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                                                                     EXHIBIT 3.5


                                                                       EXHIBIT A

                       TRINET CORPORATE REALTY TRUST, INC.




                  Series D Junior Participating Preferred Stock
                    (Liquidation Preference $1.00 Per Share)


                             ARTICLES SUPPLEMENTARY



                          ----------------------------



            Articles Supplementary of Board of Directors Classifying
                 and Designating a Series of Preferred Stock as
                  Series D Junior Participating Preferred Stock

                          ----------------------------


                          Dated as of February 25, 1998


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                       TRINET CORPORATE REALTY TRUST, INC.


                                   ----------


            Articles Supplementary of Board of Directors Classifying
                 and Designating a Series of Preferred Stock as

                  Series D Junior Participating Preferred Stock
                           and Fixing Distribution and
                   Other Preferences and Rights of Such Series


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               TriNet Corporate Realty Trust, Inc., a Maryland corporation,
having its principal office in the State of Maryland in the City of Baltimore
(the "Company"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

               FIRST: Pursuant to authority conferred upon the Board of
Directors by the Amended and Restated Articles of Incorporation (the "Charter")
and the Amended and Restated Bylaws (the "Bylaws") of the Company, the Board of
Directors, as required by Section 2-208 of the Maryland General Corporation Law,
pursuant to resolutions adopted on February 25, 1998, classified and designated
500,000 shares (the "Shares") of Preferred Stock (as defined in the Charter) as
shares of Series D Junior Participating Preferred Stock, with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications and terms and conditions of
redemption as follows, which upon any restatement of the Charter shall be made
part of Article VII, with any necessary or appropriate changes to the
enumeration or lettering of sections or subsections hereof:

               SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

               Section 1. Number of Shares and Designation. This class of
Preferred Stock shall be designated the Series D Junior Participating Preferred
Stock (the "Series D Preferred Shares") and the number of shares which shall
constitute such series shall be 500,000 shares, par value $.01 per share. Such
number of shares may be increased or decreased by resolution of the Board of
Directors; provided, that no decrease shall reduce the number of Series D
Preferred Shares to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of outstanding
options, 


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rights or warrants or upon the conversion of any outstanding securities
issued by the Company convertible into Series D Preferred Shares.

               Section 2. Dividend Rights. (1) Subject to the rights of holders
of any shares of any series of Preferred Stock (or any similar stock) ranking
prior and superior to the Series D Preferred Shares with respect to dividends,
the holders of Series D Preferred Shares shall be entitled prior to the payment
of any dividends on shares ranking junior to the Series D Preferred Shares to
receive, when, as and if authorized by the Board of Directors out of assets
legally available for the purpose, quarterly dividends payable in cash on the
first day of February, May, August and November in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series D Preferred Shares, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject
to the provision for adjustment hereinafter set forth, 100 times the aggregate
per share amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions (other
than a dividend payable in shares of common stock, par value $0.01 per share, of
the Company (the "Common Stock") or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise)) authorized on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series D Preferred Shares. In the event
the Company shall at any time (i) authorize or pay any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the amount to which holders of Series D Preferred Shares
were entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

               (2) The Company shall authorize a dividend or distribution on the
Series D Preferred Shares as provided in subparagraph (1) above immediately
after it authorizes a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been authorized on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series D
Preferred 



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Shares shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.

               (3) Dividends shall begin to accrue and be cumulative on
outstanding Series D Preferred Shares from the Quarterly Dividend Payment Date
next preceding the date of issue of such Series D Preferred Shares, unless the
date of issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of Series D Preferred Shares entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the Series D Preferred Shares in an amount less than
the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of Series D Preferred Shares entitled to receive
payment of a dividend or distribution authorized thereon, which record date
shall be no more than 30 days prior to the date fixed for the payment thereof.

               Section 3. Liquidation. (1) Upon any liquidation, dissolution or
winding up of the Company, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series D Preferred Shares unless, prior
thereto, the holders of shares of Series D Preferred Shares shall have received
$1.00 per share (the "Series D Liquidation Preference"), plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
authorized, to the date of such payment. Following the payment of the full
amount of the Series D Liquidation Preference, no additional distributions shall
be made to the holders of shares of Series D Preferred Shares unless, prior
thereto, the holders of shares of Common Stock shall have received an amount per
share (the "Common Adjustment") equal to the quotient obtained by dividing (i)
the Series D Liquidation Preference by (ii) 100 (as appropriately adjusted as
set forth in subparagraph (3) below to reflect such events as stocks splits,
stock dividends and recapitalizations with respect to the Common Stock) (such
number in clause (ii), the "Adjustment Number"). Following the payment of the
full amount of the Series D Liquidation Preference and the Common Adjustment in
respect of all outstanding Series D Preferred Shares and shares of Common Stock,
respectively, holders of Series D Preferred Shares and holders of shares of
Common Stock shall receive their ratable and proportionate 



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share of the remaining assets to be distributed in the ratio of the Adjustment
Number to 1 with respect to the Series D Preferred Shares and Common Stock, on a
per share basis, respectively.

               (2) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series D Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series D Preferred Shares, then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences. In the event, however,
that there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to
the holders of Common Stock.

               (3) In the event the Company shall at any time (i) authorize any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the Adjustment Number in effect
immediately prior to such event shall be adjusted by multiplying such Adjustment
Number by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

               Section 4. No Redemption. (1) Except as provided below, the
Series D Preferred Shares shall not be redeemable.

               (2) The Series D Preferred Shares are subject to the provisions
of Article IX of the Charter, including, without limitation, the provisions for
the redemption of Excess Stock (as defined in such Article).

               Section 5. Voting Rights. The holders of Series D Preferred
Shares shall have the following voting rights:

               (1) Subject to the provision for adjustment hereinafter set
        forth, each Series D Preferred Share shall entitle the holder thereof to
        100 votes on all matters voted on at a meeting of the stockholders of
        the Company. In the event the Company shall at any time (i) authorize or
        pay any dividend on Common Stock payable in shares of Common Stock, or
        (ii) subdivide the outstanding Common Stock, or (iii) combine the
        outstanding Common Stock into a smaller number of shares, then in each
        such case the number of votes per share to which holders of Series D
        Preferred Shares were entitled immediately prior to such event shall be
        adjusted by multiplying such number by a 



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        fraction, the numerator of which is the number of shares of Common Stock
        outstanding immediately after such event and the denominator of which is
        the number of shares of Common Stock that were outstanding immediately
        prior to such event.

               (2) Except as otherwise provided herein or by law, the holders of
        Series D Preferred Shares and the holders of shares of Common Stock and
        any other stock of the Company having general voting rights shall vote
        together as one voting group on all matters submitted to a vote of
        stockholders of the Company.

               (3) Except as set forth herein, holders of Series D Preferred
        Shares shall have no special voting rights and their consent shall not
        be required (except to the extent they are entitled to vote with holders
        of Common Stock as set forth herein) for taking any corporate action.

               Section 6.  Certain Restrictions.

               (1) Whenever quarterly dividends or other dividends or
distributions payable on the Series D Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not authorized, on Series D Preferred Shares
outstanding shall have been paid in full, the Company shall not:

               (a) authorize or pay dividends on, make any other distributions
        on, or redeem or purchase or otherwise acquire for consideration any
        shares of stock ranking junior (either as to dividends or upon
        liquidation, dissolution or winding up) to the Series D Preferred
        Shares;

               (b) authorize or pay dividends on or make any other distributions
        on any shares of stock ranking on a parity (either as to dividends or
        upon liquidation, dissolution or winding up) with the Series D Preferred
        Shares, except dividends paid ratably on the Series D Preferred Shares
        and all such parity stock on which dividends are payable or in arrears
        in proportion to the total amounts to which the holders of all such
        shares are then entitled;

               (c) redeem or purchase or otherwise acquire for consideration
        shares of any stock ranking on a parity (either as to dividends or upon
        liquidation, dissolution or winding up) with the Series D Preferred
        Shares, provided that the Company may at any time redeem, purchase or
        otherwise acquire shares of any such parity stock in exchange for shares
        of any stock of the Company ranking junior (either as to dividends or
        upon dissolution, liquidation or winding up) to the Series D Preferred
        Shares; or



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               (d) purchase or otherwise acquire for consideration any shares of
        Series D Preferred Shares or any shares of stock ranking on a parity
        with the Series D Preferred Shares, except in accordance with a purchase
        offer made in writing or by publication (as determined by the Board of
        Directors) to all holders of such shares upon such terms as the Board of
        Directors, after consideration of the respective annual dividend rates
        and other relative rights and preferences of the respective series and
        classes, shall determine in good faith will result in fair and equitable
        treatment among the respective series or classes.

               (2) The Company shall not permit any subsidiary of the Company to
purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company could, under subparagraph (1) of this Section 6,
purchase or otherwise acquire such shares at such time and in such manner.

               Section 7. Reacquired Shares. Any Series D Preferred Shares
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein or in the Charter.

               Section 8. Merger, Consolidation, etc. In case the Company shall
enter into any merger, consolidation, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each Series D
Preferred Share shall at the same time be similarly exchanged or changed into an
amount per share (subject to the provision for adjustment hereinafter set forth)
equal to 100 times the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which or for which
each share of Common Stock is changed or exchanged. In the event the Company
shall at any time (i) authorize any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in each such
case the amount set forth in the preceding sentence with respect to the exchange
or change of Series D Preferred Shares shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.



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               Section 9. Ranking. The Series D Preferred Shares shall rank,
with respect to the payment of dividends and distribution of assets, junior to
all series of any other class of the Company's Preferred Stock unless the terms
of any such series shall provide otherwise.

               Section 10. Amendment. The Charter, including these Articles
Supplementary establishing the rights and preferences of the Series D Preferred
Shares, shall not be amended in any manner which would materially alter or
change the preferences, voting powers or other rights or restrictions of the
Series D Preferred Shares, as set forth herein, so as to affect them adversely
without the affirmative vote of the holders of a majority of the outstanding
shares of Series D Preferred Shares, voting separately as one voting group.

               Section 11. Fractional Shares. Series D Preferred Shares may be
issued in fractions of a share which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series D Preferred Shares.

               SECOND: The Shares have been classified and designated by the
Board of Directors under the authority contained in the Charter.

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

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


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               IN WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be executed under seal in its name and on its behalf of its
President and attested to by its Secretary on this 25th day of February, 1998.



                                      TRINET CORPORATE REALTY TRUST, INC.


                                      By:
                                         ---------------------------------------
                                         Name:  Mark S. Whiting
                                         Title: President and Chief Executive
                                                Officer
Attest:



------------------------------------
Name:  A. William Stein
Title: Executive Vice President,
            Chief Financial Officer
            and Secretary



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