BERKSHIRE REALTY COMPANY, INC.


                           CERTIFICATE OF DESIGNATION
                 Designating 2,737,000 shares of Preferred Stock
                             as 2,737,000 shares of
                    SERIES 1997-A CONVERTIBLE PREFERRED STOCK
                           (par value $0.01 per share)



             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware


     Berkshire Realty Company, Inc., a corporation organized and existing under
the laws of Delaware (the "Corporation"), does hereby certify that:

     Pursuant to the authority contained in Article IV of the Restated
Certificate of Incorporation of the Corporation, as amended (the "Charter"), and
in accordance with the provisions of Section 151 of the General Corporation Law
of the State of Delaware (the "DGCL"), the Board of Directors of the Corporation
duly adopted the following resolution creating a series of the Preferred Stock,
par value $.01 (the "Preferred Stock"), designated as Series 1997-A Convertible
Preferred Stock:

     RESOLVED, that a series of the class of authorized Preferred Stock, par
value $.01, of the Corporation be hereby created, and that the designation and
amount thereof and the voting powers, preferences and relative, participating,
optional and other special rights of the shares of such series, and the
qualifications, limitations and restrictions thereof are as follows:

     Section 1. Designation, Amount and Price.

     Of the 60,000,000 authorized shares of Preferred Stock, 2,737,000 shares
are designated Series 1997-A Convertible Preferred Stock (the "Series 1997-A
Convertible Preferred Stock").

     Section 2. Dividends and Distributions.

     (a) Holders of shares of Series 1997-A Convertible Preferred Stock will be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the payment of dividends, cumulative quarterly cash
dividends (rounded up to the nearest whole cent) equal to the greater of (i)
2.25% of $25.00 per share (such $25.00, the "Stated Value"), and (ii) the per
share Common Stock Dividend Amount, payable in each case in arrears on February
15, May 15, August 15 and November 15 of each year, commencing on the first such
day after the issuance of a share of Series 1997-A Convertible Preferred Stock
(each a "Dividend Payment Date"). The "Common Stock Dividend Amount" applicable
as of any Dividend Payment Date shall mean the amount which is the product of
(i) the dollar amount of the dividend paid per share of Common Stock on the
dividend payment date with respect to the shares of Common Stock (other than a
distribution payable solely in shares of Common Stock) which occurs on such
Dividend Payment Date or, if no such dividend payment date occurs on such
Dividend Payment Date, the dividend payment date with respect to the shares of
Common Stock next preceding such Dividend Payment Date and (ii) the number of
shares of Common Stock into which each share of Series 1997-A Convertible
Preferred Stock is entitled to be converted, at the Conversion Price then in
effect and otherwise as set forth in this Certificate of Designation, as of the
record date established for such Dividend Payment Date (determined, for purposes
of this computation, to the fourth decimal place). Such dividends will accrue
daily on the basis of a 360-day year of twelve 30-day months, and will, to the
extent not paid in full on a Dividend Payment Date, compound quarterly at a rate
of 2.25% per quarter, whether or not the Corporation has earnings or surplus.
The dividend payable to a holder of a share of Series 1997-A Convertible
Preferred Stock on the first Dividend Payment Date after the share is issued
will be the accrued dividend calculated from September 25, 1997


<PAGE>



to such Dividend Payment Date. If any Dividend Payment Date is not a Business
Day, the dividend due on that Dividend Payment Date will be paid on the Business
Day immediately succeeding that Dividend Payment Date. Each Dividend Payment
Date will be on a date which is the date fixed for payment of dividends with
respect to the shares of Common Stock or is not more than five Business Days
after the date fixed for payment of dividends with respect to the shares of
Common Stock. As used with regard to the Series 1997-A Convertible Preferred
Stock, the term "Business Day" means a day on which both state and federally
chartered banks in New York, New York are required to be open for general
banking business, and all accrued and compounded dividends together with all
accrued but not yet due dividends (whether or not declared or authorized) are
referred to as "Accrued Dividends."

     (b) Each dividend will be payable to holders of record of the Series 1997-A
Convertible Preferred Stock on a date (a "Record Date") selected by the Board of
Directors which is not less than 10 nor more than 45 days before the Dividend
Payment Date on which the dividend is to be paid. No Record Date will precede
the close of business on the date the Record Date is fixed.

     (c) Unless and until all Accrued Dividends on the Series 1997-A Convertible
Preferred Stock under Section 2(a) through the last preceding Dividend Payment
Date have been paid, the Corporation may not (i) declare or pay any dividend,
make any distribution (other than a distribution payable solely in shares of
Common Stock), or set aside any funds or assets for payment or distribution with
regard to any Junior Shares (as herein defined), (ii) redeem or purchase
(directly or through the Operating Partnership or Subsidiaries), or set aside
any funds or other assets for the redemption or purchase of, any Junior Shares
or (iii) authorize, take or cause or permit to be taken any action of the
general partner of the Operating Partnership, that will result in (A) the
declaration or payment by the Operating Partnership (defined below) of any
distribution to its partners (other than distributions made concurrently with
distributions payable to the Corporation in respect of its partnership interest
that will be used by the Corporation to fund the payment of dividends on the
Series 1997-A Convertible Preferred Stock (such distributions to the Corporation
being referred to as "Authorized LP Distributions")), or set aside any funds or
assets for payment of any distributions to its partners (other than those made
concurrently with Authorized LP Distributions) or (B) the redemption or purchase
(directly or through the Operating Partnership or Subsidiaries), or the setting
aside of any funds or other assets for the redemption or purchase of, any
partnership interests in the Operating Partnership, except for conversions of
partnership interests in the Operating Partnership in the ordinary course into
shares of Common Stock. As used with regard to the Series 1997-A Convertible
Preferred Stock, the term "Junior Shares" means all shares of Common Stock and
all shares of any other class or series of stock of the Corporation to which the
shares of Series 1997-A Convertible Preferred Stock are prior in rank with
regard to payment of dividends or payments upon the liquidation, dissolution or
winding-up of the Corporation; the term "Operating Partnership" means BRI OP
Limited Partnership, a Delaware limited partnership, or any successor thereto;
and the term "Subsidiary" means any Person in which the Company directly or
indirectly owns any equity interest. As used herein, "Person" shall mean an
individual, partnership, corporation, limited liability company, business trust,
joint stock company, trust, unincorporated association, joint venture, nation or
government, any state or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government or other entity of whatever nature.

     (d) While any shares of Series 1997-A Convertible Preferred Stock are
outstanding, the Corporation may not pay any dividend, or set aside any funds
for the payment of a dividend, with regard to any shares of any class or series
of stock of the Corporation which ranks on a -parity with Series 1997-A
Convertible Preferred Stock as to payment of dividends unless at least a
proportionate payment is made with regard to all Accrued Dividends on the Series
1997-A Convertible Preferred Stock (except, as to any shares of the Series
1997-A Convertible Preferred Stock as to which a notice of conversion has been
furnished by the holder thereof, at the effective time of conversion). A payment
of dividends with regard to the Series 1997-A Convertible Preferred Stock will
be proportionate to a payment of a dividend with regard to another class or
series of stock if the dividend per share of Series 1997-A Convertible Preferred
Stock is the same percentage of the Accrued Dividends (except as aforesaid) with
regard to a share of Series 1997-A Convertible Preferred Stock that the dividend
paid with regard to a share of stock of the other class or series is of the
Accrued Dividends (except as aforesaid) with regard to a share of stock of that
other class or series.


                                        2

<PAGE>


     (e) Any dividend paid with regard to shares of Series 1997-A Convertible
Preferred Stock will be paid equally with regard to each outstanding share of
Series 1997-A Convertible Preferred Stock, except to the extent that shares of
Series 1997-A Convertible Preferred Stock are outstanding for differing amounts
of time during the relevant dividend period.

     Section 3. Voting Rights.

     The voting rights of the holders of shares of Series 1997-A Convertible
Preferred Stock will be only the following:

     (a) The holders of shares of Series 1997-A Convertible Preferred Stock will
have the right to vote on all matters, including without limitation, Transfers,
mergers or consolidations or recapitalizations of the nature described in
Sections 4(a)(i), 4(a)(ii) and 4(a)(iii) of this Certificate of Designation, on
which the holders of Common Stock are entitled to vote on an "as converted"
basis with holders of shares of the Common Stock, as though part of the same
class as holders of Common Stock, with such number of shares of Common Stock
deemed held of record by holders of shares of Series 1997-A Convertible
Preferred Stock on any Record Date as would be the number of shares of Common
Stock into which the shares of Series 1997-A Convertible Preferred Stock held by
such holder would be entitled to be converted on such Record Date. The holders
of shares of Series 1997-A Convertible Preferred Stock shall receive all notices
of meetings of the holders of shares of Common Stock, and all other notices and
correspondence to the holders of shares of Common Stock provided by the
Corporation, and shall be entitled to take such actions, and shall have such
rights, as are set forth in this Certificate of Designation or are otherwise
available to the holders of shares of Common Stock in the Charter and in the
By-laws of the Corporation as are in effect on the date hereof, in each case
with the same effect as would be taken by holders of Series 1997-A Convertible
Preferred Stock if deemed to be holders of such number of shares of Common Stock
as determined as aforesaid.

     (b) While any shares of Series 1997-A Convertible Preferred Stock are
outstanding, the Corporation will not, directly or indirectly, including through
a merger or consolidation with any other corporation or otherwise, without
approval of holders of at least a majority of the outstanding shares of Series
1997-A Convertible Preferred Stock, voting separately as a class, (i) issue any
shares of Series 1997-A Convertible Preferred Stock except pursuant to that
certain Stock Purchase Agreement dated as of September 19, 1997, as amended, by
and among the Corporation, Westbrook Berkshire Holdings, L.L.C., and Westbrook
Real Estate Fund II, L.P., or increase the number of authorized shares of Series
1997-A Convertible Preferred Stock; (ii) combine, split or reclassify the
outstanding shares of Series 1997-A Convertible Preferred Stock into a smaller
or larger number of shares; (iii) exchange or convert any shares of Series
1997-A Convertible Preferred Stock for other securities or the right to receive
cash, or propose or require an exchange or conversion other than as provided in
this Certificate of Designation, or reclassify any shares of Series 1997-A
Convertible Preferred Stock, or to authorize, create, classify, reclassify or
issue any class or series of stock ranking prior to or on a parity with the
Series 1997-A Convertible Preferred Stock either as to dividends or upon
liquidation, dissolution or winding-up of the Corporation or as to the rights of
the Series 1997-A Convertible Preferred Stock set forth in this Section 3; (iv)
amend, alter or repeal, or permit to be amended, altered or repealed, the
following provisions of the By-laws of the Corporation: Article I, Section 8,
Article II, Section 2 and Article VI, Section 7 or 9 or (v) amend, alter or
repeal, or permit to be amended, altered or repealed, any of the provisions of
the Charter, this Certificate of Designation, the By-laws of the Corporation,
the agreement of limited partnership of the Operating Partnership, or any
organizational document of any Subsidiary, in such a manner as would affect
adversely the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications and terms and conditions of redemption of (A) the Series 1997-A
Convertible Preferred Stock (including, without limitation, taking any such
action the result of which could be to alter the manner or rate of exchange of
partnership interests in the Operating Partnership for securities of the
Corporation as in effect on the date hereof) or, (B) in the case of a proposed
amendment to the agreement of limited partnership of the Operating Partnership,
or any organizational document of any Subsidiary, in such a manner as would
affect adversely the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends and other distributions, and
qualifications of the holders of shares of the Series 1997-A Convertible
Preferred Stock or the Common Stock and the shares of Series 1997-A Convertible
Preferred Stock, considered as a whole.



                                        3

<PAGE>



     (c) Until March 19, 1999, and for so long thereafter as there shall be
outstanding a number of shares of Series 1997-A Convertible Preferred Stock not
less than 29% of the shares of Series 1997-A Convertible Preferred Stock issued
by the Corporation to Westbrook Berkshire Holdings, L.L.C., the Corporation will
not, directly or indirectly, including through a merger or consolidation with
any other corporation or otherwise, without the approval of the holders of not
less than a majority of the outstanding shares of the Series 1997-A Convertible
Preferred Stock, voting separately as a class, propose, authorize, take, or
cause to be taken or allow to occur any of the following actions: (i) the
Transfer (as defined below) of the record or beneficial ownership of any
interest in Berkshire Apartments, Inc., the Transfer by Berkshire Apartments,
Inc. to a third party of the right to exercise all or a portion of its rights as
the general partner of the Operating Partnership, or the Transfer in a single
transaction or series of transactions of the assets of the Corporation, the
Operating Partnership and the Subsidiaries, considered as a whole, including for
such purpose any Person (except that, with respect to any such Person in which
the Corporation or the Operating Partnership has a direct or indirect minority
interest such that a sale, transfer or assignment is not within the
Corporation's or Operating Partnership's control, and is not otherwise a part of
the transaction or series of transactions otherwise occurring, this provision
shall not apply) owned directly or indirectly by the Corporation to the extent
of the Corporation's attributed interest in such other Person, having a fair
market value (based on the value of the total consideration of each such
transaction, including, without limitation, any debt assumed by any purchaser in
connection therewith) in excess of 10% of the Corporation Market Capitalization
within any 90-day period or 20% of the Corporation Market Capitalization within
any 360-day period, (ii) the Corporation's termination of the election, or the
taking of any action by the Corporation which would cause termination other than
by election, of the Corporation as a real estate investment trust under the
Internal Revenue Code of 1986, as amended, (iii) any alteration in the
Corporation's or the Operating Partnership's business, or the business of the
Corporation, the Operating Partnership and the Subsidiaries, considered as a
whole, such that real estate assets owned directly or indirectly by the
Corporation are, on a square foot basis, less than 90% invested in multifamily
residential properties; or (iv) the Transfer on or before September 19, 1998, of
more than 30% of the Common Stock or units of the Operating Partnership held
directly or indirectly, of record or beneficially, by any of Douglas Krupp or
David Marshall, as of the date hereof, by any of such Persons. There shall be
excluded from the transactions requiring approval of not less than a majority of
the outstanding shares of Series 1997-A Convertible Preferred Stock, as set
forth in clause (i) of this Section 3(c), the (a) public market trading of
shares of Common Stock in unsolicited transactions, (b) sale of Common Stock or
other securities of the Corporation in any underwritten, widely distributed
offering and (c) a transaction which is of the nature described in and subject
to Section 4(a)(i), 4(a)(ii) and 4(a)(iii) of this Certificate of Designation.
There shall be excluded from the transactions requiring approval of not less
than a majority of the outstanding shares of Series 1997-A Convertible Preferred
Stock, as set forth in clause (iv) of this Section 3(c), any Transfer, as to any
said Person, which occurs solely and directly as a result of the death or
proceedings in divorce of such Person. As used herein, "Corporation Market
Capitalization" is the total market capitalization of the Corporation determined
by reference to (determined based upon the Current Market Price, as defined in
Section 5(e)(viii) of this Certificate of Designation) (i) outstanding (assuming
for this purpose the exercise of all then outstanding warrants or other rights
to acquire Common Stock, and the conversion of all other Common Stock
equivalents not otherwise referenced below) shares of Common Stock, (ii)
outstanding shares of Series 1997-A Convertible Preferred Stock (determined as
the quotient of (x) the product of (A) the Current Market Price of a share of
Common Stock and (B) the aggregate Stated Value and Accrued Dividends of all
outstanding shares of Series 1997-A Convertible Preferred Stock, and (y) the
Conversion Price then in effect), and (iii) all partnership and other interests
in the Operating Partnership and the other Subsidiaries held by Persons (other
than the Company and the Subsidiaries) (assuming for this purpose the exchange
or conversion of all such third-Person partnership and other interests in the
Operating Partnership or other Subsidiaries for shares of Common Stock), plus
total consolidated and unconsolidated debt of the Corporation, the Operating
Partnership and the other Subsidiaries, but excluding (i) all nonrecourse
consolidated debt in excess of the Corporation's proportionate share of such
debt and (ii) all nonrecourse unconsolidated debt of partnerships of which the
Corporation is directly or indirectly a limited partner. As used herein,
"Transfer" means any sale, transfer by operation of law or otherwise,
assignment, disposition or arrangement, whether voluntary or involuntary, which
has the effect, directly or indirectly, of altering the holding of or causing or
permitting another Person to succeed to, any voting control or economic
interest, whether beneficial or of record or both, including any arrangement for
collateral purposes only, or which could, with the passage of time or the
occurrence of any event, or both, have such effect.




                                        4

<PAGE>


     (d) The holders of shares of Series 1997-A Convertible Preferred Stock,
voting as a separate class, shall be entitled at all times and at any time to
elect one director (the "Series 1997-A Preferred Director") to the Board of
Directors of the Corporation (the "Board"); provided, however, that the size of
the Board shall not be increased above nine at any time unless Westbrook Real
Estate Fund II, L.P. shall be entitled to elect or appoint that number of
directors to such expanded Board that will permit ERISA counsel to Westbrook
Real Estate Fund II, L.P. to confirm that Westbrook Berkshire Holdings, L.L.C.'s
investment in the Series 1997-A Convertible Preferred Stock will continue to
qualify as a "venture capital investment" under the plan asset rules and
regulations promulgated under and the provisions of the Employee Retirement
Income Security Act of 1974, as amended, or any successor thereto. The Series
1997-A Preferred Director, who has been elected by the Board and agreed to serve
until his successor is elected and qualified, is Paul D. Kazilionis, who shall
be considered a "third class" director in accordance with Article II, Section
2(b) of the Bylaws of the Corporation (as amended to the date hereof), and who
shall sit as he may request on each committee of the Board (other than the
executive committee of the Board) or on any other group so acting, whether or
not formally constituted as a committee of the Board. In the event that the
Series 1997-A Preferred Director is unable to attend any meeting of the Board
for any reason, then such Series 1997-A Preferred Director may designate, in
writing, one person (the "Observer") who shall have the right to attend, but not
vote at, such meeting. The Observer shall not be deemed to be a member of the
Board of Directors and shall have none of the rights, duties, privileges or
powers of a member of the Board of Directors, including, without limitation, the
right to notice of or to vote at meetings of the Board of Directors, and shall
not be counted as a member of the Board of Directors for the purpose of
determining whether a quorum is present at any meeting of the Board of
Directors. The Series 1997-A Preferred Director from time to time sitting as a
member of the Board may be removed by the holders of record of not less than a
majority of the outstanding shares of Series 1997-A Convertible Preferred Stock
and, if so removed, a successor individual to serve as the Series 1997-A
Preferred Director may be appointed by the holders of record of not less than a
majority of the outstanding shares of Series 1997-A Convertible Preferred Stock.
At any annual meeting of the holders of Common Stock at which third class
directors are to be elected, the incumbent Series 1997-A Preferred Director
shall be nominated and, upon the affirmative vote of not less than a majority of
the holders of shares of Series 1997-A Convertible Preferred Stock, shall be
elected to serve as the Series 1997-A Preferred Director. Upon the occurrence of
a "Preferred Default" (defined below), (i) the number of members of the entire
Board (as if there were no vacancies or unfilled newly-created directorships
thereon) shall be automatically increased such that the holders of the Series
1997-A Convertible Preferred Stock shall be entitled to elect, when considered
with the Series 1997-A Preferred Director, a number of directors of the
Corporation equivalent to the smallest number representing a majority of the
number of members of the entire Board as if there were no vacancies or unfilled
newly created directorships on such Board, and (ii) the holders of shares of
Series 1997-A Convertible Preferred Stock, voting as a separate class, shall be
entitled, at each annual meeting of stockholders of the Corporation and at each
special meeting of stockholders of the Corporation called for the election of
directors by the holders of Series 1997-A Convertible Preferred Stock, to elect
a number of directors of the Corporation equivalent to the smallest number
representing a majority of the number of members of the entire Board as if there
were no vacancies or unfilled newly created directorships on such Board. As used
herein, "Preferred Default" shall mean a failure by the Corporation on any four
consecutive Dividend Payment Dates to pay in full the dividends due and payable
on such dates such that there are Accrued Dividends (whether or not declared)
with respect o such four consecutive Dividend Payment Dates. Whenever the
holders of shares of Series 1997-A Convertible Preferred Stock have the right
under this Section 3(d) to elect a director or directors, but have not done so,
the Secretary of the Corporation will, upon the written request of the holders
of record of at least 25% of the outstanding shares of Series 1997-A Convertible
Preferred Stock, call a special meeting of the holders of Series 1997-A
Convertible Preferred Stock for the purpose of removing and/or electing a
director or directors, as the case may be. The meeting will be held at the
earliest practicable date upon the notice required for annual meetings of the
shareholders of the Corporation (or such shorter notice as is stipulated in the
written requests for such meeting or is otherwise agreed in writing by the
holders of record of the outstanding shares of Series 1997-A Convertible
Preferred Stock before or within 10 days after the meeting) at the place
specified in the request for a meeting, or if there is none, at a place in New
York, New York, designated by the Secretary of the Corporation. If the meeting
has not been called within 2 days after delivery of the written request to the
Secretary of the Corporation, or within 4 days after the request is mailed by
registered mail, addressed to the Secretary of the Corporation at the
Corporation's principal office, the holders of record of at least 25% of the
outstanding shares of Series 1997-A Convertible Preferred Stock may designate in
writing one holder to call and appoint an individual to chair (who need not be
an officer or member of the Board) the meeting at the expense of



                                        5

<PAGE>


the Corporation, and the meeting may be called by that person upon the notice
required for annual meetings (or such shorter notice as aforesaid). Any holder
of shares of Series 1997-A Convertible Preferred Stock or its representative
will have access to the stock ledger of the Corporation relating to the Series
1997-A Convertible Preferred Stock for the purpose of causing a meeting of
shareholders to be called in accordance with this Section 3(d). Except as
otherwise provided above in this Section 3(d), a director elected in accordance
with this Section 3(d) will serve until the next annual meeting of the
shareholders of the Corporation and until his or her successor is elected and
qualified by the holders of Series 1997-A Convertible Preferred Stock.

     Section 4. Change of Control; Liquidation.

     (a) Upon (i) the Transfer in a single transaction, or series of
transactions, of all or substantially all of the assets of the Corporation, the
Operating Partnership and the Subsidiaries, considered as a whole, including for
such purpose the assets of any Subsidiary (except that with respect to any such
Subsidiary in which the Corporation or the Operating Partnership has a direct or
indirect minority interest such that a sale, transfer or assignment is not
within the Corporation's or Operating Partnership's control, and is not a part
of, or occurring in connection with, a transaction or series of transactions
covered hereby, this provision shall not apply), (ii) the merger or
consolidation of the Corporation or the Operating Partnership with any other
Person (other than a merger of the Corporation with or into a wholly-owned
Subsidiary of the Corporation in which the Corporation Market Capitalization is
unchanged), (iii) any recapitalization of the Corporation, the Operating
Partnership and the Subsidiaries, considered as a whole, in a single transaction
or a series of transactions, in an amount or amounts which aggregate 50% or more
of Corporation Market Capitalization or (iv) a Change of Control (as defined
herein), the holders of the Series 1997-A Convertible Preferred Stock, may at
their option receive, and, if so electing by written notice to the Corporation
to such effect, will be entitled to receive, out of the assets of the
Corporation available for distribution to its stockholders, whether from
capital, surplus or earnings, before any distributions made to holders of any
Junior Shares, an amount per share (the "Change of Control Preference") equal to
the product of (A) 115% and (B) the sum of (1) Stated Value plus (2) the per
share amount of Accrued Dividends with regard to the Series 1997-A Convertible
Preferred Stock to the date of final distribution (whether or not declared). For
the purposes of this Section 4(a), Corporation Market Capitalization shall be
calculated on the date of the first of any transactions in a series for purposes
of determining the percentage thereof represented by all transactions in such
series. There shall be excluded from transactions as a result of which the
holders of Series 1997-A Convertible Preferred Stock are entitled to elect and
receive the Change of Control Preference (i) the public market trading of shares
of Common Stock in unsolicited transactions, and (ii) the sale of Common Stock
or other securities of the Corporation in underwritten, widely distributed
offerings. The Corporation shall provide proper notice to each holder of record
of shares of Series 1997-A Convertible Preferred Stock of any event of the
nature set forth in clauses (i) to (iv) of this Section 4(a).

     (b) In the event of a voluntary or an involuntary liquidation, dissolution
or winding-up of the Corporation (including, without limitation, the Plan of
Liquidation (as defined in the Certificate of Amendment of the Corporation dated
December 7, 1990, included in the Charter), the holders of the Series 1997-A
Convertible Preferred Stock, may at their option receive, and, if so electing by
written notice to the Corporation to such effect, shall be entitled to receive,
out of the assets of the Corporation available for distribution to its
stockholders, whether from capital, surplus or earnings, before any
distributions made to holders of any Junior Shares, an amount per share as set
forth in this Section 4(b) as a liquidation preference (the "Liquidation
Preference") in the manner and as provided in Section 4(a), except that the
Liquidation Preference shall be at an amount per share equal to the Liquidation
Percentage (as defined and established below) multiplied by the sum of (i)
Stated Value plus (ii) the per share amount of Accrued Dividends with respect to
the Series 1997-A Convertible Preferred Stock to the date of final distribution
(whether or not declared). As used herein, the "Liquidation Percentage" shall
for the periods specified mean the percentage specified as set forth in the
following table:



                                        6

<PAGE>

<TABLE>
<CAPTION>
  The effective date of the plan of liquidation, dissolution or
  winding-up, in terms of the anniversary of the date of the initial     Percentage
  issuance of shares of Series 1997-A Convertible Preferred Stock       Liquidation
  ---------------------------------------------------------------       -----------
<S>                                                                          <C> 
   Before the 5th anniversary                                               115%
   After the 5th but before the 6th anniversary                             110%
   After the 6th but before the 7th anniversary                             105%
   After the 7th anniversary                                                100%
</TABLE>

Notwithstanding the foregoing, upon the liquidation, dissolution or winding-up
of the Corporation solely and directly as a result of the adoption and
implementation of the Plan of Liquidation (as defined in the Certificate of
Amendment of the Corporation dated December 7, 1990, included in the Charter),
holders of shares of Series 1997-A Convertible Preferred Stock which vote in
favor of the adoption of the Plan of Liquidation shall be entitled to receive
the Liquidation Percentage measured as if such Plan of Liquidation was adopted
after the seventh anniversary of the initial issuance of Series 1997-A
Convertible Preferred Stock, regardless of the date on which such Plan of
Liquidation was actually adopted.

     (c) Holders of Series 1997-A Convertible Preferred Stock may further elect,
when delivering the written notice to the Corporation with respect to the
election under Section 4(a) or Section 4(b), in lieu of receiving the Change of
Control Preference or the Liquidation Preference, as the case may be, to receive
Common Stock on conversion of Series 1997-A Convertible Preferred Stock, without
regard to the time restriction on conversion established in the first sentence
of Section 5(a) of this Certificate of Designation, in the manner and as
provided in Section 5 of this Certificate of Designation.

     (d) If, upon any liquidation, dissolution or winding-up of the Corporation,
the assets of the Corporation, or proceeds of those assets, available for
distribution to the holders of Series 1997-A Convertible Preferred Stock and of
shares of all other classes or series which are on a parity as to distributions
on liquidation with the Series 1997-A Convertible Preferred Stock are not
sufficient to pay in full the Change of Control Preference or the Liquidation
Preference, as the case may be, to the holders of the Series 1997-A Convertible
Preferred Stock who have not elected to convert such stock pursuant to Section
4(c) and any liquidation preference of all other classes or series which are on
a parity as to distributions on liquidation with the Series 1997-A Convertible
Preferred Stock, then the assets, or the proceeds of those assets, which are
available for distribution to such holders of shares of Series 1997-A
Convertible Preferred Stock and of the shares of all other classes or series
which are on a parity as to distributions on liquidation with such Series 1997-A
Convertible Preferred Stock will be distributed to the holders of the Series
1997-A Convertible Preferred Stock and of the shares of all other classes or
series which are on a parity as to distributions on liquidation with the Series
1997-A Convertible Preferred Stock ratably in accordance with the respective
amounts of the liquidation preferences of the shares held by each of them. After
payment of the full amount of the Change of Control Preference or the
Liquidation Preference, as the case may be, such holders of shares of Series
1997-A Convertible Preferred Stock will not be entitled to any further
distribution of assets of the Corporation.

     As used herein, a "Change of Control" of the Corporation or the Operating
Partnership shall be deemed to have occurred if any of the following occur (or,
in the case of any proposal, if any of the following could occur as a result
thereof): (i) the Corporation takes or fails to take any action such that it
ceases to be required to file reports under Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Ad"), or any successor to that
Section; (ii) any "person" (as defined in Sections 13(d) and 14(d) of the
Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of either (A) 20% or more of the
outstanding shares of Common Stock, or (B) 20% (by right to vote or grant or
withhold any approval) of the outstanding securities of any other class or
classes which individually or together have the power to elect a majority of the
members of the Board; (iii) the Board determines to recommend, or fails to
determine to recommend, the acceptance of any proposal set forth in a tender
offer statement or proxy statement filed by any

                                        7

<PAGE>



person with the Securities and Exchange Commission which indicates the intention
on the part of that person to acquire, or acceptance of which would otherwise
have the effect of that person acquiring, either (A) 20% or more of the
outstanding shares of the Common Stock, or (B) 20% (by right to vote or grant or
withhold any approval) of the outstanding securities of any other class or
classes which individually or together have the power to elect a majority of the
members of the Board; (iv) other than as a result of the death or disability of
one or more of the directors within a three-month period, and other than by
reason of the holders of Series 1997-A Convertible Preferred Stock exercising
voting rights as set forth in Section 3(d) of the Certificate of Designation, a
majority of the members of the Board for any period of three consecutive months
are not persons who (A) had been directors of the Corporation for at least the
preceding 24 consecutive months or (B) when they initially were elected to the
Board, (x) were nominated (if they were elected by the stockholders) or elected
(if they were elected by the directors) with the affirmative concurrence of
66-2/3% of the directors who were Continuing Directors at the time of the
nomination or election by the Board and (y) were not elected as a result of an
actual or threatened solicitation of proxies or consents by a person other than
the Board or an agreement intended to avoid or settle such a proxy solicitation
(the directors described in clauses (A) and (B) of this subsection (iv) being
"Continuing Directors"); (v) the Corporation or a Subsidiary of the Corporation
ceases to be the sole General Partner of the Operating Partnership or grants or
sells to any person, or consents to any amendment to the agreement of limited
partnership of the Operating Partnership, or the organizational documents of the
other Subsidiaries, which has the effect of transferring, the power to control
or direct the actions of the Operating Partnership or such other Subsidiaries as
if such person (A) is a general partner of the Operating Partnership or (B) is a
limited partner of the Operating Partnership with consent or approval rights
greater than the consent or approval rights held by the limited partners of the
Operating Partnership on the date hereof; or (vi) the Operating Partnership is a
party to any entity conversion or any merger or consolidation in which the
Operating Partnership is not surviving entity in such merger or consolidation or
in which the effect is of the nature set forth in the next preceding clause (v).

     Section 5. Conversion into Common Stock.

     (a) Optional Conversion. (i) On and after September 19, 1998, or earlier
than September 19, 1998 as provided in Section 4(c), each holder of shares of
Series 1997-A Convertible Preferred Stock will have the right, at the holder's
option, exercised by notice to such effect (the "Notice of Election to
Convert"), to convert all or any of the shares of Series 1997-A Convertible
Preferred Stock held of record by the holder into shares of Common Stock, such
that each share of Series 1997-A Convertible Preferred Stock will be entitled to
be converted into (A) a number of fully paid and non-assessable shares of Common
Stock (calculated as to each conversion to the nearest 1/100th of a share) equal
to Stated Value plus the amount, if any, of the per share amount of Accrued
Dividends as of the effective time of the conversion, divided by the Conversion
Price, as defined below, then in effect, or (B) such other securities or assets
as the holder is entitled to receive in accordance with Section 5(e).

     (ii) The holder of each share of Series 1997-A Convertible Preferred Stock
to be converted must surrender the certificate representing that share to the
conversion agent for the Series 1997-A Convertible Preferred Stock appointed by
the Corporation (which may be the Corporation itself), with the Notice of
Election to Convert on the back of that certificate duly completed and signed,
at the principal office of the conversion agent. If the shares issuable on
conversion are to be issued in a name other than the name in which the Series
1997-A Convertible Preferred Stock is registered, each share surrendered for
conversion must be accompanied by an instrument of transfer, in form reasonably
satisfactory to the Corporation, duly executed by the holder or the holder's
duly authorized attorney and by funds in an amount sufficient to pay any
transfer or similar tax which is required to be paid in connection with the
transfer or evidence that such tax has been paid or is not payable.

     (b) Mandatory Conversion. Subject to Section 7 of this Certificate of
Designation, if, after the fifth anniversary of the date of the first issuance
of shares of Series 1997-A Convertible Preferred Stock, the closing price of the
Common Stock on each of at least 20 Trading Days (as defined herein) (including
the Trading Day immediately before both the Notice of Mandatory Conversion and
the Mandatory Conversion Date referred to below) of the preceding period of 30
consecutive Trading Days immediately prior to the Notice of Mandatory Conversion
and the Mandatory Conversion Date shall be greater than the Conversion Price in
effect on each of such 20 Trading Days, the Corporation shall have the right,
subject to the rights of the holders under Section 3(d), 4 and


                                        8

<PAGE>



7 of this Certificate of Designation, to convert at any time and from time to
time not less than 500,000 of the outstanding shares of Series 1997-A
Convertible Preferred Stock into a number of shares of Common Stock (calculated
as to each conversion to the nearest 1/100th of a share) equal to the product of
(i) the number of shares of Series 1997-A Convertible Preferred Stock to be
converted multiplied by (ii) the Stated Value plus the amount, if any, of the
per share amount of Accrued Dividends, with regard to the Series 1997-A
Convertible Preferred Stock to the date of conversion (whether or not declared),
divided by the Conversion Price then in effect, such that each share of Series
1997-A Convertible Preferred Stock is valued as set forth in clause (ii) in
consideration for Common Stock issued in conversion priced at the Conversion
Price calculated in accordance with Section 5(e) of this Certificate of
Designation. In order to elect to effect the mandatory conversion of Series
1997-A Convertible Preferred Stock, subject to the requirement as to closing
price preceding the Mandatory Conversion Date, set forth above, the Corporation
shall issue a notice as to the date of the intended conversion and number of
shares of Series 1997-A Convertible Preferred Stock which are to be converted
into shares of Common Stock (the "Notice of Mandatory Conversion") to all
holders of outstanding shares of Series 1997-A Convertible Preferred Stock on a
date (the "Mandatory Conversion Notice Date") at least 90 but not more than 120
days prior to the conversion date specified in the Notice of Mandatory
Conversion (the "Mandatory Conversion Date"), which Notice of Mandatory
Conversion specifies a record date (the "Mandatory Conversion Record Date")
selected by the Board of Directors which is not less than 20 more than 45 days
before the Mandatory Conversion Date on which the conversion is to occur. If the
number of shares of Series 1997-A Convertible Preferred Stock to be converted
into shares of Common Stock on a Mandatory Conversion Date is less than all of
the outstanding shares of Series 1997-A Convertible Preferred Stock, then the
number of shares of each holder of Series 1997-A Convertible Preferred Stock, as
held of record by each such holder on the Mandatory Conversion Record Date,
which will be converted into shares of Common Stock will be that number of
shares of Series 1997-A Convertible Preferred Stock rounded to the nearest ten
shares, which is equal to the proportion of all outstanding shares of Series
1997-A Convertible Preferred Stock on such Mandatory Conversion Record Date held
of record by such holder of Series 1997-A Convertible Preferred Stock to the
total number of such shares outstanding. Such number of shares of each holder of
Series 1997-A Convertible Preferred Stock which are to be converted, if less
than all outstanding shares of Series 1997-A Convertible Preferred Stock are
included in the Notice of Mandatory Conversion, will be set forth (with the
computation used in making such determination as to each holder of Series 1997-A
Convertible Preferred Stock) in the Notice of Mandatory Conversion. If the
Corporation gives a Notice of Mandatory Conversion, then, provided that the
computation set forth in the Notice of Mandatory Conversion is not clearly
erroneous, the number of the outstanding shares of Series 1997-A Convertible
Preferred Stock which are the subject of such Notice of Mandatory Conversion
will be automatically converted into shares of Common Stock at the close of
business on the Mandatory Conversion Date regardless of whether the holders of
such shares of Series 1997-A Convertible Preferred Stock actually surrender the
certificates representing their shares of Series 1997-A Convertible Preferred
Stock for conversion. At the close of business on the Mandatory Conversion Date,
(i) the certificates representing the shares of Series 1997-A Convertible
Preferred Stock will cease to represent anything other than the shares of Common
Stock into which the shares of the Series 1997-A Convertible Preferred Stock
were automatically converted and the shares of Series 1997-A Convertible
Preferred Stock which were not automatically converted and (ii) the Corporation
shall, at its option (the exercise of which will be described in the Notice of
Mandatory Conversion), either (A) deliver certificates representing the shares
of Common Stock to which the holders of the Series 1997-A Convertible Preferred
Stock are entitled without requiring the surrender of the certificates which
formerly represented shares of Series 1997-A Convertible Preferred Stock, or (B)
deliver certificates representing (1) the shares of Common Stock to which the
holders of Series 1997-A Convertible Preferred Stock are entitled and (2) the
shares of Series 1997-A Convertible Preferred Stock continued to be held by the
holders of Series 1997-A after giving effect to such conversion, when the holder
surrenders the certificates representing Series 1997-A Convertible Preferred
Stock issued before the Mandatory Conversion Date and complies with the other
requirements of subparagraph 5(a)(ii) (excluding the completion of the Notice of
Election to Convert).

     (c) Conversion Procedures. (i) The effective time of the conversion under
Section 5(a) shall be immediately prior to the close of business on the day when
all the conditions in Section 5(a)(ii) have been satisfied. The effective time
of the conversion under Section 5(b) shall, subject to the rights of holders
under Sections 3(d), 4 and 7, be the close of business on the Mandatory
Conversion Date.



                                        9

<PAGE>


     (ii) If shares are surrendered between the close of business on a dividend
payment Record Date and the opening of business on the corresponding Dividend
Payment Date ("Ex Record Date Shares"), the dividend with respect to those
shares will be payable on the Dividend Payment Date to the holder of record of
the Ex Record Date Shares on the dividend payment Record Date notwithstanding
the surrender of the Ex Record Date Shares for conversion after the dividend
payment Record Date and prior to the Dividend Payment Date. The Corporation will
make no payment or adjustment for Accrued Dividends on Ex Record Date Shares,
whether or not in arrears, or for dividends on the shares of Common Stock issued
upon conversion of the Ex Record Date Shares, other than to make payment to the
holder of record thereof on the Record Date. The provisions of this Section
5(c)(ii) shall not limit the obligation of the Corporation to issue shares of
Common Stock in conversion of shares of Series 1997-A Convertible Preferred
Stock, including Ex Record Date Shares, at Stated Value plus Accrued Dividends
(whether or not declared), as elsewhere provided in this Certificate of
Designation.

     (iii) Except as otherwise permitted in clause (ii)(B) of the last sentence
of Section 5(b), as promptly as practicable after the effective time for
conversion of shares of Series 1997-A Convertible Preferred Stock, the
Corporation will issue and will deliver to the holder at the office of the
holder set forth in the Notice of Election to Convert, or on the holder's
written order, a certificate or certificates representing the number of full
shares of Common Stock issued upon the conversion of the shares of Series 1997-A
Convertible Preferred Stock. Any fractional interest in respect of a share of
Common Stock arising upon a conversion will be settled as provided in Section
5(d).

     (iv) Each conversion will be deemed to have been effected at the effective
time provided in Section 5(c)(i), and the person in whose name a certificate for
shares of Common Stock is (or, in the case of a conversion of less than all
shares of Series 1997-A Convertible Preferred Stock pursuant to Section 5(b), in
whose name certificates for shares of Common Stock and Series 1997-A Convertible
Preferred Stock are) to be issued upon a conversion will be deemed to have
become the holder of record of the shares of Common Stock represented by that
certificate at such effective time. All shares of Common Stock delivered upon
conversion of Series 1997-A Convertible Preferred Stock will upon delivery be
duly and validly issued and fully paid and nonassessable, free of all liens and
charges and not subject to any preemptive rights except such preemptive rights
as may exist pursuant to the Stock Purchase Agreement dated as of September 19,
1997, among the Company and Westbrook Berkshire Holdings, L.L.C., and its
affiliates. The shares of Series 1997-A Convertible Preferred Stock so converted
will no longer be deemed to be outstanding and all rights of the holder with
respect to those shares will immediately terminate, except the right to receive
the shares of Common Stock, the shares of Series 1997-A Convertible Preferred
Stock not converted on a Mandatory Conversion Date, and, if applicable, other
securities, cash or other assets to be issued or distributed as a result of the
conversion.

     (d) Fractional Shares. No fractional shares of Common Stock will be issued
upon conversion of shares of Series 1997-A Convertible Preferred Stock. Any
fractional interest in a share of Common Stock resulting from conversion of
shares of Series 1997-A Convertible Preferred Stock will be paid in cash
(computed to the nearest cent) based on the Current Market Price (as herein
defined) of the Common Stock on the Trading Date next preceding the date of
conversion. If more than one share of Series 1997-A Convertible Preferred Stock
is surrendered for conversion at substantially the same time by the same holder,
the number of full shares of Common Stock issuable upon the conversion will be
computed on the basis of all the shares of Series 1997-A Convertible Preferred
Stock surrendered at that time by that holder.

     (e) Conversion Price. The "Conversion Price" per share of Series 1997-A
Convertible Preferred Stock will initially be a price (the "Initial Conversion
Price") equal to $12. 125, unless adjusted pursuant to Section 5(e)(xi), and
will be further adjusted as follows from time to time, subject to Section
5(e)(ix), if any of the events described below occurs:

     (i) If the Corporation (A) pays a dividend or makes a distribution on its
Common Stock in shares of its Common Stock or (B) subdivides, splits or
reclassifies its outstanding Common Stock into a greater number of shares, the
Conversion Price in effect immediately prior to that event will be reduced so
that the holder of a share of Series 1997-A Convertible Preferred Stock
surrendered for conversion after that event will receive the number of shares of
Common Stock which the holder would have received if the share of Series 1997-A


                                       10


<PAGE>



Convertible Preferred Stock had been converted immediately before the happening
of the event (or, if there is more than one such event, if the share of Series
1997-A Convertible Preferred Stock had been converted immediately before the
first of those events and the holder had retained all the Common Stock or other
securities or assets received after the conversion). If the Corporation combines
its outstanding Common Stock into a smaller number of shares, the Conversion
Price in effect immediately prior to that event will be increased so that the
holder of a share of Series 1997-A Convertible Preferred Stock surrendered for
conversion after that event will receive the number of shares of Common Stock
which the holder would have received if the shares of Series 1997-A Convertible
Preferred Stock had been converted immediately before the happening of the event
(or, if there is more than one such event, if the share of Series 1997-A
Convertible Preferred Stock had been converted immediately before the first of
those events and the holder had retained all the Common Stock or other
securities or assets received after the conversion). An adjustment made pursuant
to this Section 5(e)(i) will become effective immediately after the Record Date
in the case of a dividend or distribution, and will become effective immediately
after the effective date in the case of a subdivision, split, reclassification
or combination. If such dividend or distribution is declared but is not paid or
made, the Conversion Price then in effect will be appropriately readjusted.
However, a readjustment of the Conversion Price will not affect any conversion
which takes place before the readjustment.

     (ii) If the Corporation issues rights or warrants to the holders of its
Common Stock as a class entitling them to subscribe for or purchase Common Stock
at a price per share less than the Conversion Price then in effect at the Record
Date for the determination of stockholders entitled to receive the rights or
warrants minus $0. 125, the Conversion Price in effect immediately before the
issuance of the rights or warrants will be reduced in accordance with the
equation set forth on Exhibit A hereto, which is hereby incorporated by
reference herein. The adjustment provided for in this Section 5(e)(ii) will be
made successively whenever any rights or warrants are issued, and will become
effective immediately after each Record Date. In determining whether any rights
or warrants entitle the holders of the Common Stock to subscribe for or purchase
shares of Common Stock at less than the Conversion Price then in effect minus
$0. 125 and in determining the aggregate sale price of the shares of Common
Stock issuable on the exercise of rights or warrants and any consideration to be
received by the Corporation for the exercise of such rights or warrants, there
will be taken into account any consideration received by the Corporation for the
rights or warrants, with the value of that consideration, if other than cash, to
be determined by the Board of Directors of the Corporation (whose determination,
if made in good faith, will be conclusive). If any rights or warrants which lead
to an adjustment of the Conversion Price expire or terminate without having been
exercised, the Conversion Price then in effect will be appropriately readjusted.
However, a readjustment of the Conversion Price will not affect any conversion
which takes place before the readjustment.

     (iii) If the Corporation distributes to the holders of its Common Stock as
a class any shares of stock of the Corporation (other than Common Stock) or
evidences of indebtedness or assets (other than cash dividends or distributions)
or rights or warrants (other than those referred to in Section 5(e)(ii)) to
subscribe for or purchase any of its securities, then, in each such case, the
Conversion Price will be reduced so that it will equal the price determined by
multiplying the Conversion Price in effect immediately prior to the Record Date
for the distribution by a fraction of which the numerator is the Current Market
Price of the Common Stock on the Record Date for the distribution less the then
fair market value (as determined by the Board of Directors, whose determination,
if made in good faith, will be conclusive) of the stock, evidences of
indebtedness, assets, rights or warrants which are distributed with respect to
one share of Common Stock, and of which the denominator is the Current Market
Price of the Common Stock on that Record Date. Each adjustment will become
effective immediately after the Record Date for the determination of the
stockholders entitled to receive the distribution. If any distribution is
declared but not made, or if any rights or warrants expire or terminate without
having been exercised, effective immediately after the decision is made not to
make the distribution or the rights or warrants expire or terminate, the
Conversion Price then in effect will be appropriately readjusted. However, a
readjustment will not affect any conversion which takes place before the
readjustment.

     (iv) If the Corporation issues or sells (or the Operating Partnership
issues or sells) any equity or debt securities which are convertible, directly
or indirectly, into or exchangeable for shares of Common Stock ("Convertible
Securities") or any rights, options (other than the issuance or exercise after
the date hereof of stock options covering no more than 1,100,000 shares of
Common Stock, subject to appropriate


                                       11

<PAGE>


adjustment to the extent that the Corporation (A) pays a dividend or makes a
distribution on its Common Stock in shares of its Common Stock, (B) subdivides
its outstanding Common Stock into a greater number of shares or (C) combines its
outstanding Common Stock into a smaller number of shares, issued to employees or
directors of the Corporation or its Subsidiaries under the Corporation's
existing employee stock incentive plans) or warrants (except the issuance after
the date hereof of shares of Common Stock pursuant to the warrants to purchase
not more than 2,664,629 shares of Common Stock at a price per share of $11.79
outstanding on the date hereof issued by the Corporation pursuant to that
certain settlement effective September 6, 1994) to purchase Common Stock at
conversion, exchange or exercise price per share which is less than the
Conversion Price then in effect minus $0. 125, unless the provisions of Section
5(e)(ii) or (iii) are applicable, the Corporation will be deemed to have issued
or sold, on the date on which the Convertible Securities, rights, options or
warrants are issued, the maximum number of shares of Common Stock into or for
which the Convertible Securities may then be converted or exchanged or which are
then issuable upon the exercise of the rights, options or warrants immediately
prior to the close of business on the date on which the Convertible Securities,
rights, options or warrants are issued, and the Conversion Price shall be
adjusted downward as if it were an event covered by Section 5(e)(v). However, no
further adjustment of the Conversion Price will be made as a result of the
actual issuance of shares of Common Stock upon conversion, exchange or exercise
of the Convertible Securities, rights, options or warrants. If any Convertible
Securities, rights, options or warrants to which this Section applies are
redeemed, retired or otherwise extinguished or expire without any shares of
Common Stock having been issued upon conversion, exchange or exercise thereof,
effective immediately after the Convertible Securities, rights, options or
warrants expire, the Conversion Price then in effect will be readjusted to what
it would have been if those Convertible Securities, rights, options or warrants
had not been issued. However, a readjustment will not affect any conversion
which takes place before the readjustment. For the purposes of this Section
5(e)(iv), (x) the price of shares of Common Stock issued or sold upon conversion
or exchange of Convertible Securities or upon exercise of rights, options or
warrants will be (A) the consideration paid to the Corporation for the
Convertible Securities, rights, options or warrants, plus (B) the consideration
paid to the Corporation upon conversion, exchange or exercise of the Convertible
Securities, rights, options or warrants, with the value of the consideration, if
other than cash, to be determined by the Board of Directors of the Corporation
(whose determination, if made in good faith, will be conclusive) and (y) any
change in the conversion or exchange price of Convertible Securities or the
exercise price of rights, options or warrants will be treated as an
extinguishment, when the change becomes effective, of the Convertible
Securities, rights, options or warrants which had the old conversion, exchange
or exercise price and an immediate issuance of new Convertible Securities,
rights, options or warrants with the new conversion, exchange or exercise price.

     (v) If the Corporation issues or sells any Common Stock (other than (X) on
conversion or exchange of Convertible Securities, (Y) exercise of rights,
options or warrants to which Section 5(e)(ii), (iii) or (iv) applies, or (Z) not
more than $150,000,000 in gross offering proceeds of Common Stock in an
underwritten, widely distributed offering at a price per share to the public of
not less than $11.3125 on or before November 30, 1997) for a consideration per
share less than the Conversion Price then in effect minus $0. 125, (or for a
consideration per share of less than $11.3125 in the case of an issuance
referred to in clause (Z) of the parenthetical in this paragraph (e)(v)) on the
date of the issuance or sale (or on exercise of options or warrants, for less
than the Conversion Price then in effect minus $0. 125 on the date the options
or warrants are issued), upon consummation of the issuance or sale, the
Conversion Price in effect immediately prior to the issuance or sale will be
reduced in accordance with the equation set forth on Exhibit A hereto, which is
hereby incorporated by reference herein.

     (vi) If there is a reclassification or change of outstanding shares of
Common Stock (other than a change in par value, or as a result of a subdivision
or combination or as a result of the Corporation's open-market purchases of
Common Stock pursuant to its Dividend Reinvestment Plan), or a merger or
consolidation of the Corporation with any other entity that results in a
reclassification, change, conversion, exchange or cancellation of outstanding
shares of Common Stock, or a sale or transfer of all or substantially all of the
assets of the Corporation, upon any subsequent conversion of Series 1997-A
Convertible Preferred Stock, each holder of the Series 1997-A Convertible
Preferred Stock will be entitled to receive the kind and amount of securities,
cash and other property which the holder would have received if the holder had
converted the shares of Series 1997-A Convertible Preferred Stock into Common
Stock immediately before the first of those events and had retained all the
securities, cash and other assets received as a result of all those events. In
the event that a transaction may be



                                       12

<PAGE>


viewed as causing this Section 5(e)(vi) to be applicable and 5(e)(iii) is also
applicable, then Section 5(e)(iii) will be applied and this Section 5(e)(vi)
will not be applied.

     (vii) From and after a Charter Breach (as defined below), the Conversion
Price from time to time in effect as provided elsewhere in this Section 5(e)
shall at all times be 50% of the amount elsewhere so determined such that
holders of shares of Series 1997-A Convertible Preferred Stock shall receive, on
conversion, two times the number of shares of Common Stock to which they would
be entitled in the absence of the occurrence of a Charter Breach and the
application of this Section 5(e)(vii). A "Charter Breach" shall mean a failure
by the Corporation to observe and comply with Sections 3, 4 and 7 of this
Certificate of Designation or any successor provisions contained in any
amendment to or restatement of the Charter.

     (viii) For the purpose of any computation under this Section 5(e), the
"Current Market Price" of the Common Stock on any date will be the average of
the last reported sale prices per share of the Common Stock on each of the
twenty consecutive Trading Days (as defined below) preceding the date of the
computation. The last reported sale price of the Common Stock on each day will
be (A) the last reported sale price of the Common Stock on the principal stock
exchange on which the Common Stock is listed, or (B) if the Common Stock is not
listed on a stock exchange, the last reported sale price of the Common Stock on
the principal automated securities price quotation system on which sale prices
of the Common Stock are reported, or (C) if the Common Stock is not listed on a
stock exchange and sale prices of the Common Stock are not reported on an
automated quotation system, the mean of the high bid and low asked price
quotations for the Common Stock as reported by National Quotation Bureau
Incorporated if at least two securities dealers have inserted both bid and asked
quotations for the Common Stock on at least five of the ten preceding Trading
Days. If the Common Stock is not traded or quoted as described in any of clause
(A), (B) or (C), the Current Market Price of the Common Stock on a day will be
the fair market value of the Common Stock on that day as determined by a member
firm of The New York Stock Exchange, Inc., selected by the Board of Directors.
As used with regard to the Series 1997-A Convertible Preferred Stock, the term
"Trading Day" means (A) if the Common Stock is listed on at least one stock
exchange, a day on which there is trading on the principal stock exchange on
which the Common Stock is listed, (B) if the Common Stock is not listed on a
stock exchange, but sale prices of the Common Stock are reported on an automated
quotation system, a day on which trading is reported on the principal automated
quotation system on which sales of the Common Stock are reported, or (C) if the
Common Stock is not listed on a stock exchange and sale prices of the Common
Stock are not reported on an automated quotation system, a day on which
quotations are reported by National Quotation Bureau Incorporated.

     (ix) No adjustment in the Conversion Price will be required unless the
adjustment would require a change of at least 1% in the Conversion Price;
provided, however, that any adjustments which are not made because of this
Section 5(e)(ix) will be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 5 will be made to the
nearest cent or to the nearest one hundredth of a share, as the case may be.

     (x) If any one of the events in Sections 5(e)(i) through 5(e)(vii) occurs,
then the Corporation will mail to the holders of record of the Series 1997-A
Convertible Preferred Stock, at least 15 days before the applicable date
specified below, a notice stating the applicable one of (i) the date on which a
record is to be taken for the purpose of the dividend, distribution or grant of
rights or warrants, or, if no record is to be taken, the date as of which the
holders of Common Stock of record who will be entitled to the dividend,
distribution or rights or warrants will be determined, (ii) the date on which it
is expected the Convertible Securities will be issued or the date on which the
change in the conversion, exchange or exercise price of the Convertible
Securities, rights, options or warrants will be effective, (iii) the date on
which the Corporation anticipates selling Common Stock for less than the
Conversion Price on the date of the sale (except that no notice need be given of
the anticipated date of sale of Common Stock upon exercise of options or
warrants which have been described in a notice to the holders of record of
Series 1997-A Convertible Preferred Stock given at least 15 days before the
options or warrants are exercised), or (iv) the date on which the
reclassification, consolidation, merger, share exchange, sale, transfer,
dissolution, liquidation or winding-up is expected to become effective, and the
date as of which it is expected that holders of record of Common Stock will be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon the reclassification, consolidation, merger, share
exchange,


                                       13


<PAGE>




sale, transfer, dissolution, liquidation or winding-up. Failure to give any such
notice or any defect in the notice will not affect the legality or validity of
the reclassification, consolidation, merger, share exchange, sale, transfer,
dissolution, liquidation or winding-up. Whenever the Conversion Price is
adjusted, the Corporation will promptly send each holder of record of shares of
Series 1997-A Convertible Preferred Stock a notice of the adjustment of the
Conversion Price setting forth the adjusted Conversion Price and the date on
which the adjustment becomes effective and containing a brief description of the
events which caused the adjustment.

     (xi) In the event (i) the last reported sale price per share of Common
Stock is less than $11.3125 on any day during the three full Trading Day
period (the "First Measurement Period) after the Corporation is required or
elects to restate, amend or alter or to issue a public announcement restating,
amending or altering any of its financial statements (or parts thereof) and (ii)
during the 30 full Trading Day period (the "Second Measurement Period") after
the end of the First Measurement Period, the last reported sale price per share
of Common Stock is not equal to or greater than $11.3125 for any two full
Trading Days within the Second Measurement Period, then the Initial Conversion
Price per share of Series 1997-A Convertible Preferred Stock will be equal to
the product of (i) the average of the last reported sale price per share of
Common Stock for each of the last 10 full Trading Days of the Second Measurement
Period and (ii) 107%, but in no event shall such Initial Conversion Price exceed
$12.125. If the Initial Conversion Price is to be adjusted as set forth herein
and, during the time from the initial issuance of Series 1997-A Convertible
Preferred Stock to the last day of the Second Measurement Period there shall
have occurred an adjustment to the Conversion Price as otherwise set forth in
this Section 5(e), such other adjustment or adjustments shall be redetermined as
if the Initial Conversion Price determined in accordance with this Section
5(e)(xi) had been in effect on the date of the initial issuance of Series 1997-A
Convertible Preferred Stock.

     (f) (i) The Corporation will at all times reserve and keep available, free
from preemptive rights, out of the authorized but unissued shares of Common
Stock, for the purpose of effecting conversion of the Series 1997-A Convertible
Preferred Stock, the maximum number of shares of Common Stock which the
Corporation would be required to deliver upon the conversion of all the
outstanding shares of Series 1997-A Convertible Preferred Stock. For the
purposes of this Section 5(f)(i), the number of shares of Common Stock which the
Corporation would be required to deliver upon the conversion of all the
outstanding shares of Series 1997-A Convertible Preferred Stock will be computed
as if at the time of the computation all the outstanding shares of Series 1997-A
Convertible Preferred Stock were held by a single holder.

     (ii) Before taking any action would cause an adjustment reducing the
Conversion Price below the then par value (if any) of the shares of Common Stock
deliverable upon conversion of the Series 1997-A Convertible Preferred Stock,
the Corporation will take all corporate action which may, in the opinion of its
counsel, be necessary in order that the Corporation may validly and legally
issue fully paid and non-assessable shares of Common Stock at the adjusted
Conversion Price.

     (iii) The Corporation will seek to list the shares of Common Stock required
to be delivered upon conversion of the Series 1997-A Convertible Preferred
Stock, prior to the delivery, upon each national securities exchange, if any,
upon which the outstanding shares of Common Stock are listed at the time of
delivery.

     (g) The Corporation will pay any documentary stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of shares of Common
Stock on conversion of Series 1997-A Convertible Preferred Stock; provided,
however, that the Corporation will not be required to pay any tax which may be
payable in respect of any transfer involved in the issue or delivery of shares
of Common Stock in a name other than that of the holder of record of Series
1997-A Convertible Preferred Stock to be converted and no such issue or delivery
will be made unless and until the person requesting the issue or delivery has
paid to the Corporation the amount of any such tax or has established, to the
satisfaction of the Corporation, that the tax has been paid or is not payable.


                                       14

<PAGE>



     Section 6. Status.

     Shares of Series 1997-A Convertible Preferred Stock converted pursuant to
the terms hereof or otherwise acquired by the Corporation shall automatically be
retired upon such conversion or other acquisition, as the case may be, shall not
be reissued as shares of Series 1997-A Convertible Preferred Stock and shall be
restored to the status of authorized but unissued shares of Preferred Stock,
undesignated as to series.

     Section 7. Redemption after Notice of Mandatory Conversion.

     (a) Notwithstanding anything to the contrary contained in Section 5, each
holder of Series 1997-A Convertible Preferred Stock will have the right,
exercised at any time after the Mandatory Conversion Notice Date but prior to
the Mandatory Conversion Date, to require the Corporation to redeem any or all
of the number of shares of Series 1997-A Convertible Preferred Stock specified
in the Notice of Mandatory Conversion that are owned of record by the holder
(the number of shares as to which each holder elects redemption under this
clause (a) being referred to as the "Identified Redemption Shares"), at a
redemption price per share (the "Redemption Price") equal to 110% multiplied by
the sum of (i) Stated Value plus (ii) the per share amount of the sum of all
Accrued Dividends with regard to the Series 1997-A Convertible Preferred Stock
(whether or not declared) through the Redemption Date, as herein defined.

     (b) In order to exercise a right to require the Corporation to redeem a
holder's Series 1997-A Convertible Preferred Stock, the holder must deliver a
request for redemption with respect to the Identified Redemption Shares,
accompanied by the certificates representing the shares to be redeemed, to the
Corporation at any time prior to the Mandatory Conversion Date. If a request for
redemption is given with regard to shares of Series 1997-A Convertible Preferred
Stock, promptly (but in no event more than five Business Days) after the request
for redemption is given to the Corporation, the Corporation will pay the holder
cash equal to the Redemption Price of the shares. The date of such payment is
referred to herein as the "Redemption Date."

          (c) (i) If a request for redemption accompanied by the certificates
     representing the shares to be redeemed is delivered to the Corporation, on
     the Redemption Date dividends will cease to accrue with regard to the
     shares of Series 1997-A Convertible Preferred Stock to be redeemed, and at
     the close of business on that date the holders of those shares will cease
     to be stockholders with respect to those shares, will have no interest in
     or claims against the Corporation by virtue of such shares (other than as
     described in clause (ii) below) and will have no voting or other rights
     with respect to such shares.

          (ii) The dividend with respect to a share of Series 1997-A Convertible
     Preferred Stock which is the subject of a request for redemption delivered
     on a day which falls between the close of business on a dividend payment
     Record Date and the opening of business on the corresponding Dividend
     Payment Date will be payable on the Dividend Payment Date to the holder of
     record of the share of Series 1997-A Convertible Preferred Stock on the
     dividend payment Record Date notwithstanding the redemption of the share of
     Series 1997-A Convertible Preferred Stock after the dividend payment Record
     Date and prior to the Dividend Payment Date.

     (d) Notwithstanding the foregoing provisions of this Section 7, the
Corporation may, on notice provided to each holder of Series 1997-A Convertible
Preferred Stock which has delivered to the Corporation a request for redemption,
not more than two Business Days after the delivery to the Corporation of such
request for redemption, elect as to all but not less than all the Identified
Redemption Shares of such holder so noticed for redemption pursuant to this
Section 7, to deliver such number of shares of Common Stock on the Mandatory
Conversion Date as shall equal the quotient of (i) the product of (A) 104%, (B)
the Redemption Price, and (C) the number of the Identified Redemption Shares,
divided by (ii) the Current Market Price computed two Trading Days prior to the
Redemption Date.

     Section 8. REIT Declassification.



                                       15


<PAGE>



     (a) In the event that the Corporation should not qualify as a real estate
investment trust within the meaning of Section 856 of the Internal Revenue Code
of 1986, as amended (a "REIT Declassification"), each holder of Series 1997-A
Convertible Preferred Stock shall, subject to the requirements of this Section
8, have the right to require the Corporation to redeem any or all of the shares
of Series 1997-A Convertible Preferred Stock owned of record by such holder, at
a redemption price (the "Declassification Redemption Price") per share equal to
the product of (i) 115% and (ii) the sum of (A) Stated Value plus (B) the per
share amount of Accrued Dividends with regard to the Series 1997-A Convertible
Preferred Stock to the date of final distribution (whether or not distributed).
The Corporation shall immediately notify (the "Declassification Notice") each
holder of Series 1997-A Convertible Preferred Stock in writing of any REIT
Declassification or any proposed REIT Declassification, and each holder of
Series 1997-A Convertible Preferred Stock shall within ninety (90) days after
receipt from the Corporation of the Declassification Notice notify the
Corporation of its election pursuant to this Section 8(a).

     (b) Each holder of Series 1997-A Convertible Preferred Stock may exercise
its rights under Section 8(a) hereof by notifying the Corporation in writing of
its election and surrendering the Series 1997-A Convertible Preferred Stock. If
a request for redemption is given with respect to a REIT Declassification,
promptly (but in no event more than five Business Days) after the request for
redemption is given to the Corporation, the Corporation will pay the holder cash
equal to the Declassification Redemption Price of the shares. The date of such
payment is referred to herein as the "Declassification Redemption Date." 

     (c) (i) If a request for redemption accompanied by the certificates
representing the shares to be redeemed under this Section 8 is delivered to the
Corporation, on the Declassification Redemption Date dividends will cease to
accrue with regard to the shares of Series 1997-A Convertible Preferred Stock to
be redeemed, and at the close of business on that date the holders of those
shares will cease to be stockholders with respect to those shares, will have no
interest in or claims against the Corporation by virtue of such shares (other
than as described in clause (ii) below) and will have no voting or other rights
with respect to such shares.

     (ii) The dividend with respect to a share of Series 1997-A Convertible
Preferred Stock which is the subject of a request for redemption under this
Section 8 delivered on a day which falls between the close of business on a
dividend payment Record Date and the opening of business on the corresponding
Dividend Payment Date will be payable on the Dividend Payment Date to the holder
of record of the share of Series 1997-A Convertible Preferred Stock on the
dividend payment Record Date notwithstanding the redemption of the share of
Series 1997-A Convertible Preferred Stock under this Section 8 after the
dividend payment Record Date and prior to the Dividend Payment Date.

     Section 9. Ranking. The shares of Series 1997-A Convertible Preferred Stock
will, with respect to the payment of dividends, the right to redemption in
accordance with Section 7, the right to receive the Change of Control
Preference, the right to receive the Liquidation Preference, and any other
distribution of assets on liquidation, dissolution or winding-up of the
Corporation, rank prior to any other series of Preferred Stock, prior to Common
Stock and prior to any other class or series of capital stock of the
Corporation.

     Section 10. Miscellaneous.

     (a) Except as otherwise expressly provided to this Certificate of
Designation, whenever a notice or other communication is required or permitted
to be given to holders of shares of Series 1997-A Convertible Preferred Stock,
the notice or other communication will be deemed properly given if deposited in
the United States mail, postage prepaid, addressed to the persons shown on the
books of the Corporation as the holders of the shares of Series 1997-A
Convertible Preferred Stock at the addresses as they appear on the books of the
Corporation, as of the Record Date or dates determined in accordance with
applicable law and with the Charter and Bylaws, as in effect from time to time,
with a copy sent to Westbrook Berkshire Holdings, L.L.C., c/o Westbrook
Partners, L.L.C., at 599 Lexington Avenue, Suite 3800, New York, New York 10022
and at 13155 Noel Road, LB 54, Suite 2300, Dallas, Texas 75240, in each case by
documented overnight delivery service or, to the extent receipt is confirmed,
telecopy, telefax or other electronic transmission service.


                                       16

<PAGE>



     (b) Shares of Series 1997-A Convertible Preferred Stock will not have any
designations, preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications or terms and conditions of redemption, other than those
specifically set forth herein, in the Charter, and as may be provided under
applicable law insofar as any such provision does not conflict with the terms
hereof

     (c) The headings of the various subdivisions herein are for convenience
only and will not affect the meaning or interpretation of any of the provisions
herein.

     (d) Notwithstanding Section 3 hereof, the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption of the
Series 1997-A Convertible Preferred Stock may be waived, and any of such
provisions of the Series 1997-A Convertible Preferred Stock may be amended, only
with the approval of holders of at least a majority of the outstanding shares of
Series 1997-A Convertible Preferred Stock, voting separately as a class.

     (e) Notwithstanding anything to the contrary contained in Section 2, 3, 4,
5 7, 8 or 10(d) hereof, each holder of record of Series 1997-A Convertible
Preferred Stock hereby agrees (subject to relinquishment by Westbrook Real
Estate Fund II, L.P. as permitted below) that, in determining whether any holder
of Series 1997-A Convertible Preferred Stock has (i) voted to remove or elect
any director of the Corporation under Section 3, (ii) approved any action by the
Corporation under Section 3, (iii) elected the Change of Control Preference, or
the Liquidation Preference, as the case may be, or shares of Common Stock in
lieu of either thereof under Section 4, (iv) elected to cause the conversion of
such holder's Series 1997-A Convertible Preferred Stock into Common Stock or
other assets under Section 5, (v) elected to receive the Redemption Price under
Section 7 after receiving a Notice of Mandatory Conversion, (vi) elected to
receive the Declassification Redemption Price under Section 8 or (vi) received
any notice of the Corporation required or permitted by this Certificate of
Designation, Westbrook Real Estate Fund II, L.P. shall have the right to grant
or deny such approvals, make or decline any such elections or receive any such
notices with regard to all shares of the Series 1997-A Convertible Preferred
Stock held of record by such holder, and a notice received by Westbrook Real
Estate Fund II, L.P. and a document executed by Westbrook Real Estate Fund II,
L.P. calling a meeting of shareholders, exercising the right to take action by
written consent without a meeting, exercising voting rights either together with
holders of shares of Common Stock or separately as a class, including without
limitation the granting or denying of approval to any action by the Corporation,
or electing or removing any director, or electing or declining to the
Corporation to effect the conversion as to any shares of Series 1997-A
Convertible Preferred Stock, or electing or declining to the Corporation to
effect the redemption as to any shares of Series 1997-A Convertible Preferred
Stock, shall determine the matter for such holders as Westbrook Real Estate Fund
II, L.P. may indicate. Upon written notice by Westbrook Real Estate Fund II,
L.P. to the Corporation, Westbrook Real Estate Fund II, L.P. may relinquish such
rights and powers over any or all shares of Series 1997-A Convertible Preferred
Stock. The foregoing may, but need not, be evidenced by execution by each holder
of Series 1997-A Convertible Preferred Stock, other than Westbrook Real Estate
Fund II, L.P., of a proxy in favor of Westbrook Real Estate Fund II, L.P.

     Section 11. Severability of Provisions.

     Whenever possible, each provision hereof shall be interpreted in a manner
as to be effective and valid under applicable law, but if any provision hereof
is held to be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating or otherwise adversely affecting the remaining provisions
hereof If a court of competent jurisdiction should determine that a provision
hereof would be valid or enforceable if a period of time were extended or
shortened or a particular percentage were increased or decreased, then such
court may make such change as shall be necessary to render the provision in
question effective and valid under applicable law.


                                       17

<PAGE>




     IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf
of the Corporation by its President and attested by its Secretary as of the __th
day of ____________, 1997.

                                       BERKSHIRE REALTY COMPANY, INC.



                                       By:  /s/ David F. Marshall
                                            -------------------------------
                                            David F. Marshall
                                            President






[SEAL]

Attest:

/s/ [ILLEGILBLE]
-----------------------------

Name: [ILLEGIBLE]
-----------------------------

Title: Secretary


                                       18

<PAGE>




                                    Exhibit A


 OBJECTIVE:   To keep the Preferred Stock holders' relative ownership of shares
              constant (as compared to transaction consummated at the Effective
              Conversion Price), upon issuance of a "New Dilutive Security" (see
              definition below), the then-applicable Conversion Price of the
              Preferred Stock will be adjusted as follows:


         PRIOR                           ANTI-DILUTION             ADJUSTED
    CONVERSION PRICE                   ADJUSTMENT FORMULA      CONVERSION PRICE
    ----------------                   ------------------      ----------------
           X                 x            (A+B+C)+EX       =         X^
                                       ------------------
                                          (A+B+C^)+EX^

                              t...must be solved for per calculation included in
                                  example below.

     DEFINITIONS:

"New Dilutive Security" - A Common stock or common stock equivalent issuance at
a price below FX

X   - Conversion Price of Preferred Stock prior to issuance of "New Dilutive
      Security".

X^  - Conversion Price of Preferred Stock adjusted for issuance of "New
      Dilutive Security".

FX  - Effective Conversion Price of Preferred Stock prior to issuance of
      "New Dilutive Security."

FX^ - Effective Conversion Price of Preferred Stock adjusted for issuance
      of "New Dilutive Security"

A   - The number of fully diluted common shares outstanding

B   - Shares of Common Stock issuable upon conversion of all convertible
      Operating Partnership Units outstanding prior to issuance of New Dilutive
      Security.

C   - Shares of Common Stock issuable upon conversion of all Preferred Stock,
      assuming the prior Conversion Price, (or X).

C^  - Shares of Common Stock issuable upon conversion of all outstanding
      Preferred Stock, assuming the adjusted Conversion Price for the New
      Dilutive Security issuance (or X^).

EX  - "New Dilutive Security" equivalent common shares, assuming prior
      Effective Conversion price, (FX)

EX^ - "New Dilutive Security" equivalent common shares, based on actual
      conversion of security.



<PAGE>




                                                           Exhibit A (continued)

Example

Assume a 10,000,000 share common stock issuance at $10/share (the "New
Dilutive Security") following an investment of 10,000,0OO of Preferred Stock
at a $12.125 Conversion Price ($11.995 Effective Conversion Price):

<TABLE>
<CAPTION>
Assumptions
--------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                    <C>                                      <C>
 Outstanding Common Stock                      25,480,851             Gross Proceeds - New issue               100,000,000
 OP Units Outstanding                           6,527,022             New Shares Issued                         10,000,000
 Pref. Stock Equivalent Common Stock            5,773,196             New Share Issue Price                        $ 10.00
 Preferred Conversion Price                       $12.125             Effective Pref. Conversion Price             $11.995
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

Prior to solving for C^, the following table must be created:

<TABLE>
<CAPTION>
                                                                         Post-New Dilutive          Post-New Dilutive
                                                                         Security Issuance          Security Issuance
                                               Pre-New Dilutive          Issued at $10 per         Issued at Effective
                                              Security Issuance        Share and Unadjusted         Conversion Price
                                           ----------------------     ----------------------     ----------------------
Share Capitalization of Corporation        # of Shares       %        # of Shares       %        # of Shares       %
-----------------------------------        -----------     ------     -----------     ------     -----------     ------
<S>                                         <C>            <C>         <C>            <C>         <C>            <C>   
Common Stock Equivalent Shares (A)          25,480,851      67.44%     25,480,851      53.33%     25,480,851      55.25%
Convertible OP Units Outstanding (B)         6,527,022      17.28%      6,527,022      13.66%      6,527,022      14.15%
Pref. Stock Equivalent Common Stock (C)      5,773,196      15.28%      5,773,196      12.08%      5,773,196      12.52%
  v Dilutive Security Shares (EX^/EX)             --         0.00%     10,000,000      20.93%      8,336,745      18.08%
                                            ----------     ------      ----------     ------      ----------     ------
Total                                       37,781,069     100.00%     47,781,069     100.00%     46,117,814     100.00%
</TABLE>



C^ is the number of shares of Common stock into which the shares of Preferred
stock must convert in order to maintain the Preferred Stock holders' ownership
percentage at 12.5% (i.e. as if the issuance were done at the effective
conversion price prior to the issuances)

<TABLE>
<S>                                                                                             <C>
Share Capitalization, post New Dilutive Security Issuance as issued
at $10 per share and unadjusted                                                                  47,781,069

Less Preferred Stock Equivalent Common Stock                                                     (5,773,196)
                                                                                                -----------
Non-Preferred Share Capitalization                                                               42,007,873

Ownership of Preferred Shareholders if New Security Issued at Effective Conversion Price              12.52%
Remaining Shareholders Ownership Interest                                                             87.48%

Total Shares Grossed up to Maintain Preferred Ownership Percentage at 12.52%                     48,019,076

Preferred Stock Ownership Percentage                                                                  12.52%
                                                                                                -----------
Number of Shares Preferred must convert into in order to keep Ownership Percentage at 12.52%      6,011,203
                                                                                                ===========
</TABLE>




<PAGE>




                                                           Exhibit A (continued)

<TABLE>
<CAPTION>
Prior Conversion                                                                                   Adjusted Conversion
    Price                                                                                                 Price
   -------                                                                                                -----
<S>                    <C>                                                                               <C>
   $12.125         x   ((A+B+C) + (dilutive issue proceeds / $12.125))                       =
                       ----------------------------------------------- 
                       ((A+B+C^) + (dilutive issue proceeds /$10.00))

   $12.125         x   (37,781,069 + 8,336,745)                                              =
                      --------------------------
                       (38,019,076 + 10,000,000)

   $12.125         x     46,117,814        =                               96.04%            =            $11.6449
                         ----------
                        48,019,076
Preferred Equivalent Common Stock at New Conversion Price         =      70,000,000          =           6,011,203
                                                                      ---------------
                                                                          11.645
</TABLE>




Checking the Calculation

<TABLE>
<CAPTION>
Share Capitalization of Corporation                  Shares          %
----------------------------------------------     ----------     ------
<S>                                                <C>             <C>   
Common Stock Equivalent Shares (A)                 25,480,851      53.06%
Convertible OP Units Outstanding (B)                6,527,022      13.59%
Preferred Stock Equivalent Common Stock (C^/C)      6,011,203      12.52%
New Dilutive Security Shares (EX^/EX)              10,000,000      20.83%
                                                   ----------     ------
TOTAL                                              48,019,076     100.00%
</TABLE>