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                                AMENDMENT NO. 1 TO THE
                                 AMENDED AND RESTATED
                           EMPLOYEE AND DIRECTOR INCENTIVE
                                    STOCK PLAN OF
                           MERIDIAN INDUSTRIAL TRUST, INC.


     THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED EMPLOYEE AND DIRECTOR
INCENTIVE STOCK PLAN OF MERIDIAN INDUSTRIAL TRUST, INC. (the "AMENDMENT"), is
effective as of January 20, 1998.


                                   R E C I T A L S:

     A.   On January 26, 1996, Meridian Industrial Trust, Inc., a Maryland
corporation (the "COMPANY") adopted the Amended and Restated Employee and
Director Incentive Stock Plan, and that plan was subsequently amended on
February 26, 1997 and May 16, 1997 (that plan, as so amended, is referred to
below as the "PLAN").

     B.   The Plan is intended to (i) furnish incentive to individuals chosen to
receive stock-based awards because they are considered capable of responding by
improving operations and increasing profits; (ii)encourage selected employees to
accept or continue employment with the Company; and (iii) increase the interest
of directors of the Company in the Company's welfare through their participation
in the growth in value of the Company's common stock.

     C.   Section 12 of the Plan provides that the Plan may be amended by action
of the Board of Directors of the Company (the "BOARD").

     D.   The Board of Directors of the Company has determined that it is in the
best interest of the Company that the Plan should be amended to provide for
vesting of all stock appreciation rights and options issued pursuant to the Plan
in the event of a Change of Control (as hereinafter defined)

     E.   All terms that are defined in the Plan and used herein shall have the
same meanings given such terms in the Plan.

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1.   The following defined terms are hereby added to Section 1.2 of the
Plan in alphabetical order.

     "CHANGE OF CONTROL" means the occurrence of any of the following events:

     (a)  The acquisition by any Person of beneficial ownership (within the
          meaning

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          of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of
          either (x) the then outstanding shares of Stock (the "OUTSTANDING
          COMPANY COMMON STOCK") or (y) the combined voting power of the then
          outstanding voting securities of the Company entitled to vote
          generally in the election of directors (the "OUTSTANDING COMPANY
          VOTING SECURITIES"); provided, however, that for purposes of this
          subsection (a), the following acquisitions shall not constitute a
          Change of Control; (i) any acquisition directly from the Company,
          (ii) any acquisition by the Company, (iii) any acquisition by any
          employee benefit plan (or related trust) sponsored or maintained by
          the Company or any entity controlled by the Company or (iv) any
          acquisition by any entity pursuant to a transaction which complies
          with clauses (i), (ii) and (iii) of subsection (c) below; and provided
          further that an acquisition of beneficial ownership that is a direct
          result of a redemption, repurchase or cancellation of shares of
          Outstanding Company Common Stock or Outstanding Company Voting
          Securities authorized by the Incumbent Board (as hereinafter defined)
          shall not constitute a Change of Control; or

     (b)  Individuals who, as of the date of this Plan, constitute the Board
          (the "INCUMBENT BOARD") cease for any reason to constitute at least a
          majority of the Board; provided, however, that any individual becoming
          a director subsequent to the date of this Plan whose election, or
          nomination for election by the Company's stockholders, was approved by
          a vote of at least a majority of the directors then comprising the
          Incumbent Board shall be considered as though such individual were a
          member of the Incumbent Board, but excluding, for this purpose, any
          such individual whose initial assumption of office occurs as a result
          of an actual or threatened election contest with respect to the
          election or removal of directors or other actual or threatened
          solicitation of proxies or consents by or on behalf of a Person other
          than the Board; or

     (c)  Consummation of a reorganization, merger or consolidation or sale or
          other disposition of all or substantially all of the assets of the
          Company or an acquisition of assets of another entity (a "BUSINESS
          COMBINATION"), in each case, unless, following such Business
          Combination, (i) all or substantially all of the individuals and
          entities who were the beneficial owners, respectively, of the
          Outstanding Company Common Stock and Outstanding Company Voting
          Securities immediately prior to such Business Combination beneficially
          own, directly or indirectly, more than 50% of, respectively, the then
          outstanding shares of common stock and the combined voting power of
          the then outstanding voting securities entitled to vote generally in
          the election of directors, as the case may be, of the entity resulting
          from such Business Combination (including, without limitation, an
          entity which as a result of such transaction owns the Company or all
          or substantially all of the Company's assets either directly or
          through one or more subsidiaries) in substantially the same
          proportions as their ownership,

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          immediately prior to such Business Combination of the Outstanding
          Company Common Stock and Outstanding Company Voting Securities, as the
          case may be, (ii) no Person (excluding any entity resulting from such
          Business Combination, any employee benefit plan (or related trust) of
          the Company or such entity resulting from such Business Combination)
          beneficially owns, directly or indirectly, 35% or more of,
          respectively, the then outstanding shares of common stock of the
          Company resulting from such Business Combination or the combined
          voting power of the then outstanding voting securities of such Company
          except to the extent that such ownership existed prior to the Business
          Combination and (iii) at least a majority of the members of the board
          of directors of the Company resulting from such Business Combination
          were members of the Incumbent Board at the time of the execution of
          the initial agreement, or of the action of the Board, providing for
          such Business Combination; or

     (d)  Approval by the stockholders of the Company of a complete liquidation
          or dissolution of the Company.

     "NON-SURVIVING EVENT" means an event of Restructure as described in either
subparagraph (b) or (c) of the definition of "Restructure"set forth below.

     "PERSON" means any person or entity of any nature whatsoever, specifically
including (but not limited to) an individual, a firm, a company, a corporation,
a limited liability company, a partnership, a trust or other entity. A Person,
together with that Person's affiliates and associates (as those terms are
defined in Rule 12b-2 under the Exchange Act for purposes of this definition
only), and any Persons acting as a partnership, limited partnership, joint
venture, association, syndicate or other group (whether or not formally
organized), or otherwise acting jointly or in concert or in a coordinated or
consciously parallel manner (whether or not pursuant to any express agreement),
for the purpose of acquiring, holding, voting or disposing of securities of the
Corporation with that Person, shall be deemed a single "Person."

     "RESTRUCTURE" means the occurrence of any one or more of the following:

     (a)  The merger or consolidation of the Company with any Person, whether
          effected as a single transaction or a series of related transactions,
          with the Company remaining the continuing or surviving entity of that
          merger or consolidation and the Stock remaining outstanding and not
          changed into or exchanged for stock or other securities of any other
          Person or of the Company, cash, or other property;

     (b)  The merger or consolidation of the Company with any Person, whether
          effected as a single transaction or a series of related transactions,
          with (i) the Company not being the continuing or surviving entity of
          that merger or consolidation or (ii) the Company remaining the
          continuing or surviving entity of that merger or consolidation but all
          or a part of the outstanding shares of Stock are changed into

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          or exchanged for stock or other securities of any other Person or the
          Company, cash, or other property; or

     (c)  The transfer, directly or indirectly, of all or substantially all of
          the assets of the Company (whether by sale, merger, consolidation,
          liquidation or otherwise) to any Person whether effected as a single
          transaction or a series of related transactions.


     2.   The Plan is hereby amended by amending and restating Section 6.1(b) in
its entirety as follows:

     "(b) CERTAIN CORPORATE TRANSACTIONS.

          (i)  This Section 6.1(b) addresses the impact of certain corporate
               transactions on outstanding Awards other than Awards granted to
               Eligible Directors (except to the extent provided in Section
               6.1(c)) and other than transactions requiring adjustments in
               accordance with Section 6.1(a).  In case of any reclassification
               or change of outstanding shares of Stock issuable upon exercise
               of an outstanding Award or in the case of any consolidation or
               merger of the Company with or into another entity (other than a
               merger in which the Company is a continuing corporation and which
               does not result in any reclassification or change in the
               then-outstanding shares of Stock) or in the case of any sale or
               conveyance to another entity of the property of the Company as an
               entirety or substantially as an entirety, then, as a condition of
               such reclassification, change, consolidation, merger, sale or
               conveyance, the Company or such successor or purchasing entity,
               as the case may be, shall make lawful and adequate provision
               whereby the holder of each outstanding Award shall thereafter
               have the right, on exercise of such Award, to receive the kind
               and amount of securities, property and/or cash receivable upon
               such reclassification, change, consolidation, merger, sale or
               conveyance by a holder of the number of securities issuable upon
               exercise of such Award immediately before such reclassification,
               change, consolidation, merger, sale or conveyance.  Such
               provision shall include adjustments which shall be as nearly
               equivalent as may be practicable to the adjustments provided for
               in Section 6.1(a).  The actions described in this Section 6.1(b)
               may be taken without regard to any resulting tax consequences to
               the Participant.

         (ii)  CHANGE OF CONTROL.  Upon the occurrence of a Change of Control,
               (A) all outstanding Stock Appreciation Rights and Options shall
               immediately become fully vested and exercisable in full,
               including that portion of any Stock Appreciation Right or Option
               (other than Director Options) that

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               pursuant to the terms and provisions of the applicable Award
               Agreement had not yet become exercisable (the total number of
               shares of Stock as to which a Stock Appreciation Right or Option
               is exercisable upon the occurrence of a Change of Control is
               referred to herein as the "TOTAL SHARES"); and (B) the
               restriction period of any Restricted Stock Award shall
               immediately be accelerated and the restrictions shall expire.  If
               a Change of Control involves a Restructure or occurs in
               connection with a series of related transactions involving a
               Restructure and if such Restructure is in the form of a
               Non-Surviving Event and as a part of such Restructure shares of
               stock, other securities, cash or property shall be issuable or
               deliverable in exchange for Stock, then the holder of an Award
               shall be entitled to purchase or receive (in lieu of the Total
               Shares that the Participant would otherwise be entitled to
               purchase or receive), as appropriate for the form of Award, the
               number of shares of stock, other securities, cash or property to
               which that number of Total Shares would have been entitled in
               connection with such Restructure (and, for Options, at an
               aggregate exercise price equal to the Exercise Price that would
               have been payable if that number of Total Shares had been
               purchased on the exercise of the Option immediately before the
               consummation of the Restructure).  Nothing in this Section 6.1(b)
               shall impose on a Participant the obligation to exercise any
               Award immediately before or upon the Change of Control, nor shall
               the Participant forfeit the right to exercise the Award during
               the remainder of the original term of the Award because of a
               Change of Control or because the Participant's employment is
               terminated for any reason following a Change of Control.

               The Company shall attempt to keep all Participants informed with
               respect to any Change in Control or Restructure or of any
               potential Change of Control or Restructure to the same extent
               that the Company's stockholders are informed by the Company of
               any such event or potential event."

     3.   Except as herein specifically amended, the Plan shall continue in full
force and effect in accordance with its terms.

     IN WITNESS WHEREOF, the Company has duly executed this Amendment as of the
day and year first above written.


                                             MERIDIAN INDUSTRIAL TRUST, INC.



                                             By:



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                                             Name:
                                             Title:

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