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                                                                    EXHIBIT 4.1
                             ARTICLES SUPPLEMENTARY


                   APARTMENT INVESTMENT AND MANAGEMENT COMPANY

                 Class M Convertible Cumulative Preferred Stock
                           (Par Value $.01 Per Share)

     APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation
(hereinafter called the "Corporation"), having its principal office in Baltimore
City, Maryland, hereby certifies to the Department of Assessments and Taxation
of the State of Maryland that:

     FIRST: Pursuant to authority expressly vested in the Board of Directors of
the Corporation by Section 1.2 of Article IV of the Charter of the Corporation,
as amended to date (the "Charter"), the Board of Directors has duly divided and
classified 1,600,000 authorized but unissued shares of Class A Common Stock of
the Corporation, par value $.01 per share (the "Class A Common Stock"), into a
class designated as Class M Convertible Cumulative Preferred Stock, par value
$.01 per share, and has provided for the issuance of such class.

     SECOND: The reclassification increases the number of shares classified as
Class M Convertible Cumulative Preferred Stock, par value $.01 per share, from
no shares immediately prior to the reclassification to 1,600,000 shares
immediately after the reclassification. The reclassification decreases the
number of shares classified as Class A Common Stock from 475,937,500 shares
immediately prior to the reclassification to 474,337,500 shares immediately
after the reclassification.

     THIRD: The terms of the Class M Convertible Cumulative Preferred Stock
(including the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications, or terms or conditions of redemption) as set by the Board of
Directors are as follows:

     1.   NUMBER OF SHARES AND DESIGNATION.

     This class of Preferred Stock shall be designated as Class M Convertible
Cumulative Preferred Stock, par value $.01 per share (the "Class M Preferred
Stock"), and One Million, Six Hundred Thousand (1,600,000) shall be the
authorized number of shares of such Class M Preferred Stock constituting such
class.

     2.   DEFINITIONS.

     For purposes of the Class M Preferred Stock, the following terms shall have
the meanings indicated:


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"Act" shall mean the Securities Act of 1933, as amended.

"affiliate" of a Person means a Person that directly, or indirectly through one
or more intermediaries, controls or is controlled by, or is under common control
with, the Person specified.

"Aggregate Value" shall mean, with respect to any block of Equity Stock, the sum
of the product of (i) the number of shares of each class of Equity Stock within
such block multiplied by (ii) the corresponding Market Price of one share of
Equity Stock of such class.

"Beneficial Ownership" shall mean, with respect to any Person, ownership of
shares of Equity Stock equal to the sum of (i) the number of shares of Equity
Stock directly owned by such Person, (ii) the number of shares of Equity Stock
indirectly owned by such Person (if such Person is an "individual" as defined in
Section 542(a)(2) of the Code) taking into account the constructive ownership
rules of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the
Code, and (iii) the number of shares of Equity Stock that such Person is deemed
to beneficially own pursuant to Rule 13d-3 under the Exchange Act, provided that
when applying this definition of Beneficial Ownership to the Initial Holder,
clause (iii) of this definition, and clause (a) (ii) of the definition of
"Person" shall be disregarded. The terms "Beneficial Owner," "Beneficially Owns"
and "Beneficially Owned" shall have the correlative meanings.

"Board of Directors" shall mean the Board of Directors of the Corporation or any
committee authorized by such Board of Directors to perform any of its
responsibilities with respect to the Class M Preferred Stock; provided that, for
purposes of paragraph (a) of Section 9 of this Article, the term "Board of
Directors" shall not include any such committee.

"Business Day" shall mean any day other than a Saturday, Sunday or a day on
which state or federally chartered banking institutions in New York, New York
are not required to be open.

"Charitable Beneficiary" shall mean one or more beneficiaries of the Trust as
determined pursuant to Section 11.3 of this Article, each of which shall be an
organization described in Section 170(b)(1)(A), 170(c)(2) and 501(c)(3) of the
Code.

"Class M Preferred Stock" shall have the meaning set forth in Section 1 of this
Article.

"Closing Price" shall mean, when used with respect to a share of any Equity
Stock and for any date, the last sale price, regular way, or, in case no such
sale takes place on such day, the average of the closing bid and asked prices,
regular way, in either case, as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the NYSE or, if the Equity Stock is not listed or admitted to trading
on the NYSE, as reported in the principal consolidated transaction reporting
system with



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respect to securities listed on the principal national securities exchange on
which the Equity Stock is listed or admitted to trading or, if the Equity Stock
is not listed or admitted to trading on any national securities exchange, the
last quoted price, or if not so quoted, the average of the high bid and low
asked prices in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System or, if such
system is no longer in use, the principal other automated quotation system that
may then be in use or, if the Equity Stock is not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Equity Stock selected by the
Board of Directors of the Corporation.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time, or any successor statute thereto. Reference to any provision of the Code
shall mean such provision as in effect from time to time, as the same may be
amended, and any successor thereto, as interpreted by any applicable regulations
or other administrative pronouncements as in effect from time to time.

"Common Stock" shall mean the Class A Common Stock, par value $.01 per share, of
the Corporation, and such other shares of the Corporation's capital stock into
which outstanding shares of such Class A Common Stock shall be reclassified.

"Conversion Price" shall mean the conversion price per share of Class A Common
Stock for which each share of Class M Preferred Stock is convertible, as such
Conversion Price may be adjusted pursuant to Section 7 of this Article. The
initial Conversion Price shall be $44.00 (equivalent to a conversion rate of
approximately 0.5681818 shares of Class A Common Stock for each share of Class M
Preferred Stock).

"Dividend Payment Date" shall mean January 13, April 13, July 13 and October 13
of each year; provided, that if any Dividend Payment Date falls on any day other
than a Business Day, the dividend payment payable on such Dividend Payment Date
shall be paid on the Business Day immediately following such Dividend Payment
Date and no interest shall accrue on such dividend from such date to such
Dividend Payment Date.

"Dividend Periods" shall mean the Initial Dividend Period and each subsequent
quarterly dividend period commencing on and including January 13, April 13, July
13 and October 13 of each year and ending on and including the day preceding the
first day of the next succeeding Dividend Period, other than the Dividend Period
during which any Class M Preferred Stock shall be redeemed pursuant to Section 5
hereof, which shall end on and include the Redemption Date with respect to the
Class M Preferred Stock being redeemed.

"Equity Stock" shall mean one or more shares of any class of capital stock of
the Corporation.

"Excess Transfer" has the meaning set forth in Section 11.3(A) of this Article.

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"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Issue Date" shall mean January 13, 2000.

"Initial Dividend Period" shall mean the period commencing on and including the
Issue Date and ending on and including April 12, 2000.

"Initial Holder" shall mean Terry Considine.

"Initial Holder Limit" shall mean a number of the Outstanding shares of Class M
Preferred Stock of the Corporation having an Aggregate Value not in excess of
the excess of (x) 15% of the Aggregate Value of all Outstanding shares of Equity
Stock over (y) the Aggregate Value of all shares of Equity Stock other than
Class M Preferred Stock that are Beneficially Owned by the Initial Holder. From
the Issue Date, the secretary of the Corporation, or such other person as shall
be designated by the Board of Directors, shall upon request make available to
the representative(s) of the Initial Holder and the Board of Directors, a
schedule that sets forth the then-current Initial Holder Limit applicable to the
Initial Holder.

"Junior Stock" shall have the meaning set forth in paragraph (c) of Section 8 of
this Article.

"Liquidation Preference" shall have the meaning set forth in paragraph (a) of
Section 4 of this Article.

"Look-Through Entity" shall mean a Person that is either (i) described in
Section 401(a) of the Code as provided under Section 856(h)(3) of the Code or
(ii) registered under the Investment Company Act of 1940.

"Look-Through Ownership Limit" shall mean, for any Look-Through Entity, a number
of the Outstanding shares of Class M Preferred Stock of the Corporation having
an Aggregate Value not in excess of the excess of (x) 15% of the Aggregate Value
of all Outstanding shares of Equity Stock over (y) the Aggregate Value of all
shares of Equity Stock other than Class M Preferred Stock that are Beneficially
Owned by the Look-Through Entity.

"Market Price" on any date shall mean, with respect to any share of Equity
Stock, the Closing Price of a share of that class of Equity Stock on the Trading
Day immediately preceding such date.

"NYSE" shall mean the New York Stock Exchange, Inc.

"Outstanding" shall mean issued and outstanding shares of Equity Stock of the
Corporation, provided that for purposes of the application of the Ownership
Limit, the Look-Through Ownership Limit or the Initial Holder Limit to any
Person, the term "Outstanding" shall be



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deemed to include the number of shares of Equity Stock that such Person alone,
at that time, could acquire pursuant to any options or convertible securities.

"Ownership Limit" shall mean, for any Person other than the Initial Holder or a
Look-Through Entity, a number of the Outstanding shares of Class M Preferred
Stock of the Corporation having an Aggregate Value not in excess of the excess
of (x) 8.7% of the Aggregate Value of all Outstanding shares of Equity Stock
over (y) the Aggregate Value of all shares of Equity Stock other than Class M
Preferred Stock that are Beneficially Owned by the Person.

"Ownership Restrictions" shall mean collectively the Ownership Limit, as applied
to Persons other than the Initial Holder or Look-Through Entities, the Initial
Holder Limit, as applied to the Initial Holder, and the Look-Through Ownership
Limit, as applied to Look-Through Entities.

"Parity Stock" shall have the meaning set forth in paragraph (b) of Section 8 of
this Article.

"Person" shall mean (a) for purposes of Section 11 of this Article, (i) an
individual, corporation, partnership, estate, trust (including a trust
qualifying under Section 401(a) or 501(c) of the Code), association, "private
foundation," within the meaning of Section 509(a) of the Code, joint stock
company or other entity, and (ii) a "group," as that term is used for purposes
of Section 13(d)(3) of the Exchange Act, and (b) for purposes of the remaining
Sections of this Article, any individual, firm, partnership, corporation or
other entity, including any successor (by merger or otherwise) of such entity.

"Prohibited Transferee" has the meaning set forth in Section 11.3(A) of this
Article.

"Record Date" shall have the meaning set forth in paragraph (a) of Section 3 of
this Article.

"Redemption Date" shall mean, in the case of any redemption of any shares of
Class M Preferred Stock, the date fixed for redemption of such shares.

"Redemption Price" shall mean, with respect to any shares of Class M Preferred
Stock to be redeemed, (i) if the Redemption Date occurs during the period from
and including January 13, 2003, to but excluding January 13, 2004, 102% of the
Liquidation Preference thereof, and (ii) if the Redemption Date occurs on or
after January 13, 2004, 100% of the Liquidation Preference thereof, plus, in the
case of clause (i) or (ii), all accumulated, accrued and unpaid dividends
(whether or not earned or declared), if any, to the Redemption Date.

"REIT" shall mean a "real estate investment trust," as defined in Section 856 of
the Code.

"Senior Stock" shall have the meaning set forth in paragraph (a) of Section 8 of
this Article.

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"set apart for payment" shall be deemed to include, without any action other
than the following, the recording by the Corporation in its accounting ledgers
of any accounting or bookkeeping entry which indicates, pursuant to a
declaration of dividends or other distribution by the Board of Directors, the
allocation of funds to be so paid on any series or class of capital stock of the
Corporation; provided, however, that if any funds for any class or series of
Junior Stock or any class or series of Parity Stock are placed in a separate
account of the Corporation or delivered to a disbursing, paying or other similar
agent, then "set apart for payment" with respect to the Class M Preferred Stock
shall mean placing such funds in a separate account or delivering such funds to
a disbursing, paying or other similar agent.

"Trading Day" shall mean, when used with respect to any Equity Stock, (i) if the
Equity Stock is listed or admitted to trading on the NYSE, a day on which the
NYSE is open for the transaction of business, (ii) if the Equity Stock is not
listed or admitted to trading on the NYSE but is listed or admitted to trading
on another national securities exchange or automated quotation system, a day on
which the principal national securities exchange or automated quotation system,
as the case may be, on which the Equity Stock is listed or admitted to trading
is open for the transaction of business, or (iii) if the Equity Stock is not
listed or admitted to trading on any national securities exchange or automated
quotation system, any day other than a Saturday, a Sunday or a day on which
banking institutions in the State of New York are authorized or obligated by law
or executive order to close.

"Transfer" shall mean any sale, transfer, gift, assignment, devise or other
disposition of a share of Class M Preferred Stock (including (i) the granting of
an option or any series of such options or entering into any agreement for the
sale, transfer or other disposition of Class M Preferred Stock or (ii) the sale,
transfer, assignment or other disposition of any securities or rights
convertible into or exchangeable for Class M Preferred Stock), whether voluntary
or involuntary, whether of record or Beneficial Ownership, and whether by
operation of law or otherwise (including, but not limited to, any transfer of an
interest in other entities that results in a change in the Beneficial Ownership
of shares of Class M Preferred Stock). The term "Transfers" and "Transferred"
shall have correlative meanings.

"Transfer Agent" means such transfer agent as may be designated by the Board of
Directors or their designee as the transfer agent for the Class M Preferred
Stock; provided, that if the Corporation has not designated a transfer agent
then the Corporation shall act as the transfer agent for the Class M Preferred
Stock.

"Trust" shall mean the trust created pursuant to Section 11.3 of this Article.

"Trustee" shall mean the Person unaffiliated with either the Corporation or the
Prohibited Transferee that is appointed by the Corporation to serve as trustee
of the Trust.

"Voting Preferred Stock" shall have the meaning set forth in Section 9 of this
Article.

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     3.   DIVIDENDS.

          (a)  The holders of Class M Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors, out of funds legally
available for that purpose, quarterly cash dividends on the Class M Preferred
Stock in an amount per share equal to (i) during the period from the Issue Date
through and including January 13, 2003, the greater of $0.53125 or the quarterly
cash dividend paid or payable (determined on each Dividend Payment Date by
reference to the dividend most recently declared on the Class A Common Stock) on
the number of shares of Class A Common Stock (or portion thereof) into which a
share of Class M Preferred Stock is then convertible, and (ii) during the period
from and after January 13, 2003, the greater of $0.578125 or the quarterly cash
dividend paid or payable (determined on each Dividend Payment Date by reference
to the dividend most recently declared on the Class A Common Stock) on the
number of shares of Class A Common Stock (or portion thereof) into which a share
of Class M Preferred Stock is then convertible. Such dividends shall be
cumulative from the Issue Date, whether or not in any Dividend Period or Periods
such dividends shall be declared or there shall be funds of the Corporation
legally available for the payment of such dividends, and shall be payable
quarterly in arrears on each Dividend Payment Date, commencing on April 13,
2000. Each such dividend shall be payable in arrears to the holders of record of
the Class M Preferred Stock, as they appear on the stock records of the
Corporation at the close of business on the tenth Business Day immediately
preceding such Dividend Payment Date (each a "Record Date"). Accumulated,
accrued and unpaid dividends for any past Dividend Periods may be declared and
paid at any time, without reference to any regular Dividend Payment Date, to
holders of record on such date, which date shall not precede by more than 45
days the payment date thereof, as may be fixed by the Board of Directors.

          (b)  Any dividend payable on the Class M Preferred Stock for any
partial dividend period shall be computed ratably on the basis of twelve 30-day
months and a 360-day year. Holders of Class M Preferred Stock shall not be
entitled to any dividends, whether payable in cash, property or stock, in excess
of full cumulative dividends, as herein provided, on the Class M Preferred
Stock. No interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend payment or payments on the Class M Preferred Stock that
may be in arrears.

          (c)  So long as any of the shares of Class M Preferred Stock are
outstanding, except as described in the immediately following sentence, no
dividends shall be declared or paid or set apart for payment by the Corporation
and no other distribution of cash or other property shall be declared or made,
directly or indirectly, by the Corporation with respect to any shares of Parity
Stock unless, in each case, dividends equal to the full amount of accumulated,
accrued and unpaid dividends on all outstanding shares of Class M Preferred
Stock have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof has been or contemporaneously is set apart
for payment of such dividends on the Class M Preferred Stock for all Dividend
Periods ending on or prior to the date such dividend or distribution is
declared, paid, set apart for payment or made, as the case may be, with respect
to such shares of Parity Stock. When dividends are not paid in full or a sum
sufficient for such payment is not set apart, as aforesaid, all dividends
declared upon the Class M Preferred Stock and all dividends declared upon any
shares of Parity


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Stock shall be declared ratably in proportion to the respective amounts of
dividends accumulated, accrued and unpaid on the Class M Preferred Stock and
accumulated, accrued and unpaid on such Parity Stock.

          (d)  So long as any of the shares of Class M Preferred Stock are
outstanding, no dividends (other than dividends or distributions paid in shares
of, or options, warrants or rights to subscribe for or purchase shares of,
Junior Stock) shall be declared or paid or set apart for payment by the
Corporation and no other distribution of cash or other property shall be
declared or made, directly or indirectly, by the Corporation with respect to any
shares of Junior Stock, nor shall any shares of Junior Stock be redeemed,
purchased or otherwise acquired (other than a redemption, purchase or other
acquisition of Common Stock made for purposes of an employee incentive or
benefit plan of the Corporation or any subsidiary) for any consideration (or any
moneys be paid to or made available for a sinking fund for the redemption of any
shares of any such stock), directly or indirectly, by the Corporation (except by
conversion into or exchange for shares of, or options, warrants or rights to
subscribe for or purchase shares of, Junior Stock), nor shall any other cash or
other property otherwise be paid or distributed to or for the benefit of any
holder of shares of Junior Stock in respect thereof, directly or indirectly, by
the Corporation unless, in each case, dividends equal to the full amount of all
accumulated, accrued and unpaid dividends on all outstanding shares of Class M
Preferred Stock have been declared and paid, or such dividends have been
declared and a sum sufficient for the payment thereof has been set apart for
such payment, on all outstanding shares of Class M Preferred Stock for all
Dividend Periods ending on or prior to the date such dividend or distribution is
declared, paid, set apart for payment or made with respect to such shares of
Junior Stock, or the date such shares of Junior Stock are redeemed, purchased or
otherwise acquired or monies paid to or made available for any sinking fund for
such redemption, or the date any such cash or other property is paid or
distributed to or for the benefit of any holders of Junior Stock in respect
thereof, as the case may be.

          Notwithstanding the provisions of this Section 3, the Corporation
shall not be prohibited from (i) declaring or paying or setting apart for
payment any dividend or distribution on any shares of Parity Stock or (ii)
redeeming, purchasing or otherwise acquiring any Parity Stock, in each case, if
such declaration, payment, redemption, purchase or other acquisition is
necessary in order to maintain the continued qualification of the Corporation as
a REIT under Section 856 of the Code.

     4.   LIQUIDATION PREFERENCE.

          (a)  In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, before any payment or
distribution by the Corporation (whether of capital, surplus or otherwise) shall
be made to or set apart for the holders of Junior Stock, the holders of shares
of Class M Preferred Stock shall be entitled to receive the greater of (i)
Twenty-Five Dollars ($25) per share of Class M Preferred Stock (the "Liquidation
Preference"), plus an amount equal to all dividends (whether or not earned or
declared) accumulated, accrued and unpaid thereon to the date of final
distribution to such holders, or (ii) the amount that would be payable to



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the holders of Class M Preferred Stock if they had converted all outstanding
shares of Class M Preferred Stock into shares of Common Stock immediately prior
to such liquidation, dissolution or winding up; but such holders shall not be
entitled to any further payment. Until the holders of the Class M Preferred
Stock have been paid the Liquidation Preference in full, plus an amount equal to
all dividends (whether or not earned or declared) accumulated, accrued and
unpaid thereon to the date of final distribution to such holders, no payment
will be made to any holder of Junior Stock upon the liquidation, dissolution or
winding up of the Corporation. If, upon any liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation, or proceeds thereof,
distributable among the holders of Class M Preferred Stock shall be insufficient
to pay in full the preferential amount aforesaid and liquidating payments on any
other shares of any class or series of Parity Stock, then such assets, or the
proceeds thereof, shall be distributed among the holders of Class M Preferred
Stock and any such other Parity Stock ratably in the same proportion as the
respective amounts that would be payable on such Class M Preferred Stock and any
such other Parity Stock if all amounts payable thereon were paid in full. For
the purposes of this Section 4, (i) a consolidation or merger of the Corporation
with one or more corporations, (ii) a sale or transfer of all or substantially
all of the Corporation's assets, or (iii) a statutory share exchange shall not
be deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary, of the Corporation.

          (b)  Upon any liquidation, dissolution or winding up of the
Corporation, after payment shall have been made in full to the holders of Class
M Preferred Stock and any Parity Stock, as provided in Section 4(a), any other
series or class or classes of Junior Stock shall, subject to the respective
terms thereof, be entitled to receive any and all assets remaining to be paid or
distributed, and the holders of the Class M Preferred Stock and any Parity Stock
shall not be entitled to share therein.

     5.   REDEMPTION AT THE OPTION OF THE CORPORATION.

          (a)  Shares of Class M Preferred Stock shall not be redeemable by the
Corporation prior to January 13, 2003, except as set forth in Section 11.2 of
this Article. On and after January 13, 2003, except as set forth in paragraph
(e) below, the Corporation, at its option, may redeem shares of Class M
Preferred Stock, in whole but not in part, at a redemption price payable in cash
equal to the Redemption Price applicable thereto. In the event of a redemption
of shares of Class M Preferred Stock, if the Redemption Date occurs after a
dividend record date and on or prior to the related Dividend Payment Date, the
dividend payable on such Dividend Payment Date in respect of such shares called
for redemption shall be payable on such Dividend Payment Date to the holders of
record at the close of business on such dividend record date notwithstanding the
redemption of such shares, and shall not be payable as part of the redemption
price for such shares.

          (b)  The Redemption Date shall be selected by the Corporation, shall
be specified in the notice of redemption and shall be not less than 30 days nor
more than 60 days after the date notice of redemption is sent by the
Corporation.

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          (c)  If full cumulative dividends on all outstanding shares of Class M
Preferred Stock have not been declared and paid, or declared and set apart for
payment, no shares of Class M Preferred Stock may be redeemed unless all
outstanding shares of Class M Preferred Stock are simultaneously redeemed.
Neither the Corporation nor any affiliate of the Corporation may purchase or
acquire shares of Class M Preferred Stock, otherwise than pursuant to a purchase
or exchange offer made on the same terms to all holders of shares of Class M
Preferred Stock.

          (d)  If the Corporation shall redeem shares of Class M Preferred Stock
pursuant to paragraph (a) of this Section 5, notice of such redemption shall be
given to each holder of record of the shares to be redeemed. Such notice shall
be provided by first class mail, postage prepaid, at such holder's address as
the same appears on the stock records of the Corporation. Neither the failure to
mail any notice required by this paragraph (d), nor any defect therein or in the
mailing thereof to any particular holder, shall affect the sufficiency of the
notice or the validity of the proceedings for redemption with respect to the
other holders. Any notice which has been mailed in the manner herein provided
shall be conclusively presumed to have been duly given on the date mailed
whether or not the holder receives the notice. Each such notice shall state, as
appropriate: (i) the Redemption Date; (ii) the place or places at which
certificates for such shares are to be surrendered for cash; and (iii) the
redemption price payable on such Redemption Date, including, without limitation,
a statement as to whether or not accumulated, accrued and unpaid dividends will
be payable as part of the redemption price, or payable on the next Dividend
Payment Date to the record holder at the close of business on the relevant
record date as described in the next succeeding sentence. Notice having been
mailed as aforesaid, from and after the Redemption Date (unless the Corporation
shall fail to make available the amount of cash necessary to effect such
redemption), (i) dividends on the shares of Class M Preferred Stock so called
for redemption shall cease to accumulate or accrue on the shares of Class M
Preferred Stock called for redemption, (ii) said shares shall no longer be
deemed to be outstanding, and (iii) all rights of the holders thereof as holders
of Class M Preferred Stock of the Corporation shall cease except the right to
receive the cash payable upon such redemption, without interest thereon, upon
surrender of their certificates if so required; provided, however, that if the
Redemption Date for any shares of Class M Preferred Stock occurs after any
dividend record date and on or prior to the related Dividend Payment Date, the
full dividend payable on such Dividend Payment Date in respect of such shares of
Class M Preferred Stock called for redemption shall be payable on such Dividend
Payment Date to the holders of record of such shares at the close of business on
the corresponding dividend record date notwithstanding the prior redemption of
such shares. The Corporation's obligation to make available the cash necessary
to effect such redemption in accordance with the preceding sentence shall be
deemed fulfilled if, on or before the applicable Redemption Date, the
Corporation shall irrevocably deposit in trust with a bank or trust company
(which may not be an affiliate of the Corporation) that has, or is an affiliate
of a bank or trust company that has, a capital and surplus of at least
$50,000,000, such amount of cash as is necessary for such redemption plus, if
such Redemption Date occurs after any dividend record date and on or prior to
the related Dividend Payment Date, such amount of cash as is necessary to pay
the dividend payable on such Dividend Payment Date in respect of such shares of
Class M Preferred Stock called for redemption, with irrevocable instructions
that such cash be applied to the redemption of the shares of Class M Preferred
Stock so


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called for redemption and, if applicable, the payment of such dividend. No
interest shall accrue for the benefit of the holders of shares of Class M
Preferred Stock to be redeemed on any cash so set aside by the Corporation.
Subject to applicable escheat laws, any such cash unclaimed at the end of two
years from the Redemption Date shall revert to the general funds of the
Corporation, after which reversion the holders of shares of Class M Preferred
Stock so called for redemption shall look only to the general funds of the
Corporation for the payment of such cash.

     As promptly as practicable after the surrender in accordance with such
notice of the certificates for any such shares of Class M Preferred Stock to be
so redeemed (properly endorsed or assigned for transfer, if the Corporation
shall so require and the notice shall so state), such certificates shall be
exchanged for cash (without interest thereon) for which such shares have been
redeemed in accordance with such notice.

     6.   STATUS OF REACQUIRED STOCK.

     All shares of Class M Preferred Stock that have been issued and reacquired
in any manner by the Corporation (including, without limitation, shares of Class
M Preferred Stock which have been surrendered for conversion) shall be returned
to the status of authorized but unissued shares of Class M Preferred Stock.

     7.   CONVERSION.

     7.1  CONVERSION AT HOLDERS' OPTION.

     At any time on or after the Issue Date, except as set forth in Section
7.2(i) of this Article, holders of shares of Class M Preferred Stock shall have
the right to convert all or a portion of such shares into shares of Class A
Common Stock, as follows:

          (a)  Subject to and upon compliance with the provisions of this
Section 7, each share of Class M Preferred Stock shall, at the option of the
holder thereof, be convertible at any time (unless such share is called for
redemption, then to and including but not after the close of business on the
date immediately prior to the Redemption Date, unless the Corporation shall
default in payment due upon redemption thereof), into that number of fully paid
and non-assessable shares of Class A Common Stock (calculated as to each
conversion to the nearest 1/100th of a share) obtained by dividing $25 by the
Conversion Price in effect at such time and by surrender of the certificate
representing such shares to be converted in the manner provided in subsection
(b) of this Section 7.1.

          (b)  In order to convert shares of Class M Preferred Stock, the holder
of the shares to be converted shall surrender the certificate representing such
shares at any office or agency maintained by the Corporation for such purpose,
accompanied by the funds, if any, required by the last paragraph of this
subsection (b) to be paid by such holder, and shall give written notice of
conversion in the form provided on such certificate representing shares of Class
M Preferred Stock (or such other notice as is acceptable to the Corporation) to
the Corporation at such office or agency



                                       11
<PAGE>   12



that the holder elects to convert the shares of Class M Preferred Stock
specified in such notice. Such notice shall also state the name or names,
together with address or addresses, in which the certificate or certificates for
shares of Class A Common Stock which shall be issuable in such conversion shall
be issued. Unless the shares issuable on conversion are to be issued in the same
name as the name in which such share of Class M Preferred Stock is registered,
each certificate representing a share of Class M Preferred Stock surrendered for
conversion shall be accompanied by instruments of transfer, in form satisfactory
to the Corporation, duly executed by the holder or such holder's duly authorized
attorney and an amount sufficient to pay any transfer or similar tax (or
evidence reasonably satisfactory to the Corporation that such taxes have been
paid) .

          As promptly as practicable after the surrender of certificates
representing such shares of Class M Preferred Stock and the receipt of such
notice, instruments of transfer and funds, if any, as aforesaid, the Corporation
shall issue and shall deliver at such office or agency to such holder, or as
designated in such holder's written instructions, a certificate or certificates
for the number of full shares of Class A Common Stock issuable upon the
conversion of such share or shares of Class M Preferred Stock in accordance with
provisions of this Section 7, and a check or cash in respect of (i) the cash
amount payable to such holder, if any, referred to in the last paragraph of this
subsection (b), and (ii) any fractional interest in a share of Class A Common
Stock arising upon such conversion, as provided in paragraph (c) of this Section
7.1.

          Each conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which certificates representing
such shares of Class M Preferred Stock shall have been surrendered and such
notice (and any applicable instruments of transfer and any required taxes)
received by the Corporation as aforesaid, and the Person or Persons in whose
name or names any certificate or certificates for shares of Class A Common Stock
shall be issuable upon such conversion shall be deemed to have become the holder
or holders of record of the shares represented thereby at such time on such
date, and such conversion shall be at the Conversion Price in effect at such
time on such date, unless the stock transfer books of the Corporation shall be
closed on that date, in which event such Person or Persons shall be deemed to
have become such holder or holders of record at the close of business on the
next succeeding day on which such stock transfer books are open, but such
conversion shall be at the Conversion Price in effect on the date on which such
shares shall have been surrendered and such notice received by the Corporation.

          Except as provided herein, the Corporation will make no payment or
allowance for unpaid dividends, whether or not in arrears, on converted shares
or for dividends (other than dividends on the Class A Common Stock the record
date for which is after the conversion date and which the Corporation shall pay
in the ordinary course to the record holder as of the record date) on the Class
A Common Stock issued upon such conversion. Holders of Class M Preferred Stock
at the close of business on a Record Date will be entitled to receive an amount
equal to the dividend payable on such shares on the corresponding Dividend
Payment Date notwithstanding the conversion of such shares following such Record
Date. In addition to any such dividend, if the Dividend Adjustment Amount (as
defined below) with respect to any shares of Class M Preferred Stock surrendered
for conversion is positive, the holders of such shares shall, as of the date of
conversion,


                                       12
<PAGE>   13


be entitled to receive a cash payment equal to the Dividend Adjustment Amount.
If the Dividend Adjustment Amount with respect to any shares of Class M
Preferred Stock surrendered for conversion is negative, such shares must be
accompanied by payment of a cash amount equal to the absolute value of the
Dividend Adjustment Amount. As used herein, the "Dividend Adjustment Amount"
shall mean, with respect to any share of Class M Preferred Stock that has been
surrendered for conversion, the sum of:

          (i) the aggregate amount of any dividends (whether or not earned or
     declared) that are accumulated, accrued and unpaid on such share as of the
     time of such conversion; minus

          (ii) if such share has been surrendered for conversion during the
     period between the close of business on any Record Date and the opening of
     business on the corresponding Dividend Payment Date, the amount of the
     dividend payable thereon on such Dividend Payment Date; minus

          (iii) an amount equal to the product of (A) the number (which may be a
     fraction) of shares of Class A Common Stock into which a share of Class M
     Preferred Stock is then convertible, multiplied by (B) the quarterly cash
     dividend per share that was most recently declared on the Class A Common
     Stock, determined as of the date of conversion, and if the date of such
     conversion is not a record date for the payment of a dividend on the Class
     A Common Stock, multiplied by (C) a fraction, the numerator of which is the
     number of days in the period from and including the date of the most recent
     record date for the payment of a dividend on the Class A Common Stock to
     but excluding the date of such conversion, and the denominator of which is
     90.

          (c)  No fractional shares of Class A Common Stock or scrip
representing fractions of a share of Class A Common Stock shall be issued upon
conversion of shares of Class M Preferred Stock. If more than one share of Class
M Preferred Stock shall be surrendered for conversion at one time by the same
holder, the number of full shares of Class A Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
shares of Class M Preferred Stock so surrendered. In lieu of any fractional
interest in a share of Class A Common Stock that would otherwise be deliverable
upon the conversion of any share of Class M Preferred Stock, the Corporation
shall pay to the holder of such shares an amount in cash (computed to the
nearest cent) equal to the Closing Price of the Class A Common Stock on the
Trading Day immediately preceding the date of conversion, multiplied by the
fractional interest that otherwise would have been deliverable upon conversion
of such share.

     7.2  ADJUSTMENTS TO CONVERSION PRICE

          (a)  The Conversion Price shall be adjusted from time to time as
follows:

               (i) If the Corporation shall after the Issue Date (A) pay a
dividend or make a distribution on its Class A Common Stock in shares of Class A
Common Stock, (B) subdivide its



                                       13
<PAGE>   14



outstanding shares of Class A Common Stock into a greater number of shares, (C)
combine its outstanding shares of Class A Common Stock into a smaller number of
shares or (D) issue any shares of capital stock by reclassification of its
outstanding Class A Common Stock, then, in each such case, the Conversion Price
in effect immediately prior to such action shall be adjusted so that the holder
of any share of Class M Preferred Stock thereafter surrendered for conversion
shall be entitled to receive the number of shares of Class A Common Stock or
other capital stock of the Corporation which such holder would have owned or
been entitled to receive immediately following such action had such share been
converted immediately prior to the occurrence of such event. An adjustment made
pursuant to this subsection (i) of this Section 7.2(a) shall become effective
immediately after the record date, in the case of a dividend or distribution, or
immediately after the effective date, in the case of a subdivision, combination
or reclassification. If, as a result of an adjustment made pursuant to this
subsection (i), the holder of any share of Class M Preferred Stock thereafter
surrendered for conversion shall become entitled to receive shares of two or
more classes of capital stock or shares of Class A Common Stock and other
capital stock of the Corporation, the Board of Directors (whose determination
shall be conclusive and shall be described in a statement filed by the
Corporation with the Transfer Agent) shall determine the allocation of the
adjusted Conversion Price between or among shares of such classes of capital
stock or shares of Class A Common Stock and other capital stock.

               (ii) If the Corporation shall, after the Issue Date, issue
rights, options or warrants to all holders of its outstanding shares of Class A
Common Stock entitling them (for a period expiring within 45 days after the
record date described below) to subscribe for or purchase shares of Class A
Common Stock at a price per share less than the current market price per share
(determined pursuant to subsection (iv) of this Section 7.2(a)) of the Class A
Common Stock (other than pursuant to any stock option, restricted stock or other
incentive or benefit plan or stock ownership or purchase plan for the benefit of
employees, directors or officers or any dividend reinvestment plan of the
Corporation in effect at the time hereof or any other similar plan adopted or
implemented hereafter), then the Conversion Price in effect immediately prior
thereto shall be adjusted so that it shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the record date
by a fraction, the numerator of which shall be the sum of (A) the number of
shares of Class A Common Stock outstanding on the record date and (B) the number
of shares which the aggregate proceeds to the Corporation from the exercise of
such rights, options or warrants for Class A Common Stock would purchase at such
current market price, and the denominator of which shall be the sum of (A) the
number of shares of Class A Common Stock outstanding on the record date and (B)
the number of additional shares of Class A Common Stock offered for subscription
or purchase pursuant to such rights, options or warrants. Such adjustment shall
be made successively whenever any rights, options or warrants are issued, and
shall become effective immediately after the record date for the determination
of stockholders entitled to receive such rights, options or warrants; provided,
however, that if all of the shares of Class A Common Stock offered for
subscription or purchase are not delivered upon the exercise of such rights,
options or warrants, upon the expiration of such rights, options or warrants,
the Conversion Price shall be readjusted to the Conversion Price which would
have been in effect had the numerator and the denominator of the foregoing
fraction and the resulting adjustment been made based upon the number of shares
of Class A Common Stock actually delivered upon the exercise of such rights,
options or warrants rather than upon the



                                       14
<PAGE>   15


number of shares of Class A Common Stock offered for subscription or purchase.
In determining whether any rights, options or warrants entitle the holders to
subscribe for or purchase shares of Class A Common Stock at less than such
current market price, and in determining the aggregate offering price of such
shares of Class A Common Stock, there shall be taken into account any
consideration received by the Corporation for such rights, options or warrants,
with the value of such consideration, if other than cash, determined by the
Board of Directors (whose determination shall be conclusive and shall be
described in a statement filed by the Corporation with the Transfer Agent).

               (iii) In case the Corporation shall, by dividend or otherwise,
distribute to all holders of its outstanding Class A Common Stock any capital
stock (other than Class A Common Stock), evidences of its indebtedness or assets
or rights or warrants to subscribe for or purchase securities of the Corporation
(excluding (A) those referred to in subsections (i) and (ii) of this Section
7.2(a), (B) dividends and distributions paid in cash out of the retained
earnings of the Corporation, and (C) distributions upon mergers or
consolidations to which subsection (b) of this Section 7.2 applies), then, in
each such case, the Conversion Price shall be adjusted to equal the price
determined by multiplying the Conversion Price in effect immediately prior to
the record date of such distribution by a fraction, the numerator of which shall
be the current market price per share (determined pursuant to subsection (iv) of
this Section 7.2(a)) of the Class A Common Stock, less the fair market value on
such record date (determined by the Board or Directors, whose determination
shall be conclusive and shall be described in a statement filed by the
Corporation with the Transfer Agent) of the portion of the capital stock or
assets or the evidences of indebtedness or assets so distributed to the holder
of one share of Class A Common Stock or of such subscription rights or warrants
applicable to one share of Class A Common Stock, and the denominator of which
shall be such current market price per share of Class A Common Stock. Such
adjustment shall become effective immediately after the record date for the
determination of stockholders entitled to receive such distribution.

               (iv) For the purpose of any computation under subsections (ii)
and (iii) of this Section 7.2(a), the current market price per share of Class A
Common Stock on any date shall be the average of the Closing Price of the Class
A Common Stock for the shorter of (A) 10 consecutive Trading Days ending on the
last full Trading Day prior to the Time of Determination or (B) the period
commencing on the date next succeeding the first public announcement of the
issuance of such rights or warrants or such distribution through such last full
Trading Day prior to the Time of Determination. For purposes of the foregoing,
the term "Time of Determination" shall mean the time and date of the earlier of
(A) the record date for determining stockholders entitled to receive the rights,
warrants or distribution referred to in subsections (ii) and (iii) of this
Section 7.2, or (B) the commencement of "ex-dividend" trading on the exchange or
market referred to in the definition of "Closing Price."

               (v) No adjustment in the Conversion Price shall be required to be
made unless such adjustment would require an increase or decrease of at least
one percent of such price,


                                       15
<PAGE>   16


provided, however, that any adjustment which by reason of this subsection (v) is
not required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 7.2 shall be made to
the nearest cent or to the nearest 1/100th of a share, as the case may be.
Anything in this Section 7.2 to the contrary notwithstanding, the Corporation
shall be entitled to make such reduction in the Conversion Price, in addition to
those required by this Section 7.2, as it shall determine in its discretion to
be advisable in order that any stock dividend, subdivision of shares,
distribution of rights to purchase stock or securities, or distribution of
securities convertible into or exchangeable for stock hereafter made by the
Corporation to its stockholders shall not be taxable to the recipients. Except
as set forth in subsections (i), (ii) and (iii) above, the Conversion Price
shall not be adjusted for the issuance of Class A Common Stock, or any
securities convertible into or exchangeable for Class A Common Stock or carrying
the right to purchase any of the foregoing, in exchange for cash, property or
services.

               (vi) The Corporation from time to time may decrease the
Conversion Price by any amount for any period of time if the period is at least
20 days and if the decrease is irrevocable during the period. Whenever the
Conversion Price is so decreased, the Corporation shall mail to holders of
record of shares of Class M Preferred Stock a notice of the decrease at least 15
days before the date the decreased Conversion Price takes effect, and such
notice shall state the decreased Conversion Price and the period it will be in
effect.

          (b)  Notwithstanding any other provision herein to the contrary, in
case of any merger or consolidation to which the Corporation is a party (other
than a merger or consolidation in which the Corporation is the continuing entity
and in which the Class A Common Stock outstanding immediately prior to the
merger or consolidation is not exchanged for cash, or the securities or other
property of another entity), or in the case of any sale or transfer of all or
substantially all of the Corporation's property and assets to another entity,
there will be no adjustment of the Conversion Price, and lawful provision shall
be made by the entity formed by such consolidation or the entity whose
securities, cash or other property will immediately after the merger or
consolidation be owned, by virtue of the merger or consolidation, by the holders
of Class A Common Stock immediately prior to the merger or consolidation, or the
entity which shall have acquired such assets of the Corporation, such that each
share of Class M Preferred Stock then outstanding will, without the consent of
the holder thereof, become convertible into the kind and amount of securities,
cash or other property receivable upon such merger, consolidation, sale or
transfer by a holder of the number of shares of Class A Common Stock into which
such share of Class M Preferred Stock was convertible immediately prior to such
merger, consolidation, sale or transfer (without regard to any Ownership
Restrictions as defined in Article IV of the Charter) assuming such holder of
Class A Common Stock did not exercise his rights of election, if any, as to the
kind or amount of securities, cash or other property receivable upon such
merger, consolidation, sale or transfer. In the case of a cash merger of the
Corporation into another entity or any other cash transaction of the type
mentioned in this Section 7.2(b), each share of Class M Preferred Stock will
thereafter be convertible at the Conversion Price in effect at such time into
the same amount of cash per share into which each share of Class M Preferred
Stock would have been convertible had (without regard to any Ownership
Restrictions as defined in Article IV of the



                                       16
<PAGE>   17


Charter) such share been converted into Class A Common Stock immediately prior
to the effective date of such cash merger or other transaction. The foregoing
provisions of this Section 7.2(b) shall similarly apply to successive mergers,
consolidations, sales or transfers.

               (c)  If (i) the Corporation shall take any action that would
require an adjustment in the Conversion Price pursuant to Section 7.2; (ii) the
Corporation shall authorize the granting to the holders of the Class A Common
Stock generally of rights or warrants to subscribe for or purchase any shares of
stock of any class or series or of any other rights or warrants; (iii) there
shall be any reorganization or reclassification of the Class A Common Stock
(other than an event to which subsection (i) of Section 7.2(a) applies) or any
consolidation or merger to which the Corporation is a party or any sale or
transfer of all or substantially all of the assets of the Corporation, in each
case, for which approval of any stockholders of the Corporation is required; or
(iv) there shall be a voluntary or involuntary liquidation, dissolution or
winding up of the Corporation; then, in each such case, the Corporation shall
cause to be given to the holders of shares of Class M Preferred Stock and the
Transfer Agent as promptly as possible, but in any event at least 15 days prior
to the applicable date hereinafter specified, a notice stating (i) the date on
which a record is to be taken for the purpose of such action or granting of
rights or warrants, or, if a record is not to be taken, the date as of which the
holders of Class A Common Stock of record to be entitled to such dividend,
distribution, rights or warrants are to be determined, or (ii) the date on which
such reorganization, reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution or winding up is expected to become effective or occur,
and the date as of which it is expected that holders of Class A Common Stock of
record shall be entitled to exchange their shares of Class A Common Stock for
securities, cash or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution or winding up. Failure to give such notice or any defect therein
shall not affect the legality or validity of the proceedings described in this
Section 7.2(c).

               (d)  Whenever the Conversion Price is adjusted as herein
provided, (i) the Corporation shall promptly file with the Transfer Agent a
certificate setting forth the Conversion Price after such adjustment and a brief
statement of the facts requiring such adjustment and the manner of computing the
same, which certificate shall be conclusive evidence of the correctness of such
adjustment, and (ii) the Corporation shall mail or cause to be mailed by first
class mail, postage prepaid, as soon as practicable to each holder of record of
shares of Class M Preferred Stock a notice stating that the Conversion Price has
been adjusted and setting forth the adjusted Conversion Price and the effective
date thereof.

               (e)  In any case in which paragraph (a) of this Section 7.2 shall
require that an adjustment be made immediately following a record date or an
effective date, the Corporation may elect to defer (but only until the filing by
the Corporation with the Transfer Agent of the certificate required by
subsection 7.2(d)) (i) issuing to the holder of any share of Class M Preferred
Stock converted after such record date or effective date the shares of Class A
Common Stock issuable upon such conversion in excess of the shares of Class A
Common Stock issuable upon such conversion on the basis of the Conversion Price
prior to adjustment, and (ii) paying to such holder any amount of cash in lieu
of a fractional share.


                                       17
<PAGE>   18

               (f)  In the event that at any time, as a result of an adjustment
made pursuant to subsection (i) of Section 7.2(a), the holder of any share of
Class M Preferred Stock thereafter surrendered for conversion shall become
entitled to receive any shares of the Corporation other than shares of Class A
Common Stock, thereafter the Conversion Price of such other shares so receivable
upon conversion of any share of Class M Preferred Stock shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to Class A Common Stock contained in
this Section 7.2.

               (g)  The Corporation shall at all times reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized
but unissued shares of Class A Common Stock, for the purpose of effecting
conversion of shares of Class M Preferred Stock, the full number of shares of
Class A Common Stock deliverable upon the conversion of all outstanding shares
of Class M Preferred Stock not theretofore converted and on or before (and as a
condition of) taking any action that would cause an adjustment of the Conversion
Price resulting in an increase in the number of shares of Class A Common Stock
deliverable upon conversion in excess of the number thereof previously reserved
and available therefor, the Corporation shall take all such action so required.
For purposes of this paragraph (g), the number of shares of Class A Common Stock
which shall be deliverable upon the conversion of all outstanding shares of
Class M Preferred Stock shall be computed as if at the time of computation all
such outstanding shares of Class M Preferred Stock were held by a single holder
(and without regard to the Ownership Limit).

     Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value (if any) of the shares of Class A
Common Stock deliverable upon conversion of the shares of Class M Preferred
Stock, the Corporation shall take any 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 Class A Common Stock at
such adjusted Conversion Price.

               (h)  The Corporation will pay any and all documentary stamp,
issue or transfer taxes, and any other similar taxes, payable in respect of the
issue or delivery of shares of Class A Common Stock upon conversion of shares of
Class M Preferred Stock pursuant hereto; provided, however, that the Corporation
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issue or delivery of shares of Class A Common Stock in
a name other than that of the holder of the shares of Class M Preferred Stock to
be converted, and no such issue or delivery shall be made unless and until the
Person requesting such issue or delivery has paid to the Corporation the amount
of any such tax or established, to the reasonable satisfaction of the
Corporation, that such tax has been paid.

               (i)  Notwithstanding anything to the contrary contained in this
Section 7, conversion of Class M Preferred Stock pursuant to this Section 7
shall be permitted only to the extent that such conversion would not result in a
violation of the Ownership Restrictions (as defined in Article IV of the
Charter), after taking into account any applicable waivers. This limitation
shall



                                       18
<PAGE>   19

not, however, be taken into account in determining any amounts to which the
holders of any shares of Class M Preferred Stock may be entitled under Sections
3, 4 or 5.

               (j)  If the Corporation shall take any action affecting the Class
A Common Stock, other than an action described in this Section 7, that in the
opinion of the Board of Directors would materially adversely affect the
conversion rights of the holders of Class M Preferred Stock, the Board of
Directors may, but shall have no obligation to, adjust the Conversion Price for
the Class M Preferred Stock to the extent permitted by law in such manner, if
any, and at such time as the Board of Directors, in its sole discretion, may
determine to be equitable under the circumstances.

     8.   RANKING.

     Any class or series of capital stock of the Corporation shall be deemed to
rank:

          (a)  prior or senior to the Class M Preferred Stock, as to the payment
of dividends and as to distribution of assets upon liquidation, dissolution or
winding up, if the holders of such class or series shall be entitled to the
receipt of dividends and of amounts distributable upon liquidation, dissolution
or winding up, as the case may be, in preference or priority to the holders of
Class M Preferred Stock ("Senior Stock");

          (b)  on a parity with the Class M Preferred Stock, as to the payment
of dividends and as to distribution of assets upon liquidation, dissolution or
winding up, whether or not the dividend rates, dividend payment dates or
redemption or liquidation prices per share thereof be different from those of
the Class M Preferred Stock, if (i) such capital stock is Class B Cumulative
Convertible Preferred Stock, Class C Cumulative Preferred Stock, Class D
Cumulative Preferred Stock, Class G Cumulative Preferred Stock, Class H
Cumulative Preferred Stock, Class I Cumulative Preferred Stock, Class J
Cumulative Convertible Preferred Stock, Class K Convertible Cumulative Preferred
Stock or Class L Convertible Cumulative Preferred Stock of the Corporation, or
(ii) the holders of such class of stock or series and the Class M Preferred
Stock shall be entitled to the receipt of dividends and of amounts distributable
upon liquidation, dissolution or winding up in proportion to their respective
amounts of accrued and unpaid dividends per share or liquidation preferences,
without preference or priority of one over the other (the capital stock referred
to in clauses (i) and (ii) of this paragraph being hereinafter referred to,
collectively, as "Parity Stock"); and

          (c)  junior to the Class M Preferred Stock, as to the payment of
dividends and as to the distribution of assets upon liquidation, dissolution or
winding up, if (i) such capital stock or series shall be Common Stock or (ii)
the holders of Class M Preferred Stock shall be entitled to receipt of dividends
or of amounts distributable upon liquidation, dissolution or winding up, as the
case may be, in preference or priority to the holders of shares of such class or
series (the capital stock referred to in clauses (i) and (ii) of this paragraph
being hereinafter referred to, collectively, as "Junior Stock").

                                       19
<PAGE>   20

     9.   Voting.

          (a)  If and whenever six quarterly dividends (whether or not
consecutive) payable on the Class M Preferred Stock shall be in arrears (which
shall, with respect to any such quarterly dividend, mean that any such dividend
has not been paid in full), whether or not earned or declared, the number of
directors then constituting the Board of Directors shall be increased by two (if
not already increased by reason of similar types of provisions with respect to
shares of Parity Stock of any other class or series which is entitled to similar
voting rights (the "Voting Preferred Stock")) and the holders of shares of Class
M Preferred Stock, together with the holders of shares of all other Voting
Preferred Stock then entitled to exercise similar voting rights, voting as a
single class regardless of series, shall be entitled to elect the two additional
directors to serve on the Board of Directors at any annual meeting of
stockholders or special meeting held in place thereof, or at a special meeting
of the holders of the Class M Preferred Stock and the Voting Preferred Stock
called as hereinafter provided. Whenever all arrears in dividends on the Class M
Preferred Stock and the Voting Preferred Stock then outstanding shall have been
paid and dividends thereon for the current quarterly dividend period shall have
been declared and paid, or declared and set apart for payment, then the right of
the holders of the Class M Preferred Stock and the Voting Preferred Stock to
elect such additional two directors shall cease (but subject always to the same
provision for the vesting of such voting rights in the case of any similar
future arrearages), and the terms of office of all persons elected as directors
by the holders of the Class M Preferred Stock and the Voting Preferred Stock
shall forthwith terminate and the number of directors constituting the Board of
Directors shall be reduced accordingly. At any time after such voting power
shall have been so vested in the holders of Class M Preferred Stock and the
Voting Preferred Stock, if applicable, the Secretary of the Corporation may, and
upon the written request of any holder of Class M Preferred Stock (addressed to
the Secretary at the principal office of the Corporation) shall, call a special
meeting of the holders of the Class M Preferred Stock and of the Voting
Preferred Stock for the election of the two directors to be elected by them as
herein provided, such call to be made by notice similar to that provided in the
Bylaws of the Corporation for a special meeting of the stockholders or as
required by law. If any such special meeting required to be called as above
provided shall not be called by the Secretary within 20 days after receipt of
any such request, then any holder of Class M Preferred Stock may call such
meeting, upon the notice above provided, and for that purpose shall have access
to the stock books of the Corporation. The directors elected at any such special
meeting shall hold office until the next annual meeting of the stockholders or
special meeting held in lieu thereof if such office shall not have previously
terminated as above provided. If any vacancy shall occur among the directors
elected by the holders of the Class M Preferred Stock and the Voting Preferred
Stock, a successor shall be elected by the Board of Directors, upon the
nomination of the then-remaining director elected by the holders of the Class M
Preferred Stock and the Voting Preferred Stock or the successor of such
remaining director, to serve until the next annual meeting of the stockholders
or special meeting held in place thereof if such office shall not have
previously terminated as provided above.

          (b)  So long as any shares of Class M Preferred Stock are outstanding,
in addition to any other vote or consent of stockholders required by law or by
the Charter of the Corporation,



                                       20
<PAGE>   21


the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the
holders of the Class M Preferred Stock voting as a single class, given in person
or by proxy, either in writing without a meeting or by vote at any meeting
called for the purpose, shall be necessary for effecting or validating:

               (i)  Any amendment, alteration or repeal of any of the provisions
of, or the addition of any provision to, these Articles Supplementary, the
Charter or the By-Laws of the Corporation that materially adversely affects the
voting powers, rights or preferences of the holders of the Class M Preferred
Stock; provided, however, that the amendment of the provisions of the Charter so
as to authorize or create, or to increase the authorized amount of, or issue any
Junior Stock or any shares of any class of Parity Stock shall not be deemed to
materially adversely affect the voting powers, rights or preferences of the
holders of Class M Preferred Stock; or

               (ii) The authorization, creation of, increase in the authorized
amount of, or issuance of any shares of any class or series of Senior Stock or
any security convertible into shares of any class or series of Senior Stock
(whether or not such class or series of Senior Stock is currently authorized);

provided, however, that no such vote of the holders of Class M Preferred Stock
shall be required if, at or prior to the time when such amendment, alteration or
repeal is to take effect, or when the issuance of any such Senior Stock or
convertible or exchangeable security is to be made, as the case may be,
provision is made for the redemption of all shares of Class M Preferred Stock at
the time outstanding to the extent such redemption is authorized by Section 5 of
this Article.

     For purposes of the foregoing provisions and all other voting rights under
these Articles Supplementary, each share of Class M Preferred Stock shall have
one (1) vote per share, except that when any other class or series of preferred
stock of the Corporation shall have the right to vote with the Class M Preferred
Stock as a single class on any matter, then the Class M Preferred Stock and such
other class or series shall have with respect to such matters one quarter of one
vote per $25 of stated liquidation preference. Except as otherwise required by
applicable law or as set forth herein or in the Charter, the Class M Preferred
Stock shall not have any relative, participating, optional or other special
voting rights and powers other than as set forth herein, and the consent of the
holders thereof shall not be required for the taking of any corporate action.

     10.  RECORD HOLDERS.

     The Corporation and the Transfer Agent may deem and treat the record holder
of any share of Class M Preferred Stock as the true and lawful owner thereof for
all purposes, and neither the Corporation nor the Transfer Agent shall be
affected by any notice to the contrary.

                                       21
<PAGE>   22

     11.1 RESTRICTIONS ON OWNERSHIP AND TRANSFERS.

          (A)  LIMITATION ON BENEFICIAL OWNERSHIP. Except as provided in Section
11.8, from and after the Issue Date, no Person (other than the Initial Holder or
a Look-Through Entity) shall Beneficially Own shares of Class M Preferred Stock
in excess of the Ownership Limit, the Initial Holder shall not Beneficially Own
shares of Class M Preferred Stock in excess of the Initial Holder Limit and no
Look-Through Entity shall Beneficially Own shares of Class M Preferred Stock in
excess of the Look-Through Ownership Limit.

          (B)  TRANSFERS IN EXCESS OF OWNERSHIP LIMIT. Except as provided in
Section 11.8, from and after the Issue Date (and subject to Section 11.12), any
Transfer (whether or not such Transfer is the result of transactions entered
into through the facilities of the NYSE or other securities exchange or an
automated inter-dealer quotation system) that, if effective, would result in any
Person (other than the Initial Holder or a Look-Through Entity) Beneficially
Owning shares of Class M Preferred Stock in excess of the Ownership Limit shall
be void ab initio as to the Transfer of such shares of Class M Preferred Stock
that would be otherwise Beneficially Owned by such Person in excess of the
Ownership Limit, and the intended transferee shall acquire no rights in such
shares of Class M Preferred Stock.

          (C)  TRANSFERS IN EXCESS OF INITIAL HOLDER LIMIT. Except as provided
in Section 11.8, from and after the Issue Date (and subject to Section 11.12),
any Transfer (whether or not such Transfer is the result of transactions entered
into through the facilities of the NYSE or other securities exchange or an
automated inter-dealer quotation system) that, if effective, would result in the
Initial Holder Beneficially Owning shares of Class M Preferred Stock in excess
of the Initial Holder Limit shall be void ab initio as to the Transfer of such
shares of Class M Preferred Stock that would be otherwise Beneficially Owned by
the Initial Holder in excess of the Initial Holder limit, and the Initial Holder
shall acquire no rights in such shares of Class M Preferred Stock.

          (D)  TRANSFERS IN EXCESS OF LOOK-THROUGH OWNERSHIP LIMIT. Except as
provided in Section 11.8 from and after the Issue Date (and subject to Section
11.12), any Transfer (whether or not such Transfer is the result of transactions
entered into through the facilities of the NYSE or other securities exchange or
an automated inter-dealer quotation system) that, if effective, would result in
any Look-Through Entity Beneficially Owning shares of Class M Preferred Stock in
excess of the Look-Through Ownership limit shall be void ab initio as to the
Transfer of such shares of Class M Preferred Stock that would be otherwise
Beneficially Owned by such Look-Through Entity in excess of the Look-Through
Ownership Limit and such Look-Through Entity shall acquire no rights in such
shares of Class M Preferred Stock.

          (E)  TRANSFERS RESULTING IN "CLOSELY HELD" STATUS. From and after the
Issue Date, any Transfer that, if effective would result in the Corporation
being "closely held" within the meaning of Section 856(h) of the Code, or would
otherwise result in the Corporation failing to qualify as a REIT (including,
without limitation, a Transfer or other event that would result in the
Corporation owning (directly or constructively) an interest in a tenant that is
described in Section 856(d)(2)(B) of the Code if the income derived by the
Corporation from such tenant would cause the Corporation to fail to satisfy any
of the gross income requirements of Section 856(c) of the Code)


                                       22
<PAGE>   23


shall be void ab initio as to the Transfer of shares of Class M Preferred Stock
that would cause the Corporation (i) to be "closely held" within the meaning of
Section 856(h) of the Code or (ii) otherwise fail to qualify as a REIT, as the
case may be, and the intended transferee shall acquire no rights in such shares
of Class M Preferred Stock.

          (F)  SEVERABILITY ON VOID TRANSACTIONS. A Transfer of a share of Class
M Preferred Stock that is null and void under Sections 11.1(B), (C), (D), or (E)
of this Article because it would, if effective, result in (i) the ownership of
Class M Preferred Stock in excess of the Initial Holder Limit, the Ownership
Limit, or the Look-Through Ownership Limit, (ii) the Corporation being "closely
held" within the meaning of Section 856(h) of the Code or (iii) the Corporation
otherwise failing to qualify as a REIT, shall not adversely affect the validity
of the Transfer of any other share of Class M Preferred Stock in the same or any
other related transaction.

     11.2 REMEDIES FOR BREACH. If the Board of Directors or a committee thereof
shall at any time determine in good faith that a Transfer or other event has
taken place in violation of Section 11.1 of this Article or that a Person
intends to acquire or has attempted to acquire Beneficial Ownership of any
shares of Class M Preferred Stock in violation of Section 11.1 of this Article
(whether or not such violation is intended), the Board of Directors or a
committee thereof shall be empowered to take any action as it deems advisable to
refuse to give effect to or to prevent such Transfer or other event, including,
but not limited to, refusing to give effect to such Transfer or other event on
the books of the Corporation, causing the Corporation to redeem such shares at
the then current Market Price and upon such terms and conditions as may be
specified by the Board of Directors in its sole discretion (including, but not
limited to, by means of the issuance of long-term indebtedness for the purpose
of such redemption), demanding the repayment of any distributions received in
respect of shares of Class M Preferred Stock acquired in violation of Section
11.1 of this Article or instituting proceedings to enjoin such Transfer or to
rescind such Transfer or attempted Transfer; provided, however, that any
Transfers or attempted Transfers (or, in the case of events other than a
Transfer, Beneficial Ownership) in violation of Section 11.1 of this Article,
regardless of any action (or non-action) by the Board of Directors or such
committee, (a) shall be void ab initio or (b) shall automatically result in the
transfer described in Section 11.3 of this Article; provided, further, that the
provisions of this Section 11.2 shall be subject to the provisions of Section
11.12 of this Article; provided, further, that neither the Board of Directors
nor any committee thereof may exercise such authority in a manner that
interferes with any ownership or transfer of Class M Preferred Stock that is
expressly authorized pursuant to Section 11.8(C) of this Article.

     11.3. TRANSFER IN TRUST.

          (A)  ESTABLISHMENT OF TRUST. If, notwithstanding the other provisions
contained in this Article, at any time after the Issue Date there is a purported
Transfer (an "Excess Transfer") (whether or not such Transfer is the result of
transactions entered into through the facilities of the NYSE or other securities
exchange or an automated inter-dealer quotation system) or other change in the
capital structure of the Corporation (including, but not limited to, any
redemption of Equity Stock) or other event (including, but not limited to, any
acquisition of any share of Equity Stock)


                                       23
<PAGE>   24

such that (a) any Person (other than the Initial Holder or a Look-Through
Entity) would Beneficially Own shares of Class M Preferred Stock in excess of
the Ownership Limit, or (b) the Initial Holder would Beneficially Own shares of
Class M Preferred Stock in excess of the Initial Holder Limit, or (c) any Person
that is a Look-Through Entity would Beneficially Own shares of Class M Preferred
Stock in excess of the Look-Through Ownership Limit (in any such event, the
Person, Initial Holder or Look-Through Entity that would Beneficially Own shares
of Class M Preferred Stock in excess of the Ownership Limit, the Initial Holder
Limit or the Look-Through Entity Limit, respectively, is referred to as a
"Prohibited Transferee"), then, except as otherwise provided in Section 11.8 of
this Article, such shares of Class M Preferred Stock in excess of the Ownership
Limit, the Initial Holder Limit or the Look-Through Ownership Limit, as the case
may be, (rounded up to the nearest whole share) shall be automatically
transferred to a Trustee in his capacity as trustee of a Trust for the exclusive
benefit of one or more Charitable Beneficiaries. Such transfer to the Trustee
shall be deemed to be effective as of the close of business on the Business Day
prior to the Excess Transfer, change in capital structure or another event
giving rise to a potential violation of the Ownership Limit, the Initial Holder
Limit or the Look-Through Entity Ownership Limit.

          (B)  APPOINTMENT OF TRUSTEE. The Trustee shall be appointed by the
Corporation and shall be a Person unaffiliated with either the Corporation or
any Prohibited Transferee. The Trustee may be an individual or a bank or trust
company duly licensed to conduct a trust business.

          (C)  STATUS OF SHARES HELD BY THE TRUSTEE. Shares of Class M Preferred
Stock held by the Trustee shall be issued and outstanding shares of capital
stock of the Corporation. Except to the extent provided in Section 11.3(E), the
Prohibited Transferee shall have no rights in the Class M Preferred Stock held
by the Trustee, and the Prohibited Transferee shall not benefit economically
from ownership of any shares held in trust by the Trustee, shall have no rights
to dividends and shall not possess any rights to vote or other rights
attributable to the shares held in the Trust.

          (D)  DIVIDEND AND VOTING RIGHTS. The Trustee shall have all voting
rights and rights to dividends with respect to shares of Class M Preferred Stock
held in the Trust, which rights shall be exercised for the benefit of the
Charitable Beneficiary. Any dividend or distribution paid prior to the discovery
by the Corporation that the shares of Class M Preferred Stock have been
transferred to the Trustee shall be repaid to the Corporation upon demand, and
any dividend or distribution declared but unpaid shall be rescinded as void ab
initio with respect to such shares of Class M Preferred Stock. Any dividends or
distributions so disgorged or rescinded shall be paid over to the Trustee and
held in trust for the Charitable Beneficiary. Any vote cast by a Prohibited
Transferee prior to the discovery by the Corporation that the shares of Class M
Preferred Stock have been transferred to the Trustee will be rescinded as void
ab initio and shall be recast in accordance with the desires of the Trustee
acting for the benefit of the Charitable Beneficiary. The owner of the shares at
the time of the Excess Transfer, change in capital structure or other event
giving rise to a potential violation of the Ownership Limit, Initial Holder
Limit or Look-Through Entity Ownership Limit shall be deemed to have given an
irrevocable proxy to the Trustee to vote the shares of Class M Preferred Stock
for the benefit of the Charitable Beneficiary.



                                       24
<PAGE>   25

          (E)  RESTRICTIONS ON TRANSFER. The Trustee of the Trust may sell the
shares held in the Trust to a Person, designated by the Trustee, whose ownership
of the shares will not violate the Ownership Restrictions. If such a sale is
made, the interest of the Charitable Beneficiary shall terminate and proceeds of
the sale shall be payable to the Prohibited Transferee and to the Charitable
Beneficiary as provided in this Section 11.3(E). The Prohibited Transferee shall
receive the lesser of (1) the price paid by the Prohibited Transferee for the
shares or, if the Prohibited Transferee did not give value for the shares
(through a gift, devise or other transaction), the Market Price of the shares on
the day of the event causing the shares to be held in the Trust and (2) the
price per share received by the Trustee from the sale or other disposition of
the shares held in the Trust. Any proceeds in excess of the amount payable to
the Prohibited Transferee shall be payable to the Charitable Beneficiary. If any
of the transfer restrictions set forth in this Section 11.3(E) or any
application thereof is determined in a final judgment to be void, invalid or
unenforceable by any court having jurisdiction over the issue, the Prohibited
Transferee may be deemed, at the option of the Corporation, to have acted as the
agent of the Corporation in acquiring the Class M Preferred Stock as to which
such restrictions would, by their terms, apply, and to hold such Class M
Preferred Stock on behalf of the Corporation.

          (F)  PURCHASE RIGHT IN STOCK TRANSFERRED TO THE TRUSTEE. Shares of
Class M Preferred Stock transferred to the Trustee shall be deemed to have been
offered for sale to the Corporation, or its designee, at a price per share equal
to the lesser of (i) the price per share in the transaction that resulted in
such transfer to the Trust (or, in the case of a devise or gift, the Market
Price at the time of such devise or gift) and (ii) the Market Price on the date
the Corporation, or its designee, accepts such offer. The Corporation shall have
the right to accept such offer for a period of 90 days after the later of (i)
the date of the Excess Transfer or other event resulting in a transfer to the
Trust and (ii) the date that the Board of Directors determines in good faith
that an Excess Transfer or other event occurred.

          (G)  DESIGNATION OF CHARITABLE BENEFICIARIES. By written notice to the
Trustee, the Corporation shall designate one or more nonprofit organizations to
be the Charitable Beneficiary of the interest in the Trust relating to such
Prohibited Transferee if (i) the shares of Class M Preferred Stock held in the
Trust would not violate the Ownership Restrictions in the hands of such
Charitable Beneficiary and (ii) each Charitable Beneficiary is an organization
described in Sections 170(b)(1)(A), 170(c)(2) and 501(c)(3) of the Code.

     11.4 NOTICE OF RESTRICTED TRANSFER. Any Person that acquires or attempts to
acquire shares of Class M Preferred Stock in violation of Section 11.1 of this
Article, or any Person that is a Prohibited Transferee such that stock is
transferred to the Trustee under Section 11.3 of this Article, shall immediately
give written notice to the Corporation of such event and shall provide to the
Corporation such other information as the Corporation may request in order to
determine the effect, if any, of such Transfer or attempted Transfer or other
event on the Corporation's status as a REIT. Failure to give such notice shall
not limit the rights and remedies of the Board of Directors provided herein in
any way.



                                       25
<PAGE>   26

     11.5 OWNERS REQUIRED TO PROVIDE INFORMATION. From and after the Issue Date
certain record and Beneficial Owners and transferees of shares of Class M
Preferred Stock will be required to provide certain information as set out
below.

          (A)  ANNUAL DISCLOSURE. Every record and Beneficial Owner of shares of
Class M Preferred Stock convertible into more than 5% (or such other percentage
between 0.5% and 5%, as provided in the applicable regulations adopted under the
Code) of the number of Outstanding shares of Equity Stock shall upon written
request by the Corporation, such request to be made within 30 days after January
1 of each year, give written notice to the Corporation stating the name and
address of such record or Beneficial Owner, the number of shares of Class M
Preferred Stock Beneficially Owned, and a full description of how such shares
are held. Each such record or Beneficial Owner of Class M Preferred Stock shall,
upon demand by the Corporation, disclose to the Corporation in writing such
additional information with respect to the Beneficial Ownership of the Class M
Preferred Stock as the Board of Directors, in its sole discretion, deems
appropriate or necessary to (i) comply with the provisions of the Code regarding
the qualification of the Corporation as a REIT under the Code and (ii) ensure
compliance with the Ownership Limit, the Initial Holder Limit or the
Look-Through Ownership Limit, as applicable. Each stockholder of record,
including without limitation any Person that holds shares of Class M Preferred
Stock on behalf of a Beneficial Owner, shall take all reasonable steps to obtain
the written notice described in this Section 11.5 from the Beneficial Owner.

          (B)  DISCLOSURE AT THE REQUEST OF THE CORPORATION. Any Person that is
a Beneficial Owner of shares of Class M Preferred Stock and any Person
(including the stockholder of record) that is holding shares of Class M
Preferred Stock for a Beneficial Owner, and any proposed transferee of shares,
shall provide such information as the Corporation, in its sole discretion, may
request in order to determine the Corporation's status as a REIT, to comply with
the requirements of any taxing authority or other governmental agency, to
determine any such compliance or to ensure compliance with the Ownership Limit,
the Initial Holder Limit and the Look-Through Ownership Limit, and shall provide
a statement or affidavit to the Corporation setting forth the number of shares
of Class M Preferred Stock already Beneficially Owned by such stockholder or
proposed transferee and any related persons specified, which statement or
affidavit shall be in the form prescribed by the Corporation for that purpose.

     11.6 REMEDIES NOT LIMITED. Nothing contained in this Article shall limit
the authority of the Board of Directors to take such other action as it deems
necessary or advisable (subject to the provisions of Section 11.12 of this
Article) (i) to protect the Corporation and the interests of its stockholders in
the preservation of the Corporation's status as a REIT and (ii) to insure
compliance with the Ownership Limit, the Initial Holder Limit and the
Look-Through Ownership Limit.

     11.7 AMBIGUITY. In the case of an ambiguity in the application of any of
the provisions of Section 11 of this Article, or in the case of an ambiguity in
any definition contained in Section 11 of this Article, the Board of Directors
shall have the power to determine the application of the provisions of this
Article with respect to any situation based on its reasonable belief,
understanding or knowledge of the circumstances.



                                       26
<PAGE>   27

     11.8 EXCEPTIONS. The following exceptions shall apply or may be established
with respect to the limitations of Section 11.1 of this Article.

          (A)  WAIVER OF OWNERSHIP LIMIT. The Board of Directors, upon receipt
of a ruling from the Internal Revenue Service or an opinion of tax counsel or
other evidence or undertaking acceptable to it, may waive the application, in
whole or in part, of the Ownership Limit to a Person subject to the Ownership
Limit, if such person is not an individual for purposes of Section 542(a) of the
Code (as modified to exclude qualified trusts from treatment as individuals
pursuant to Section 856(h)(3) of the Code) and is a corporation, partnership,
limited liability company, estate or trust. In connection with any such
exemption, the Board of Directors may require such representations and
undertakings from such Person and may impose such other conditions as the Board
of Directors deems necessary, in its sole discretion, to determine the effect,
if any, of the proposed Transfer on the Corporation's status as a REIT.

          (B)  PLEDGE BY INITIAL HOLDER. Notwithstanding any other provision of
this Article, the pledge by the Initial Holder of all or any portion of the
Class M Preferred Stock directly owned at any time or from time to time shall
not constitute a violation of Section 11.1 of this Article and the pledgee shall
not be subject to the Ownership Limit with respect to the Class M Preferred
Stock so pledged to it either as a result of the pledge or upon foreclosure.

          (C)  UNDERWRITERS. For a period of 270 days (or such longer period of
time as any underwriter described below shall hold an unsold allotment of Class
M Preferred Stock) following the purchase of Class M Preferred Stock by an
underwriter that (i) is a corporation, partnership or other legal entity and
(ii) participates in an offering of the Class M Preferred Stock, such
underwriter shall not be subject to the Ownership Limit with respect to the
Class M Preferred Stock purchased by it as a part of or in connection with such
offering and with respect to any Class M Preferred Stock purchased in connection
with market making activities.

     11.9 LEGEND. Each certificate for Class M Preferred Stock shall bear
substantially the following legend:

     "The shares of Class M Convertible Cumulative Preferred Stock represented
     by this certificate are subject to restrictions on transfer. No person may
     Beneficially Own shares of Class M Convertible Cumulative Preferred Stock
     in excess of the Ownership Restrictions, as applicable, with certain
     further restrictions and exceptions set forth in the Charter (including the
     Articles Supplementary setting forth the terms of the Class M Convertible
     Cumulative Preferred Stock). Any Person that attempts to Beneficially Own
     shares of Class M Convertible Cumulative Preferred Stock in excess of the
     applicable limitation must immediately notify the Corporation. All
     capitalized terms in this legend have the meanings ascribed to such terms
     in the



                                       27
<PAGE>   28

     Charter (including the Articles Supplementary setting forth the terms of
     the Class M Convertible Cumulative Preferred Stock), as the same may be
     amended from time to time, a copy of which, including the restrictions on
     transfer, will be sent without charge to each stockholder that so requests.
     If the restrictions on transfer are violated (i) the transfer of the shares
     of Class M Convertible Cumulative Preferred Stock represented hereby will
     be void in accordance with the Charter (including the Articles
     Supplementary setting forth the terms of the Class M Convertible Cumulative
     Preferred Stock) or (ii) the shares of Class M Convertible Cumulative
     Preferred Stock represented hereby will automatically be transferred to a
     Trustee of a Trust for the benefit of one or more Charitable
     Beneficiaries."

     11.10 SEVERABILITY. If any provision of this Article or any application of
any such provision is determined in a final and unappealable judgment to be
void, invalid or unenforceable by any Federal or state court having jurisdiction
over the issues, the validity and enforceability of the remaining provisions
shall not be affected and other applications of such provision shall be affected
only to the extent necessary to comply with the determination of such court.

     11.11 BOARD OF DIRECTORS DISCRETION. Anything in this Article to the
contrary notwithstanding, the Board of Directors shall be entitled to take or
omit to take such actions as it in its discretion shall determine to be
advisable in order that the Corporation maintain its status as and continue to
qualify as a REIT, including, but not limited to, reducing the Ownership Limit,
the Initial Holder Limit and the Look-Through Ownership Limit in the event of a
change in law.

     11.12 SETTLEMENT. Nothing in this Section 11 of this Article shall be
interpreted to preclude the settlement of any transaction entered into through
the facilities of the NYSE or other securities exchange or an automated
inter-dealer quotation system.

     FOURTH: The terms of the Class M Cumulative Preferred Stock set forth in
Article Third hereof shall become Article XXIV of the Charter.



                                       28
<PAGE>   29
     IN WITNESS WHEREOF, the Corporation has caused these presents to be signed
in its name and on its behalf by its Executive Vice President, General Counsel
and Secretary and witnessed by its Assistant Secretary on January 12, 2000.

WITNESS:                         APARTMENT INVESTMENT AND
                                 MANAGEMENT COMPANY


 /s/ Barb Foster                 /s/ Joel Bonder
------------------------         ----------------------------------------------
Barb Foster                      Joel Bonder
Assistant Secretary              Executive Vice President, General Counsel and
                                 Secretary


         THE UNDERSIGNED, Executive Vice President, General Counsel and
Secretary of APARTMENT INVESTMENT AND MANAGEMENT COMPANY, who executed on behalf
of the Corporation the Articles Supplementary of which this Certificate is made
a part, hereby acknowledges in the name and on behalf of said Corporation the
foregoing Articles Supplementary to be the corporate act of said Corporation and
hereby certifies that the matters and facts set forth herein with respect to the
authorization and approval thereof are true in all material respects under the
penalties of perjury.


                                   /s/ Joel Bonder
                                   ---------------------------------------------
                                   Joel Bonder
                                   Executive Vice President, General Counsel and
                                   Secretary