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Section 3 of the Meridian Industrial Trust, Inc. Amended and Restated Employee
and Director Incentive Stock Plan is amended in its entirety to read as follows:


     3.   SHARES OF STOCK SUBJECT TO THE PLAN

          3.1  MAXIMUM AMOUNT OF SHARES.  Subject to the provisions of Section
     3.6 of the Plan, the aggregate number of shares of Stock that the Company
     may have subject to outstanding Awards at one time under the Plan shall be
     an amount equal to (a) seven percent of the aggregate of  (i) the total
     number of shares of Stock outstanding from time to time, PLUS (ii) the
     total number of securities convertible into or exchangeable or exercisable
     for shares of Stock outstanding from time to time (in each case other than
     any such securities issued under this Plan and any other stock-based plan
     for employees or directors of the Company) MINUS (b) the total number of
     shares of Stock subject to outstanding Awards on the date of calculation
     under this Plan and any other stock-based plan for employees or directors
     of the Company.

          3.2  DETERMINATION OF AVAILABLE SHARES.  In computing the total number
     of shares subject to outstanding Awards at one time under the Plan, the
     Committee shall count the number of shares of Stock subject to issuance
     upon exercise or settlement of outstanding Options or SARs and the number
     of shares of Stock subject to outstanding Restricted Stock Awards to the
     extent such shares are subject to restriction, determined in each case as
     of the Date of Grant of each Award (other than Awards designated to be paid
     only in cash), but shall not count the number of shares of Stock that have
     been issued upon prior exercise or settlement of Awards.

          3.3  RESTORATION OF UNUSED AND SURRENDERED SHARES.  If Stock subject
     to any Award is not issued or transferred, or ceases to be issuable or
     transferable for any reason, including (but not exclusively) because an
     Award is forfeited, terminated, expires unexercised, is settled in cash in
     lieu of Stock, or is exchanged for other Awards, the shares of Stock that
     were subject to that Award shall no longer be charged against the number of
     available shares and shall again be available for issue, transfer, or
     exercise pursuant to Awards under the Plan to the extent of such
     forfeiture, termination, expiration, or other cessation of its subjection
     to an Award.

          3.4  DESCRIPTION OF SHARES.  The shares to be delivered under the Plan
     shall be made available from (a) authorized but unissued shares of Stock,
     (b) Stock held in the treasury of the Company, or (c) previously issued
     shares of Stock reacquired by the Company, including shares purchased on
     the open market, in each situation as the Administrator may determine from
     time to time at its sole option.

          3.5  REGISTRATION AND LISTING OF SHARES.  From time to time, the Board
     of Directors and appropriate officers of the Company shall and are
     authorized to take whatever actions are necessary to file required
     documents with governmental

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     authorities, stock exchanges, and other appropriate Persons to make shares
     of Stock available for issuance pursuant to Awards.

     3.6  REDUCTION IN OUTSTANDING SHARES OF STOCK.  Nothing in this Section 3
shall impair the right of the Company to reduce the number of outstanding shares
of Stock pursuant to repurchases, redemptions, or otherwise; provided, however,
that no reduction in the number of outstanding shares of Stock shall (a) impair
the validity of any outstanding Award, whether or not that Award is fully
exercisable or fully vested or (b) impair the status of any shares of Stock
previously issued pursuant to an Award or thereafter issued pursuant to a
then-outstanding Award as duly authorized, validly issued, fully paid, and
nonassessable shares.