
            Preferred Shares. If the transfer and ownership limitations referred
            to herein are violated and notwithstanding such violation, shares of
            any class of Equity Shares would be Beneficially or Constructively
            Owned by a Person in violation of such ownership or transfer
            limitations, the Common Shares or Preferred Shares represented
            hereby will be automatically converted into Excess Shares to the
            extent of violation of such limitations, and such Excess Shares will
            be automatically transferred to an Excess Shares Trust, all as
            provided by the Charter of the Company. All defined terms used in
            this legend have the meanings identified in the Company's Charter,
            as the same may be amended from time to time, a copy of which,
            including the restrictions on transfer, will be sent without charge
            to each Stockholder who so requests."


                                       19
<PAGE>
      SECTION 5.7 Excess Shares.

            (a)   Conversion into Excess Shares.

                  (i) If, notwithstanding the other provisions contained in the
      Charter, from and after the Charter Effective Date and prior to the
      Restriction Termination Date, there is a purported Transfer or
      Non-Transfer Event such that any Person (other than an Excepted Holder)
      would Beneficially Own shares of any class or series of Equity Shares in
      excess of the Ownership Limit, or such that any Person that is an Excepted
      Holder would Beneficially Own shares of any class or series of Equity
      Shares in excess of the applicable Excepted Holder Limit, then, except as
      otherwise provided in Section 5.6(d), (A) the purported transferee shall
      be deemed to be a Prohibited Owner and shall acquire no right or interest
      (or, in the case of a Non-Transfer Event, the Person holding record title
      to the Equity Shares Beneficially Owned by such Beneficial Owner shall
      cease to own any right or interest) in such number of Equity Shares the
      ownership of which by a Beneficial Owner would cause (1) a Person to
      Beneficially Own shares of any class or series of Equity Shares in excess
      of the Ownership Limit or (2) an Excepted Holder to Beneficially Own
      shares of any class or series of Equity Shares in excess of the applicable
      Excepted Holder Limit, as the case may be, (B) such number of Equity
      Shares in excess of the Ownership Limit or the applicable Excepted Holder
      Limit, as the case may be (rounded up to the nearest whole share), shall
      be automatically converted into an equal number of Excess Shares and
      transferred to an Excess Shares Trust in accordance with Section 5.7(d)
      and (C) the Prohibited Owner shall submit the certificates, if any,
      representing such number of Equity Shares to the Company, accompanied by
      all requisite and duly executed assignments of transfer thereof, for
      registration in the name of the Trustee of the Excess Shares Trust. If the
      Equity Shares that are converted into Excess Shares are not shares of
      Common Shares, then the Excess Shares into which they are converted shall
      be deemed to be a separate series of Excess Shares with a designation and
      title corresponding to the designation and title of the shares that have
      been converted into the Excess Shares, followed by the words "Excess
      Shares" in the designation thereof. Such conversion into Excess Shares and
      transfer to an Excess Shares Trust shall be effective as of the close of
      trading on the Business Day prior to the date of the purported Transfer or
      Non-Transfer Event, as the case may be, even though the certificates, if
      any, representing the Equity Shares so converted may be submitted to the
      Company at a later date.

                  (ii) If, notwithstanding the other provisions contained in the
      Charter, (A) from and after the Charter Effective Date and prior to the
      Restriction Termination Date there is a purported Transfer or Non-Transfer
      Event that, if effective, would result in the Company being "closely held"
      within the meaning of Section 856(h) of the Code, or otherwise result in
      the failure of the Company to qualify as a REIT, (B) from and after the
      Charter Effective Date and prior to the Restriction Termination Date,
      there is a purported Transfer or Non-Transfer Event that, if effective,
      would cause the Company to Constructively Own a 10% or greater ownership
      interest in a tenant of the Company or in a tenant of a Subsidiary for
      purposes of Section 856(d)(2)(B) of the Code (other than a tenant that is
      a "taxable REIT Subsidiary" (within the meaning of Section 856(l) of the
      Code) of the Company that satisfies one or more of the exceptions set
      forth in Section 856(d)(8) of the Code), (C) from and after the Charter
      Effective Date and prior to the Restriction Termination Date, there is a
      purported Transfer or Non-Transfer Event, that, if effective, would result
      in the Equity Shares being beneficially owned by fewer than 100 persons
      for purposes of Section 856(a)(5) of the Code, or (D) from and after the
      Charter Effective Date and prior to the Restriction Termination Date,
      there is a purported Transfer or Non-Transfer Event that, if effective,
      would (1) cause any Person (other than a "taxable REIT subsidiary" (within
      the meaning of Section 856(l) of the Code) of the Company) who renders or
      furnishes services to one or more tenants of the Company or tenants of a
      Subsidiary which are not "related"


                                       20
<PAGE>
      to the Company within the meaning of Section 856(d)(2)(B)(i) of the Code
      (determined without regard to the provisions of Section 856(d)(8) of the
      Code), to be other than an "independent contractor" for purposes of
      Section 856(d)(3) of the Code, or (2) cause any Person who renders or
      furnishes services to a "taxable REIT subsidiary" of the Company which
      leases, directly or indirectly from the Company, a "qualified lodging
      facility" within the meaning of Section 856(d)(8)(B) of the Code, to be
      other than an "eligible independent contractor" within the meaning of
      Section 856(d)(9) of the Code, then, except to the extent a waiver was
      obtained with respect to such restriction pursuant to Section 5.6(d), (X)
      the purported transferee shall be deemed to be a Prohibited Owner and
      shall acquire no right or interest (or, in the case of a Non-Transfer
      Event, the Person holding record title of the Equity Shares with respect
      to which such Non-Transfer Event occurred shall cease to own any right or
      interest) in such number of Equity Shares, the ownership of which by such
      purported transferee or record holder would (AA) result in the Company
      being "closely held" within the meaning of Section 856(h) of the Code, or
      otherwise result in the failure of the Company to qualify as a REIT, (BB)
      cause the Company to Constructively Own a 10% or greater ownership
      interest in a tenant of the Company or in a tenant of a Subsidiary for
      purposes of Section 856(d)(2)(B) of the Code (other than a "taxable REIT
      Subsidiary" (within the meaning of Section 856(l) of the Code) of the
      Company that satisfies one or more of the exceptions set forth in Section
      856(d)(8) of the Code), (CC) result in the Equity Shares being
      beneficially owned by fewer than 100 persons for purposes of Section
      856(a)(5) of the Code, or (DD)(1) cause any Person (other than a "taxable
      REIT subsidiary" (within the meaning of Section 856(l) of the Code) of the
      Company) who renders or furnishes services to one or more tenants of the
      Company or tenants of a Subsidiary which are not "related" to the Company
      within the meaning of Section 856(d)(2)(B)(i) of the Code (determined
      without regard to the provisions of Section 856(d)(8) of the Code), to be
      other than an "independent contractor" for purposes of Section 856(d)(3)
      of the Code, or (2) cause any Person who renders or furnishes services to
      a "taxable REIT subsidiary" of the Company which leases from the Company,
      directly or indirectly, a "qualified lodging facility" within the meaning
      of Section 856(d)(8)(B) of the Code, to be other than an "eligible
      independent contractor" within the meaning of Section 856(d)(9) of the
      Code, (Y) such number of Equity Shares (rounded up to the nearest whole
      share) shall be automatically converted into an equal number of Excess
      Shares and transferred to an Excess Shares Trust in accordance with
      Section 5.7(d) and (Z) the Prohibited Owner shall submit certificates, if
      any, representing such number of Equity Shares to the Company, accompanied
      by all requisite and duly executed assignments of transfer thereof, for
      registration in the name of the Trustee of the Excess Shares Trust. If the
      Equity Shares that are converted into Excess Shares are not Common Shares,
      then the Excess Shares into which they are converted shall be deemed to be
      a separate series of Excess Shares with a designation and title
      corresponding to the designation and title of the shares that have been
      converted into the Excess Shares, followed by the words "Excess Shares" in
      the designation thereof. Such conversion into Excess Shares and transfer
      to an Excess Shares Trust shall be effective as of the close business on
      the Business Day prior to the date of the purported Transfer or
      Non-Transfer Event, as the case may be, even though the certificates, if
      any, representing the Equity Shares so converted may be submitted to the
      Company at a later date.

                  (iii) Upon the occurrence of a conversion of Equity Shares
      into an equal number of Excess Shares, without any action required by any
      Person, including the Board of Directors of the Company, such Equity
      Shares shall be restored to the status of authorized but unissued shares
      of the particular class or series of Equity Shares that was converted into
      Excess Shares and may be reissued by the Company as that particular class
      or series of Equity Shares.

            (b) Remedies for Breach. If the Company, or its designees, shall at
any time determine in good faith that a Transfer has taken place in violation of
Section 5.6(b) or that a Person


                                       21
<PAGE>
intends to Acquire or has attempted to Acquire Beneficial Ownership or
Constructive Ownership of any Equity Shares in violation of Section 5.6(b), the
Company shall take such action as it deems advisable to refuse to give effect to
or to prevent such Transfer or Acquisition, including, but not limited to,
refusing to give effect to such Transfer on the stock transfer books of the
Company or instituting proceedings to enjoin such Transfer or Acquisition, but
the failure to take any such action shall not affect the automatic conversion of
Equity Shares into Excess Shares and their transfer to an Excess Shares Trust in
accordance with Section 5.7(a) and Section 5.7(d).

            (c) Notice of Restricted Transfer. Any Person who Acquires or
attempts to Acquire Equity Shares in violation of Section 5.6(b), or any Person
who owned Equity Shares that were converted into Excess Shares and transferred
to an Excess Shares Trust pursuant to Sections 5.7(a) and 5.7(d), shall
immediately give written notice to the Company, or, in the event of a proposed
or attempted Transfer, Acquisition or purported change in Beneficial Ownership
or Constructive Ownership, shall give at least fifteen (15) days prior written
notice to the Company, of such event and shall provide to the Company such other
information as the Company, in its sole discretion, may request in order to
determine the effect, if any, of such Transfer, Acquisition, or Non-Transfer
Event, as the case may be, on the Company's status as a REIT.

            (d) Ownership in Excess Shares Trust. Upon any purported Transfer,
Acquisition, or Non-Transfer Event that results in Excess Shares pursuant to
Section 5.7(a), such Excess Shares shall be automatically and by operation of
law transferred to one or more Trustees as trustee of one or more Excess Shares
Trusts to be held for the exclusive benefit of one or more Beneficiaries. Any
conversion of Equity Shares into Excess Shares and transfer to an Excess Shares
Trust shall be effective as of the close of business on the Business Day prior
to the date of the purported Transfer, Acquisition or Non-Transfer Event that
results in the conversion. Excess Shares so held in trust shall remain issued
and outstanding shares of capital stock of the Company.

            (e) Dividend Rights. Each Excess Share shall be entitled to the same
dividends and distributions (as to both timing and amount) as may be authorized
by the Board of Directors of the Company with respect to shares of the same
class and series as the Equity Shares that were converted into such Excess
Shares. The Trustee, as record holder of the Excess Shares, shall be entitled to
receive all dividends and distributions and shall hold all such dividends and
distributions in trust for the benefit of the Beneficiary. The Prohibited Owner
with respect to such Excess Shares shall repay to the Excess Shares Trust the
amount of any dividends or distributions received by it (i) that are
attributable to any Equity Shares that have been converted into Excess Shares
and (ii) which were distributed by the Company to stockholders of record on a
record date which was on or after the date that such shares were converted into
Excess Shares. The Company shall have the right to take all measures that it
determines reasonably necessary to recover the amount of any such dividend or
distribution paid to a Prohibited Owner, including, if necessary, withholding
any portion of future dividends or distributions payable on Equity Shares
Beneficially Owned by the Person who, but for the provisions of Sections 5.6 and
5.7, would Constructively Own or Beneficially Own the Equity Shares that were
converted into Excess Shares; and, as soon as reasonably practicable following
the Company's receipt or withholding thereof, shall pay over to the Excess
Shares Trust for the benefit of the Beneficiary the dividends so received or
withheld, as the case may be.

            (f) Rights upon Liquidation. In the event of any voluntary or
involuntary liquidation of, or winding up of, or any distribution of the Assets
of, the Company, each holder of Excess Shares shall be entitled to receive,
ratably with each holder of Equity Shares of the same class and series as the
shares which were converted into such Excess Shares and other holders of such
Excess Shares, that portion of the assets of the Company that is available for
distribution to the holders of such Equity Shares. The Excess Shares Trust shall
distribute to the Prohibited Owner the amounts received upon such


                                       22
<PAGE>
liquidation, dissolution, winding up or distribution; provided, however, that
the Prohibited Owner shall not be entitled to receive amounts in excess of the
lesser of, in the case of a purported Transfer or Acquisition in which the
Prohibited Owner gave value for Equity Shares and which Transfer or Acquisition
resulted in the conversion of the shares into Excess Shares, the product of (i)
the price per share, if any, such Prohibited Owner paid for the Equity Shares
and (ii) the number of Equity Shares which were so converted into Excess Shares
and held by the Excess Shares Trust, and, in the case of a Non-Transfer Event or
purported Transfer or Acquisition in which the Prohibited Owner did not give
value for such shares (e.g., if the shares were received through a gift or
devise) and which Non-Transfer Event or purported Transfer or Acquisition, as
the case may be, resulted in the conversion of the shares into Excess Shares,
the product of (x) the price per share equal to the Market Price for the shares
that were converted into such Excess Shares on the date of such Non-Transfer
Event or purported Transfer or Acquisition and (y) the number of Equity Shares
which were so converted into Excess Shares. Any remaining amount in such Excess
Shares Trust shall be distributed to the Beneficiary; provided, however, that in
the event of any voluntary or involuntary liquidation of, or winding up of, or
any distribution of the Assets of, the Company that occurs during the period in
which the Company has the right to accept the offer to purchase Excess Shares
under Section 5.7(j) hereof (but with respect to which the Company has not yet
accepted such offer), then (i) the Company shall be deemed to have accepted such
offer immediately prior to the time at which the liquidating distribution is to
be determined for the holders of Equity Shares of the same class and series as
the shares which were converted into such Excess Shares (or such earlier time as
is necessary to permit such offer to be accepted) and to have simultaneously
purchased such shares at the price per share set forth in Section 5.7(j), (ii)
the Prohibited Owner with respect to such Excess Shares shall receive in
connection with such deemed purchase the compensation amount set forth Section
5.7(i) (as if such shares were purchased by the Company directly from the Excess
Shares Trust), (iii) the amount, if any, by which the deemed purchase price
exceeds such compensation amount shall be distributed to the Beneficiary and
(iv) accordingly, any amounts that would have been distributed with respect to
such Excess Shares in such liquidation, winding-up or distribution (if such
deemed purchase had not occurred) in excess of the deemed purchase price shall
be distributed to the holders of the Equity Shares and holders of Excess Shares
resulting from the conversion of such Equity Shares entitled to such
distribution.

            (g) Voting Rights. The holders of Excess Shares shall not be
entitled to voting rights with respect to such shares. Any vote by a Prohibited
Owner as a purported holder of Equity Shares prior to the discovery by the
Company that such Equity Shares have been converted into Excess Shares shall,
subject to applicable law, be rescinded and shall be void ab initio with respect
to such Excess Shares; provided, however, that if the Company has already taken
irreversible corporate action, then the Trustee shall not have the authority to
rescind such vote.

            (h)   Designation of Permitted Transferee.

                  (i) As soon as practicable after the Trustee acquires Excess
      Shares, but in an orderly fashion so as not to materially adversely affect
      the price of Common Shares, the Trustee shall designate one or more
      Persons as Permitted Transferees and sell to such Permitted Transferees
      any Excess Shares held by the Trustee; provided, however, that (A) any
      Permitted Transferee so designated purchases for valuable consideration
      (whether in a public or private sale) the Excess Shares and (B) any
      Permitted Transferee so designated may acquire such Excess Shares without
      violating any of the restrictions set forth in Section 5.6(b) (assuming
      for this purpose the automatic conversion of such Excess Shares into
      Equity Shares pursuant to clause (ii) below) and without such acquisition
      resulting in the re-conversion of the Equity Shares underlying the Excess
      Shares so acquired into Excess Shares and the transfer of such shares to
      an Excess Shares Trust pursuant to Sections 5.7(a) and 5.7(d). The Trustee
      shall have the exclusive and absolute right to designate Permitted
      Transferees of any and all Excess Shares. Prior to any


                                       23
<PAGE>
      transfer by the Trustee of Excess Shares to a Permitted Transferee, the
      Trustee shall give not less than five (5) Business Days' prior written
      notice to the Company of such intended transfer to enable the Company to
      determine whether to exercise or waive its purchase rights under Section
      5.7(j). No such transfer by the Trustee of Excess Shares to a Permitted
      Transferee shall be consummated unless the Trustee has received a written
      waiver of the Company's purchase rights under Section 5.7(j).

                  (ii) Upon the designation by the Trustee of a Permitted
      Transferee and compliance with the provisions of this Section 5.7(h), the
      Trustee shall cause to be transferred to the Permitted Transferee the
      Excess Shares acquired by the Trustee pursuant to Section 5.7(d). Upon
      such transfer of Excess Shares to the Permitted Transferee, such Excess
      Shares shall be automatically converted into an equal number of Equity
      Shares of the same class and series as the Equity Shares which were
      converted into such Excess Shares. Upon the occurrence of such a
      conversion of Excess Shares into an equal number of Equity Shares, such
      Excess Shares, without any action required by the Board of Directors of
      the Company, shall thereupon be restored to the status of authorized but
      unissued Excess Shares and may be reissued by the Company as Excess
      Shares. The Trustee shall (A) cause to be recorded on the stock transfer
      books of the Company that the Permitted Transferee is the holder of record
      of such number of Equity Shares, and (B) distribute to the Beneficiary any
      and all amounts held with respect to such Excess Shares after making
      payment to the Prohibited Owner pursuant to Section 5.7(i).

                  (iii) If the Transfer of Excess Shares to a purported
      Permitted Transferee would or does violate any of the transfer
      restrictions set forth in Section 5.6(b) (assuming for this purpose the
      automatic conversion of such Excess Shares into Equity Shares pursuant to
      clause (ii) above), such Transfer shall be void ab initio as to that
      number of Excess Shares that cause the violation of any such restriction
      when such shares are converted into Equity Shares (as described in clause
      (ii) above) and the purported Permitted Transferee shall be deemed to be a
      Prohibited Owner and shall acquire no rights in such Excess Shares or
      Equity Shares. Such Equity Shares shall be automatically re-converted into
      Excess Shares and transferred to the Excess Shares Trust from which they
      were originally Transferred. Such conversion and transfer to the Excess
      Shares Trust shall be effective as of the close of trading on the Business
      Day prior to the date of the Transfer to the purported Permitted
      Transferee and the provisions of this Section 5.7 shall apply to such
      shares, including, without limitation, the provisions of Sections 5.7(h)
      through 5.7(j) with respect to any future Transfer of such shares by the
      Excess Shares Trust.

            (i) Compensation to Record Holder of Equity Shares That Are
Converted into Excess Shares. Any Prohibited Owner shall be entitled (following
acquisition of the Excess Shares and subsequent designation of and sale of
Excess Shares to a Permitted Transferee in accordance with Section 5.7(h) or
following the acceptance of the offer to purchase such shares in accordance with
Section 5.7(j)) to receive from the Trustee following the sale or other
disposition of such Excess Shares the lesser of (i)(A) in the case of a
purported Transfer or Acquisition in which the Prohibited Owner gave value for
Equity Shares and which Transfer or Acquisition resulted in the conversion of
such shares into Excess Shares, the product of (1) the price per share, if any,
such Prohibited Owner paid for the Equity Shares and (2) the number of Equity
Shares which were so converted into Excess Shares and (B) in the case of a
Non-Transfer Event or purported Transfer or Acquisition in which the Prohibited
Owner did not give value for such shares (e.g., if the shares were received
through a gift or devise) and which Non-Transfer Event or purported Transfer or
Acquisition, as the case may be, resulted in the conversion of such shares into
Excess Shares, the product of (1) the price per share equal to the Market Price
for the shares that were converted into such Excess Shares on the date of such
Non-Transfer Event or purported Transfer or Acquisition and (2) the number of
Equity Shares which were so converted into Excess Shares, (ii) the proceeds
received by the Trustee from the sale or other disposition of such Excess Shares
in accordance


                                       24
<PAGE>
with Section 5.7(h) or Section 5.7(j) or (iii) the pro-rata amount of such
Prohibited Owner's initial capital investment in the Company properly allocated
to such Excess Shares (determined by multiplying the Prohibited Owner's total
initial capital investment in the Company by a fraction, the numerator of which
is the number of shares of the Prohibited Owner's Equity Shares converted into
such Excess Shares and the denominator of which is the total number of Equity
Shares held (or purported to be held) by the Prohibited Owner immediately prior
to such conversion (including the shares so converted)). Any amounts received by
the Trustee in respect of such Excess Shares that is in excess of such amounts
to be paid to the Prohibited Owner pursuant to this Section 5.7(i) shall be
distributed to the Beneficiary. Each Beneficiary and Prohibited Owner shall be
deemed to have waived and, if requested, shall execute a written confirmation of
the waiver of, any and all claims that it may have against the Trustee and the
Excess Shares Trust arising out of the disposition of Excess Shares, except for
claims arising out of the gross negligence or willful misconduct of such Trustee
or any failure to make payments in accordance with this Section 5.7 by such
Trustee.

            (j) Purchase Right in Excess Shares. Excess Shares shall be deemed
to have been offered for sale to the Company or its designee, at a price per
share equal to the lesser of (i) the price per share of Equity Shares in the
transaction that created such Excess Shares (or, in the case of a Non-Transfer
Event, Transfer or Acquisition in which the Prohibited Owner did not give value
for the shares (e.g., if the shares were received through a gift or devise), the
Market Price for the shares that were converted into such Excess Shares on the
date of such Non-Transfer Event, Transfer or Acquisition or (ii) the Market
Price for the shares that were converted into such Excess Shares on the date the
Company, or its designee, accepts such offer. The Company shall have the right
to accept such offer for a period of ninety (90) days following the later of (x)
the date of the Acquisition, Non-Transfer Event or purported Transfer which
results in such Excess Shares or (y) the first to occur of (A) the date the
Board of Directors of the Company first determined that an Acquisition, Transfer
or Non-Transfer Event resulting in Excess Shares has occurred and (B) the date
that the Company received a notice of such Acquisition, Transfer or Non-Transfer
Event pursuant to Section 5.7(c).

            (k) Nothing in this Section 5.7 shall limit the authority of the
Board of Directors of the Company to take such other action as it deems
necessary or advisable to protect the Company and the interests of its
Stockholders in preserving the Company's status as a REIT.

      SECTION 5.8 Severability. If any provision of this Article V or any
application of any such provision is determined to be void, invalid or
unenforceable by any court having jurisdiction over the issue, the validity and
enforceability of the remaining provisions of this Article V shall not be
affected and other applications of such provision shall be affected only to the
extent necessary to comply with the determination of such court.

      SECTION 5.9 Waiver. The Company shall have authority at any time to waive
the requirements that Excess Shares be issued or be deemed outstanding in
accordance with the provisions of this Article V if the Company determines,
based on an opinion of nationally recognized tax counsel, that the issuance of
such Excess Shares or the fact that such Excess Shares are deemed to be
outstanding, would jeopardize the status of the Company as a REIT (as that term
is defined in Section 1.5).

      SECTION 5.10 Enforcement. The Company is authorized specifically to seek
equitable relief, including injunctive relief, to enforce the provisions of this
Article V.


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                                   ARTICLE VI

                                  STOCKHOLDERS

      SECTION 6.1 Meetings of Stockholders. There shall be an annual meeting of
the Stockholders, to be held at such time and place as shall be determined by or
in the manner prescribed in the Bylaws, at which the Directors shall be elected
and any other proper business may be conducted. A plurality of all the votes
cast at a meeting of Stockholders duly called and at which a quorum is present
shall be sufficient to elect a Director. A quorum shall be the holders of 50% or
more of the then outstanding Equity Shares entitled to vote. Special meetings of
Stockholders may be called in the manner provided in the Bylaws. If there are no
Directors, the officers of the Company shall promptly call a special meeting of
the Stockholders entitled to vote for the election of successor Directors. Any
meeting may be adjourned and reconvened as the Directors determine or as
provided by the Bylaws.

      SECTION 6.2 Voting Rights of Stockholders. Subject to the provisions of
any class or series of Equity Shares then outstanding and the mandatory
provisions of any applicable laws or regulations, the Stockholders shall be
entitled to vote only on the following matters: (a) election or removal of
Directors as provided in Sections 6.1, 2.3 and 2.4 hereof; (b) amendment of the
Charter as provided in Section 8.1 hereof; (c) dissolution of the Company as
provided in Article IX hereof; (d) merger, consolidation or sale or other
disposition of all or substantially all of the Company Property, as provided in
Section 8.2 hereof; and (e) termination of the Company's status as a REIT under
the REIT Provisions of the Code, as provided in Section 3.2(x) hereof. Except
with respect to the foregoing matters, no action taken by the Stockholders at
any meeting shall in any way bind the Directors.

      SECTION 6.3 Right of Inspection. Stockholders or their designated
representatives shall be permitted access to the Company's records in accordance
with Sections 2-512 and 2-513 of the MGCL.

      SECTION 6.4 Reports. The Directors shall take reasonable steps to ensure
that the Company shall cause to be prepared and mailed or delivered to each
Stockholder as of a record date after the end of the fiscal year and each holder
of other publicly held securities of the Company an annual report for each
fiscal year in accordance with the requirements of the Securities and Exchange
Commission.

                                   ARTICLE VII

    LIMITATION OF STOCKHOLDER LIABILITY; INDEMNIFICATION; EXPRESS EXCULPATORY
              CLAUSES IN INSTRUMENTS; TRANSACTIONS WITH AFFILIATES

      SECTION 7.1 Limitation of Stockholder Liability. No Stockholder shall be
liable for any debt, claim, demand, judgment or obligation of any kind of,
against or with respect to the Company by reason of his being a Stockholder, nor
shall any Stockholder be subject to any personal liability whatsoever, in tort,
contract or otherwise, to any Person in connection with the Company Property or
the affairs of the Company by reason of his being a Stockholder.

      SECTION 7.2 Indemnification. The Company shall be obligated, to the
maximum extent permitted by Maryland law in effect from time to time, to
indemnify, and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to: (a) any individual who is a present or former
director or officer of the Company or (b) any individual who, while a director
or officer of the Company and at the request of the Company, serves or has
served as a director, officer, partner or trustee of another corporation, REIT,
partnership, joint venture, trust, employee benefit plan or any other enterprise
from and against any claim or liability to which such person may become subject
or which such person may incur by reason of his or her service in such capacity.
The Company shall have the power, with the


                                       26
<PAGE>
approval of the Board of Directors, to provide such indemnification and
advancement of expenses to a person who served a predecessor of the Company in
any of the capacities described in (a) or (b) above and to any employee or agent
of the Company or a predecessor of the Company.

      SECTION 7.3 Express Exculpatory Clauses In Instruments. Neither the
Stockholders nor the Directors, officers, employees or agents of the Company
shall be liable under any written instrument creating an obligation of the
Company by reason of their being Stockholders, Directors, officers, employees or
agents of the Company, and all Persons shall look solely to the Company Property
for the payment of any claim under or for the performance of that instrument.
The omission of the foregoing exculpatory language from any instrument shall not
affect the validity or enforceability of such instrument and shall not render
any Stockholder, Director, officer, employee or agent liable thereunder to any
third party, nor shall the Directors or any officer, employee or agent of the
Company be liable to anyone as a result of such omission.

      SECTION 7.4 Transactions with Affiliates. The Company may engage in
transactions with any Affiliates, subject to any express restrictions adopted by
the Directors in the Bylaws or by resolution, and further subject to the
disclosure and ratification requirements of Section 2-419 of the MGCL and other
applicable law.

                                  ARTICLE VIII

          AMENDMENT; MERGER, CONSOLIDATION OR SALE OF COMPANY PROPERTY

      SECTION 8.1 Amendment.

            (a) Except for amendments to those provisions of Article II, Section
2.4 of the Charter requiring a vote of at least two-thirds (2/3) of the Equity
Shares entitled to vote in the election of directors to remove a director, and
except for those amendments permitted to be made without stockholder approval
under Maryland law or by specific provisions of the Charter, any amendment to
the Charter shall be valid only if declared advisable by the Board of Directors
and approved by the affirmative vote of a majority of all the votes entitled to
be cast on the matter.

            (b) The Board of Directors, by a majority vote of the entire Board
and without any action by the Stockholders of the Company, may amend the Charter
from time to time to increase or decrease the aggregate number of authorized
Equity Shares or the number of shares of stock of any class or series that the
Company has authority to issue. The Board of Directors, by a majority vote, may
amend provisions of the Charter from time to time as necessary to enable the
Company to continue to qualify as a REIT under the REIT Provisions of the Code.
In addition, the Board of Directors may amend the Charter by a majority vote and
without any action by the Stockholders to the fullest extent so provided by the
MGCL including, but not limited to, Section 2-605 of the MGCL.

      SECTION 8.2 Merger, Consolidation or Sale of Company Property. Subject to
the provisions of any class or series of Equity Shares at the time outstanding,
the Board of Directors shall have the power to (i) merge the Company with or
into another entity, (ii) consolidate the Company with one (1) or more other
entities into a new entity, (iii) sell or otherwise dispose of all or
substantially all of the Company Property, or (iv) dissolve or liquidate the
Company; provided, however, that such action shall have been approved, at a
meeting of the Stockholders called for that purpose, by the affirmative vote of
the holders of not less than a majority of the Equity Shares then outstanding
and entitled to vote thereon.


                                       27
<PAGE>
                                   ARTICLE IX

                               DURATION OF COMPANY

      SECTION 9.1 The Company automatically will terminate and dissolve on
December 31, 2007, will undertake orderly liquidation and Sales of Company
assets and will distribute any Net Sales Proceeds to Stockholders, unless
Listing occurs, in which event the Company shall continue perpetually unless
dissolved pursuant to the provisions contained herein or pursuant to any
applicable provision of the MGCL.

      SECTION 9.2 Dissolution of the Company by Stockholder Vote. Subject to
applicable law, the Company may be dissolved at any time, provided that such
action has been approved by the affirmative vote of the holders of at least a
majority of the outstanding Equity Shares entitled to vote thereon.


                                    ARTICLE X

                             LIMITATION OF LIABILITY

      To the maximum extent that Maryland law in effect from time to time
permits limitation of the liability of directors and officers of a corporation,
no present or former director or officer of the Company shall be liable to the
Company or its Stockholders for money damages. Neither the amendment nor repeal
of this Article X, nor the adoption or amendment of any other provision of the
Charter or Bylaws inconsistent with this Article X, shall apply to or affect in
any respect the applicability of the preceding sentence with respect to any act
or failure to act which occurred prior to such amendment, repeal or adoption.

                                   ARTICLE XI

                                  MISCELLANEOUS

      SECTION 11.1 Governing Law. These Articles of Amendment and Restatement
are executed by the undersigned Directors and delivered in the State of Maryland
with reference to the laws thereof, and the rights of all parties and the
validity, construction and effect of every provision hereof shall be subject to
and construed according to the laws of the State of Maryland without regard to
conflicts of laws provisions thereof.

      SECTION 11.2 Reliance by Third Parties. Any certificate shall be final and
conclusive as to any persons dealing with the Company if executed by an
individual who, according to the records of the Company or of any recording
office in which the Charter may be recorded, appears to be the Secretary or an
Assistant Secretary of the Company or a Director, and if certifying to: (i) the
number or identity of Directors, officers of the Company or Stockholders; (ii)
the due authorization of the execution of any document; (iii) the action or vote
taken, and the existence of a quorum, at a meeting of the Directors or
Stockholders; (iv) a copy of the Charter or of the Bylaws as a true and complete
copy as then in force; (v) an amendment to the Charter; (vi) the dissolution of
the Company; or (vii) the existence of any fact or facts which relate to the
affairs of the Company. No purchaser, lender, transfer agent or other person
shall be bound to make any inquiry concerning the validity of any transaction
purporting to be made on behalf of the Company by the Directors or by any duly
authorized officer, employee or agent of the Company.

      SECTION 11.3      Provisions in Conflict with Law or Regulations.


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<PAGE>
            (a) The provisions of the Charter are severable, and if the Board of
Directors shall determine that any one or more of such provisions are in
conflict with the REIT Provisions of the Code, or other applicable federal or
state laws, the conflicting provisions shall be deemed never to have constituted
a part of the Charter, even without any amendment of the Charter pursuant to
Section 8.1 hereof; provided, however, that such determination by the Board of
Directors shall not affect or impair any of the remaining provisions of the
Charter or render invalid or improper any action taken or omitted prior to such
determination.

            (b) If any provision of the Charter shall be held invalid or
unenforceable in any jurisdiction, such holding shall not in any manner affect
or render invalid or unenforceable such provision in any other jurisdiction or
any other provision of the Charter in any jurisdiction.

      SECTION 11.4 Construction. In the Charter, unless the context otherwise
requires, words used in the singular or in the plural include both the plural
and singular and words denoting any gender include both genders. The title and
headings of different parts are inserted for convenience and shall not affect
the meaning, construction or effect of the Charter.

      SECTION 11.5 Recordation. The Charter and any amendment hereto shall be
filed for record with the State Department of Assessments and Taxation of
Maryland and may also be filed or recorded in such other places as the Directors
deem appropriate, but failure to file for record the Charter or any amendment
hereto in any office other than in the State of Maryland shall not affect or
impair the validity or effectiveness of the Charter or any amendment hereto. A
restated Charter shall, upon filing, be conclusive evidence of all amendments
contained therein and may thereafter be referred to in lieu of the original
Declaration of Trust and the various amendments thereto.

                               * * * * * * * * * *

      THIRD: The amendment to and restatement of the Charter as hereinabove set
forth have been duly advised by the Board of Directors and approved by the
Stockholders of the Company as required by law.

      FOURTH: The current address of the principal office of the Company in the
State of Maryland and the name and address of the Company's current registered
agent are as set forth in Article I, Section 1.2 of the foregoing amendment and
restatement of the Charter.

      FIFTH: The number of Directors of the Company and the names of those
currently in office are as set forth in Article II, Section 2.3 of the foregoing
amendment and restatement of the Charter.


                                       29
<PAGE>
      SIXTH: THE UNDERSIGNED, Chief Executive Officer of CNL Hotels & Resorts,
Inc., hereby acknowledges the foregoing Articles of Amendment and Restatement to
be the corporate act of said Company and as to all matters or facts required to
be verified under oath, the undersigned Chief Executive Officer 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.

      IN WITNESS WHEREOF, the Company has caused these Articles of Amendment and
Restatement to be signed in its name and on its behalf by its Chief Executive
Officer and attested to by its Secretary on this day of
      , 2006.

ATTEST:                                  CNL HOTELS & RESORTS, INC.



                                         By:
----------------------------------           -----------------------------------
Greerson G. McMullen                         Thomas J. Hutchison III
Secretary                                    Chief Executive Officer


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