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                       FIRST AMENDMENT TO AMENDED AND RESTATED 
                    EMPLOYEE AND DIRECTOR INCENTIVE STOCK PLAN OF 
                           MERIDIAN INDUSTRIAL TRUST, INC. 
                                           

     The Amended and Restated Employee and Director Incentive Stock Plan of 
Meridian Industrial Trust, Inc. (the "Plan") is hereby amended as follows 
effective February 28, 1997:

     1. The definition of "Disinterested Person" in section 1.2 of the Plan 
is amended in its entirety to read as follows: "'Disinterested Person' means a 
person who is both a  'non-employee director' under Rule 16b-3 and an 'outside 
director' as defined in Section 162(m), unless the Board has determined that 
the Plan should not comply with Rule 16b-3 or Section 162(m) or both."

     2. Section 2 of the Plan is amended in its entirety to read as follows: 

          2.        ELIGIBLE PERSONS
          
                    Every person who, at or as of the Grant Date, is (a) a
          full-time employee of the Company or a Subsidiary of the Company,
          (b) a director of the Company or (c) someone whom the
          Administrator designates as eligible for an Award (other than for
          Incentive Stock Options) because the person (i) performs
          bona fide consulting or advisory services for the Company or a
          Subsidiary of the Company (other than services in connection with
          the offer or sale of securities in a capital-raising transaction)
          and (ii) has a direct and significant effect on the financial
          development of the Company or a Subsidiary of the Company shall
          be eligible to receive Awards.  Directors of the Company who are
          not full-time employees are only eligible to receive NQOs under
          Section 5.3 and Director Stock under Section 9.  Notwithstanding
          the foregoing provisions of this Section 2, to ensure that the
          requirements of Section 4 are satisfied, the Board may from time
          to time specify individuals who shall not be eligible for the
          grant of Awards under any plan of the Company or its affiliates.
          Nevertheless, the Board may at any time determine that an
          individual who has been so excluded from eligibility shall become
          eligible for grants of Awards under any plans of the Company or
          its affiliates so long as that eligibility will not impair the
          Plan's satisfaction of the conditions of Rule 16b-3, unless the
          Board has determined that the Plan should not comply with Rule
          16b-3."

          3. The first sentence of section 4.1 of the Plan is amended in its 
entirety to read as follows: "This Plan shall be administered by the 
or by a Board committee or sub-committee (the "Committee") appointed 
by the Board."

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          4. The last sentence of section 4.1 of the Plan is amended in its 
entirety to read as follows:

              With the exception of grants or awards of the type specified in
              Sections 5.3 and 9.1 of this Plan, persons elected to serve on
              the Committee as Disinterested Persons shall not be eligible to
              receive Awards or equity securities under any plan of the Company
              or any of its affiliates while they are serving as members of the
              Committee and shall not have been granted or awarded equity
              securities under the Plan or any other plan of the Company or any
              of its affiliates during the year before their appointments to
              the Committee become effective.

          5. Section 6.1(g) of the Plan is amended in its entirety to read as
follows:

           "(g)    ASSIGNABILITY OF RIGHTS. The Committee may (in its sole
           discretion) permit a Participant to transfer an Award, or may
           cause the Company to grant an Award that otherwise would be
           granted to an eligible individual, in any of the following
           circumstances:  (a) pursuant to a qualified domestic relations
           order, (b) to a trust established for the benefit of the eligible
           individual or one or more of the children, grandchildren, or
           spouse of the Participant, (c) to a limited partnership in which
           all the interests are held by the eligible individual and that
           person's children, grandchildren or spouse; or (d) to another
           person in circumstances that the Committee believes will result
           in the Award continuing to provide an incentive for the eligible
           individual to remain in the service of the Company and apply
           their best efforts for the benefit of the Company.  If the
           Committee determines to allow such transfers or issuances of
           Awards, any Participant or eligible individual desiring such
           transfers or issuances shall make application therefore in the
           manner and time that the Committee specifies and shall comply
           with such other requirements as the Committee may require to
           assure compliance with all applicable laws, including securities
           laws, and to assure fulfillment of the purposes of this Plan. 
           The Committee shall not authorize any such transfer or issuance
           if it may not be made in compliance with all applicable federal,
           state and foreign securities laws.  The granting of permission
           for such an issuance or transfer shall not obligate the Company
           to register the shares of Stock to be issued under the applicable
           Award." 

          6. Section 9.1 of the Plan is amended in its entirety to read as 
follows: 

            9.1    ELECTION.  The Company intends to pay each Eligible
            Director an annual retainer in the amount set from time to time
            by the Board (the "Retainer").  Each Eligible Director shall be
            entitled to receive his or her Retainer exclusively in cash,
            exclusively in shares of Stock ("Director Stock") or any portion
            in cash and any portion in Director Stock.  Each Eligible
            Director shall be given the opportunity, during the month the

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            Eligible Director first becomes an Eligible Director and during
            the last month of each quarter thereafter, to elect among these
            choices for the remainder of the quarter (in the case of the
            election made when the Eligible Director first becomes an
            Eligible Director) and for the following quarter (in the case of
            any subsequent election).  If the Eligible Director chooses to
            receive at least some of his or her Retainer in Director Stock,
            the election shall also indicate the percentage of the Retainer
            to be paid in Director Stock.  If an Eligible Director makes no
            election  during his or her first opportunity to make an
            election, the Eligible Director shall be assumed to have elected
            to receive his or her entire Retainer in cash.  If an Eligible
            Director makes no election during any succeeding election month,
            the Eligible Director shall be assumed to have remade the
            election then currently in effect for that Eligible Director.  An
            election by an Eligible Director to receive a portion of his or
            her retainer in Director Stock shall either (a) be approved by
            (i) the Committee or (ii) the Board of Directors or (b) provide
            that Director Stock received by the Eligible Director pursuant to
            such election shall be held by the Eligible Director for a period
            of six months.


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