<PAGE>   1

                                                                     EXHIBIT 3.1

                           BRADLEY REAL ESTATE, INC.


                      ARTICLES OF AMENDMENT AND RESTATEMENT


THIS IS TO CERTIFY THAT:

     FIRST: Bradley Real Estate, Inc., incorporated on May 11, 1994 under the
Maryland General Corporation Law, (the "Corporation") hereby certifies that it
desires to amend and restate its Charter as currently in effect to read as set
forth in these Articles of Amendment and Restatement.

     SECOND: No change in the amount or classification of the authorized capital
stock which the Corporation has authority to issue is effected by this
amendment.

     THIRD: These Articles of Amendment and Restatement have been approved and
advised by a majority of the entire Board of Directors of the Corporation and
approved by the written consent of the sole stockholder of the Corporation,
which consent is filed with the records of stockholders meetings.

     FOURTH: The following provisions are all of the provisions of the Charter
of the Corporation as so amended and restated with such approval of the Board of
Directors and of the sole stockholder:


                                    ARTICLE I

                    INCORPORATION, AMENDMENT AND RESTATEMENT

     Robert G. Schwartz, Jr., whose post office address is Exchange Place,
Boston, Massachusetts 02109-2881, being at least eighteen (18) years of age,
formed the Corporation under the Maryland General Corporation Law, and the
Charter of the Corporation is hereby amended and restated in the entirety.


                                   ARTICLE II

                                      NAME

     The name of the Corporation is Bradley Real Estate, Inc.




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                                   ARTICLE III

                                     PURPOSE

     3.1  Purpose and Powers. The purpose for which the Corporation is formed
and the business or objects to be carried on and promoted by it, within the
State of Maryland or elsewhere, is to acquire and succeed to and to continue the
business of Bradley Real Estate Trust, a common law business trust organized
under the laws of the Commonwealth of Massachusetts that has operated so as to
qualify as a real estate investment trust ("REIT") (as that phrase is defined
under Section 856 of the Internal Revenue Code of 1986, as amended (the
"Code")), and to engage in any lawful act or activity for which corporations may
be formed under the Maryland General Corporation Law, as amended from time to
time. The foregoing purposes shall be in no way limited or restricted by
reference to, or inference from, the terms of any other clause of this Charter,
and each shall be regarded as independent. The foregoing purposes are also to be
construed as powers of the Corporation, and shall be in addition to and not in
limitation of the general powers of corporations under the laws of the State of
Maryland.

     3.2  Real Estate Investment Trust. Without limiting the generality of the
foregoing purpose, at such time or times as the Board of Directors of the
Corporation determines that it is in the interest of the Corporation and its
stockholders that the Corporation engage in the business of, and conduct its
business and affairs so as to qualify as a REIT, the purpose of the Corporation
shall include engaging in the business of a REIT. This reference to such purpose
shall not make unlawful or unauthorized any otherwise lawful act or activity
that the Corporation may take that is inconsistent with such purpose.


                                   ARTICLE IV

                            PRINCIPAL OFFICE ADDRESS

     The post office address of the principal office of the Corporation in
Maryland is c/o The Corporation Trust Incorporated, 32 South Street, Baltimore,
Maryland 21202.


                                    ARTICLE V

                               THE RESIDENT AGENT



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     The Resident Agent of the Corporation is The Corporation Trust
Incorporated, whose address is 32 South Street, Baltimore, Maryland 21202. Said
Resident Agent is a Maryland corporation.


                                   ARTICLE VI

                               BOARD OF DIRECTORS

     6.1  Initial Board; Term. The Corporation shall have a Board of Directors
initially consisting of six (6) Directors, which number may be increased or
decreased in accordance with the Bylaws of the Corporation, but shall never be
less than the number required by the Maryland General Corporation Law, as
amended from time to time. The Board of Directors shall be divided into three
classes, the number of Directors of each class being as nearly equal as
practical, with the term of office of one class expiring each year. The names of
the initial Directors, who shall act as such for the terms set forth below and
until their successors are duly elected and qualified are:

                              William L. Brown
                              Don L. Foote
                              Stephen G. Kasnet
                              Paul G. Kirk, Jr.
                              E. Lawrence Miller
                              W. Nicholas Thorndike

The respective terms of the Initial Directors shall continue until the annual
meeting of Stockholders held in 1995 in the case of Paul G. Kirk, Jr. and W.
Nicholas Thorndike; in 1996 in the case of William L. Brown and E. Lawrence
Miller; and in 1997 in the case of Don L. Foote and Stephen G. Kasnet.

     Whenever the holders of any one or more series of Preferred Stock of the
Corporation shall have the right, voting separately as a class, to elect one or
more directors of the Corporation, the Board of Directors shall consist of said
directors so elected in addition to the number of directors fixed as provided in
this Section 6.1. Notwithstanding the foregoing, and except as otherwise may be
required by law, whenever the holders of any one or more series of Preferred
Stock shall have the right, voting separately as a class, to elect one or more
directors of the Corporation, the terms of the director or directors elected by
such holders shall expire at the next succeeding annual meeting of Stockholders.

     6.2  Election. Beginning with the annual meeting of Stockholders in 1995
and at each succeeding annual meeting of Stockholders, the Directors of the
class of Directors whose term expires at such meeting will be elected to hold
office for a




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term expiring at the third succeeding annual meeting by a vote of a plurality of
the Stockholders entitled to vote thereon. Each Director will hold office for
the term for which he is elected and until his successor is duly elected and
qualified. Subject to the rights of the holders of any class of Preferred Stock
then outstanding, newly created directorships resulting from any increase in the
authorized number of directors shall be filled by a vote of the Stockholders or
a vote of a majority of the entire Board of Directors and any vacancies on the
Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office, or other cause shall be filled by a vote
of the Stockholders or by a majority of the remaining Directors then in office.

     6.3  Resignation, Removal or Death. Any Director may resign from the Board
of Directors or any committee thereof at any time by written notice to the Board
of Directors, effective upon execution and delivery to the Corporation of such
notice or upon any future date specified in the notice. A Director may be
removed from office, but only for cause and only at a meeting of the
Stockholders called for that purpose, by the affirmative vote of the holders of
at least a majority of the Stock then outstanding and entitled to vote in the
election of Directors; provided, however, that in the case of any Directors
elected solely by holders of a series of Preferred Stock, such Directors may be
removed only by the affirmative vote of at least a majority of the Stock of that
series then outstanding and entitled to vote in the election of Directors,
voting together as a single class.

     6.4  Powers. Subject to the express limitations herein or in the Bylaws,
the business and affairs of the Corporation shall be managed under the direction
of the Board of Directors. The Charter, as amended or supplemented from time to
time, shall be construed with a presumption in favor of the grant of power and
authority to the Directors.


                                   ARTICLE VII

                                      STOCK

     7.1  Authorized Capital Stock. The total number of shares of stock which
the Corporation has authority to issue (the "Stock") is one hundred fifty
million (150,000,000) shares, initially consisting of (i) twenty million
(20,000,000) shares of preferred stock, par value $.01 per share ("Preferred
Stock"); (ii) eighty million (80,000,000) shares of common stock, par value $.01
per share ("Common Stock"); and (iii) fifty million (50,000,000) shares of
excess stock, par value $.01 per share ("Excess Stock"). The aggregate par value
of all the shares of all classes of stock is $1,500,000.



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     7.2  Preferred Stock. Preferred Stock may be issued, from time to time, in
one or more series as authorized, designated and classified or reclassified by
the Board of Directors consistent with the provisions of Section 7.5.

     7.3  Common Stock.

          7.3.1 Dividend Rights. Subject to the preferential dividend rights of
     Preferred Stock, if any, as may be determined by the Board of Directors,
     the holders of shares of Common Stock shall be entitled to receive such
     dividends as may be authorized and declared by the Board of Directors out
     of funds legally available therefor.

          7.3.2 Rights Upon Liquidation. In the event of any voluntary or
     involuntary liquidation, dissolution or winding up of, or any distribution
     of the assets of, the Corporation, each holder of shares of Common Stock
     shall be entitled to receive, ratably with each other holder of shares of
     Common Stock or Excess Stock resulting from the exchange of Common Stock
     ("Excess Common Stock"), that portion of the assets of the Corporation
     available for distribution to the holders of its Common Stock and Excess
     Common Stock as the number of shares of Common Stock held by such holder
     bears to the total number of shares of Common Stock and Excess Common Stock
     then outstanding.

          7.3.3 Voting Rights. The holders of shares of Common Stock shall be
     entitled to vote on all matters submitted to the holders of Common Stock
     for a vote, at all meetings of the Stockholders, and each holder of shares
     of Common Stock shall be entitled to one vote for each share of Common
     Stock held by such Stockholder.

          7.3.4 Exchange. Shares of Common Stock shall automatically and without
     further action be exchanged for shares of Excess Stock, and shares of
     Excess Stock shall be exchanged for shares of Common Stock, at the times
     and in the manner provided in Section 9.5. Such exchanges shall not require
     the tender, cancellation or issuance of any certificate representing such
     shares of Excess Stock or Common Stock.

     7.4  Excess Stock. The voting, distribution, redemption and certain other
rights, qualifications and limitations of shares of Excess Stock are set forth
in Section 9.5.

     7.5  Classification of Stock. The Board of Directors may by resolution
classify or reclassify any unissued shares of Stock from time to time by: (a)
designating a class or series of Stock to distinguish it from all other classes
or


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series of Stock; (b) specifying the number of shares to be included in the class
or series; (c) subject to the provisions of Article IX regarding Excess Stock,
setting or changing the terms, preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends or other distributions,
qualifications, and/or terms and conditions of redemption of those shares of
Stock, including, but not limited to, the reclassification of unissued shares of
Common Stock to shares of Preferred Stock or unissued shares of Preferred Stock
to shares of Common Stock or the issuance of any rights plan or similar plan;
and (d) causing the Corporation to file articles supplementary with the State
Department of Assessments and Taxation of Maryland.

     7.6  Issuance of Stock. The Board of Directors may authorize the issuance
from time to time of shares of Stock of any class or series, whether now or
hereafter authorized, or securities or rights convertible into shares of Stock,
for such consideration as the Board of Directors may deem advisable (or without
consideration in the case of a stock split or dividend), subject to such
restrictions or limitations, if any, as may be set forth in the Bylaws of the
Corporation.

     7.7  Dividends or Distributions. The Board of Directors may from time to
time declare and pay to Stockholders such dividends or distributions in cash,
property or other assets of the Corporation or in securities of the Corporation
or from any other source as the Board of Directors in its discretion shall
determine.


                                  ARTICLE VIII

                         LIMITATION ON PREEMPTIVE RIGHTS

     No holder of any shares of Stock or any other securities of the
Corporation, whether now or hereafter authorized, shall have any preferential or
preemptive rights to subscribe for or purchase any Stock or any other securities
of the Corporation other than such rights, if any, as the Board of Directors, in
its sole discretion, may fix; and any shares of Stock or other securities which
the Board of Directors may determine to offer for subscription may, within the
Board of Directors' sole discretion, be offered to the holders of any class,
series or type of Stock or other securities at the time outstanding to the
exclusion of holders of any or all other classes, series or types of Stock or
other securities at the time outstanding.


                                   ARTICLE IX

                      LIMITATIONS ON TRANSFER AND OWNERSHIP



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          9.1  Limitations on Transfer. Stock (other than Excess Stock) shall be
     freely transferable by the record owner thereof, subject to the provisions
     of Sections 9.2 and 9.5 and provided that any purported acquisition or
     transfer of Stock that would result in the disqualification of the
     Corporation as a REIT shall be void ab initio, except to the extent
     necessary to give effect to Section 9.10. Any purported transfer of Stock
     that, if effective, would result in a violation of Section 9.2 (unless
     exempt from the application of Section 9.2 pursuant to Section 9.6) shall,
     in lieu of being effective so as to permit the transfer of that number of
     shares of Stock that would otherwise be beneficially owned by a Stockholder
     in violation of the Ownership Limit set forth in Section 9.2, automatically
     cause an exchange of such number of shares of Stock into shares of Excess
     Stock as provided in Section 9.5, and the intended transferee (the
     "Prohibited Transferee") of such shares shall acquire no rights therein and
     the transfer of such shares will not be reflected on the Corporation's
     stock record books. For purposes of this Article IX, a "transfer" of shares
     of Stock shall mean any sale, transfer, gift, hypothecation, pledge,
     assignment, devise, or other disposition, whether voluntary or involuntary,
     whether of record, constructively or beneficially and whether by operation
     of law or otherwise.

     9.2  Limitations on Ownership. Except as provided by Section 9.6 and except
as described below, no person shall at any time directly or indirectly acquire
or hold beneficial ownership of shares of any class or series of Stock with an
aggregate value in excess of 9.8% of the aggregate value of all outstanding
Stock of the Corporation (the "Ownership Limit"). Notwithstanding the foregoing,
the Board of Directors may, in its sole discretion and on such terms and
conditions as it may exclusively establish, waive the Ownership Limit with
respect to any transfer if it is satisfied after receiving advice of tax
counsel, that ownership in excess of this limit will not jeopardize the
Corporation's status as a REIT and it otherwise decides that such action is in
the best interests of the Corporation.

     Each person who acquires or attempts to acquire or becomes or attempts to
become the beneficial owner of shares of any class or series of Stock which
themselves, or when considered with other shares of Stock of any class or series
of which such person is beneficial owner, have or may have an aggregate value in
excess of the Ownership Limit shall give written notice to the Corporation in
advance of such event if such person knows or has reason to believe that such
event would or might result in the Ownership Limit being exceeded, or, if such
person has not previously given such notice, immediately following such person's
becoming aware of an event whose result is that the Ownership Limit has or may
have been exceeded.

     For purposes of this Article IX, (a) the value of any share of Stock shall
be determined in the manner established by the Board of Directors, and (b) a
person (which includes natural persons, corporations, trusts, partnerships, and
other entities) shall be deemed to be the


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beneficial owner of the Stock that such person (i) actually owns, (ii)
constructively owns after applying the rules of Section 544 of the Code as
modified in the case of a REIT by Section 856(h) of the Code, and (iii) has the
right to acquire upon exercise of outstanding rights, options and warrants, and
upon conversion of any securities convertible into Stock, if any.

     9.3  Stockholder Information. Each stockholder shall, upon demand of the
Corporation, disclose to the Corporation in writing such information with
respect to such stockholder's direct and indirect beneficial ownership of the
Stock as the Board of Directors in its discretion deems necessary or appropriate
in order that the Corporation may fully comply with all provisions of the Code
relating to REITs and all regulations, rulings and cases promulgated or decided
thereunder (the "REIT Provisions") and to comply with the requirement of any
taxing authority or governmental agency.

     9.4  Transferee Information. Whenever the Board of Directors deems it
reasonably necessary to protect the tax status of the Corporation as a REIT
under the REIT Provisions, the Board of Directors may require a statement or
affidavit from each stockholder or proposed transferee of Stock setting forth
the number of shares of Stock of each class and series already beneficially
owned by such proposed transferee and any related person specified by the Board
of Directors. If, in the opinion of the Board of Directors, any proposed
transfer may jeopardize the qualification of the Corporation as a REIT, the
Board of Directors shall have the right, but not the duty, to refuse to permit
the transfer of such Stock to the proposed transferee. All contracts for the
sale or other transfer of Stock shall be subject to this Section 9.4.

     9.5  Excess Stock

          9.5.1 Exchange for Excess Stock. If, notwithstanding the other
     provisions contained in this Article IX, at any time there is a purported
     transfer of Stock or a change in the capital structure of the Corporation
     (including any redemption of Excess Stock pursuant to Subsection 9.5.7) as
     a result of which any person would beneficially own Stock in excess of the
     Ownership Limit (such purported transfer or change in the capital structure
     being referred to as a "Prohibited Transaction," and such person as to the
     Stock in excess of the Ownership Limit being referred to as a "Prohibited
     Transferee" in this Article IX), then, except as otherwise provided in
     Section 9.6, such shares of Stock in excess of the Ownership Limit (rounded
     up to the nearest whole share) shall automatically and without further
     action be exchanged for an equal number of shares of Excess Stock. Such
     exchange shall be effective as of the close of business on the business day
     prior to the date of the Prohibited Transaction. The shares of Stock which
     are so exchanged for shares of Excess Stock shall be transferred to a trust
     as provided in Subsection 9.5.2 hereto, subject to the provisions of
     Subsection 9.5.2.

          9.5.2 Ownership in Trust. Upon any Prohibited Transaction that results
     in an exchange of Excess Stock for Stock pursuant to Subsection 9.5.1, such
     shares of Excess Stock shall be deemed to have been transferred to a
     trustee ("the Trustee"), who shall be an individual or other person
     designated by the Corporation that is unaffiliated with the Corporation, as
     trustee of a separate trust for the exclusive benefit (except to the extent
     provided in Subsections 9.5.6 and 9.5.7) of one or more organizations
     described in Sections 170(c) of the Code as are designated from time to
     time by the Corporation (the

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     "Charitable Beneficiary"). Shares of Excess Stock so held in trust shall be
     issued and outstanding Stock of the Corporation. The Prohibited Transferee
     shall have no rights in such Excess Stock, other than as set forth in this
     Section 9.5.

          9.5.3 Dividend Rights. Shares of Excess Stock shall be entitled to
     dividends and distributions as if they were the shares of Preferred Stock
     or Common Stock that have been exchanged pursuant to Subsection 9.5.1;
     provided, however, that the Prohibited Transferee shall upon demand by the
     Corporation repay any dividend or distribution paid prior to the discovery
     by the Corporation that shares of Stock have been exchanged for Excess
     Stock, and any dividend or distribution declared but unpaid shall be
     rescinded as void ab initio with respect to the Prohibited Transferee, and
     the Corporation shall pay over to the Trustee all dividends or
     distributions so recovered from or rescinded as to the Prohibited
     Transferee. Except for dividends or distributions which are liquidating
     distributions (as to which Subsection 9.5.4 shall apply), the Trustee shall
     pay to the Charitable Beneficiary all amounts received as dividends or
     distributions with respect to Excess Stock.

          9.5.4 Rights Upon Liquidation. Subject to the preferential rights of
     Preferred Stock, if any, as may be determined by the Board of Directors and
     the preferential rights of Excess Preferred Stock (as defined below), if
     any, in the event of any voluntary or involuntary liquidation, dissolution
     or winding up of, or any distribution of the assets of, the Corporation,
     the Trustee holding any shares of Excess Stock resulting from the exchange
     of Common Stock pursuant to Subsection 9.5.1 ("Excess Common Stock") shall
     be entitled to receive, ratably with each other holder of shares of Common
     Stock or Excess Common Stock, that portion of the assets of the Corporation
     available for distribution to the holders of Common Stock and Excess Common
     Stock as the number of shares of Excess Common Stock held by such holder
     bears to the total number of shares of Common Stock and Excess Common Stock
     then outstanding. In the event of any voluntary or involuntary liquidation,
     dissolution or winding up of, or any distribution of the assets of, the
     Corporation, the Trustee holding any shares of Excess Stock resulting from
     the exchange of Preferred Stock pursuant to Subsection 9.5.1 ("Excess
     Preferred Stock") shall be entitled to receive the pro rata share of the
     assets of the Corporation available for distribution to the holders of
     Preferred Stock of the series from which such Excess Stock was exchanged
     which such holder of Excess Preferred Stock would be entitled to receive if
     such shares of Excess Preferred Stock were shares of Preferred Stock of the
     series from which such Excess Preferred Stock was exchanged. The Trustee(s)
     holding any Excess Stock in one or more trusts shall distribute to each
     transferee of an interest in such a trust pursuant to Subsection 9.5.6,
     when determined, any assets received in any liquidation, dissolution or
     winding up of, or any distribution of the assets of, the Corporation in
     respect of the Excess Stock held in such trust and represented by the trust
     interest transferred to such transferee.

          9.5.5 Voting Rights. Shares of Excess Common Stock may be voted by the
     Trustee holding the same as if such shares were the shares of Common Stock,
     and shares of Excess Preferred Stock may be voted by the Trustee holding
     the same as if such shares were the shares of Preferred Stock, whose
     purported transfer resulted in the exchange of Excess Stock for such Common
     Stock or Preferred Stock, as the case may be; and the Prohibited Transferee
     shall be deemed to have given an irrevocable proxy (which proxy

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     shall be deemed to be coupled with an interest) to the Trustee to vote such
     Stock for the benefit of the Charitable Beneficiary. Any votes purported to
     have been cast by the Prohibited Transferee with respect to shares of
     Excess Stock prior to the discovery by the Corporation that the shares are
     held in trust as a result of a Prohibited Transaction will be retroactively
     deemed not to have been cast; provided, however, that such retroactive
     nullification of the vote of such shares shall not adversely affect the
     rights of any person other than the Prohibited Transferee who has relied in
     good faith upon the effectiveness of the matter that was the subject of the
     stockholder action as to which such votes were cast.

          9.5.6 Restrictions on Transfer. Excess Stock shall not be
     transferable. The Trustee of any shares of Excess Stock that has been
     exchanged for any shares of Stock pursuant to Section 9.5.1 may (subject to
     the Corporation's having waived or not exercised its redemption rights
     under Subsection 9.5.7) freely sell and transfer the interest in the trust
     that represents such shares of Excess Stock, if the shares of Excess Stock
     held in the trust and represented by the trust interest to be sold would
     not be Excess Stock in the hands of the transferee of the trust interest.
     Upon any such sale, the Trustee shall distribute the proceeds of such sale
     as follows: (a) to the Prohibited Transferee, all of such proceeds up to
     (but not more than) the amount that is equal to the price that the
     Prohibited Transferee paid for the Stock in the purported transfer of Stock
     that resulted in the Excess Stock represented by the trust interest, or if
     the Prohibited Transferee did not give value for such Stock (e.g., the
     shares were received through a gift, devise or other transaction), equal to
     the aggregate Market Price (as defined in Subsection 9.5.7) of all shares
     of such Stock that were exchanged for Excess Stock on the date of the
     purported transfer that resulted in the Excess Stock; and (b) to the
     Charitable Beneficiary, all remaining proceeds of such sale. No interest in
     a trust may be transferred unless the Trustee has given advance notice to
     the Corporation of the intended transferee and the Corporation has agreed
     in writing to waive its redemption rights under Subsection 9.5.7. Upon the
     transfer of an interest in a trust in compliance with this Subsection
     9.5.6, the corresponding shares of Excess Stock that are represented by the
     transferred interest in the trust shall be automatically exchanged for an
     equal number of shares of Stock of the same class and series from which
     they were originally exchanged and such shares of Stock shall be
     transferred of record to the transferee of the interest in the trust. Upon
     any exchange of Excess Stock for Stock of another class, the interest in
     the trust representing such Excess Stock shall automatically terminate.

          9.5.7 Corporation's Redemption Rights. All shares of Excess Stock
     shall be deemed to be offered for sale to the Corporation, or a designee of
     the Corporation whose ownership of such shares would not result in such
     designee being a Prohibited Transferee, at a price per share equal to the
     lesser of (a) the price per share of Stock in the Prohibited Transaction
     that created such Excess Stock (or, in the case of devise or gift, the
     Market Price per share of such Stock at the time of such devise or gift) or
     (b) the Market Price per share of Stock of the class of Stock for which
     such Excess Stock was exchanged on the date the Corporation, or its
     designee, accepts such offer. The Corporation, or its designee, shall have
     the right to accept such offer at any time until the date that is ninety
     (90) days after the date (the "trigger date") on which the Prohibited
     Transferee or other purported owner gives written notice to the Corporation
     of any event constituting a

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     Prohibited Transaction (including, without limitation, redemptions or
     repurchases of Stock by the Corporation) that results in the exchange of
     Stock for Excess Stock pursuant to Section 9.5.1 and of the nature and
     amount of all ownership interests in the Corporation, direct or indirect,
     of record or beneficial, of the Prohibited Transferee or other purported
     owner; provided, however, that if no such notice is given the "trigger
     date" shall be the date on which the Board of Directors determines that a
     Prohibited Transaction resulting in the exchange of Excess Stock for Stock
     has been made.

          The Corporation's, or its designee's, acceptance of such offer shall
     specify a date (the "redemption date") as of which the Corporation, or its
     designee, shall make the redemption payment and as of which the Excess
     Stock shall be deemed to be fully redeemed, or transferred to the
     Corporation's designee, with neither the Trustee nor the Charitable
     Beneficiary nor the Prohibited Transferee having any further right thereto.
     The redemption date will not be later than the date that is ninety (90)
     days after the trigger date; provided, however, that the Corporation may
     designate a later redemption date that is not later than January 15 in the
     calendar year next following the trigger date if the Corporation's Board of
     Directors determines in good faith that the redemption of such Excess Stock
     may result in a separate Prohibited Transaction as a result of which some
     person (other than the Prohibited Transferee) may beneficially own Stock in
     excess of the Ownership Limit. No interest shall accrue on any redemption
     payment with respect to the period subsequent to the redemption date to the
     date of the redemption payment.

          For purposes of this Article IX, "Market Price" means, for any share
     of Stock, the average daily per share closing sales price of a share of
     such class or series of Stock if shares of such class or series of Stock
     are listed on a national securities exchange or quoted on the National
     Association of Securities Dealers Automated Quotation National Market
     System (the "NASDAQ NMS"), and if shares of such class or series of Stock
     are not solicited or quoted, the Market Price shall be the mean between the
     average per share closing bid prices and the average per share closing
     asked prices, in each case during the 30-day period ending on the business
     day prior to the redemption date, or if there have been no sales on a
     national securities exchange or on the NASDAQ NMS and no published bid and
     asked quotations with respect to shares of such class or series of Stock
     during such 30-day period, the Market Price shall be the price determined
     by the Board of Directors in good faith.

          9.5.8 Agency. If any of the restrictions on transfer set forth in this
     Section 9.5 are determined to be void, invalid or unenforceable by virtue
     of any legal decision, statute, rule or regulation, then the intended
     transferee of any Excess Stock may be deemed, at the option of the
     Corporation, and to the extent that the Corporation may determine
     appropriate to protect its qualification as a REIT, to have acted as an
     agent on behalf of the Corporation in acquiring the Excess Stock and to
     hold the Excess Stock on behalf of the Corporation.

     9.6  Exceptions to Ownership and Transfer Limitations. The Ownership Limit
set forth in Section 9.2 shall not apply to the following shares of Stock and
such shares shall not be deemed to be Excess Stock at the times and subject to
the terms and conditions set forth in this Section 9.6:



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          9.6.1 Subject to the provisions of Section 9.7, shares of Stock which
     the Board of Directors in its sole discretion may exempt from the Ownership
     Limit while owned by a person who has provided the Corporation with
     evidence and assurances of factual matters acceptable to the Board of
     Directors on the basis of which the Board of Directors concludes that the
     qualification of the Corporation as a REIT would not then or in the future
     be jeopardized thereby;

          9.6.2 Subject to the provisions of Section 9.7, shares of Stock
     acquired and held by an underwriter in a public offering of Stock, or in
     any transaction involving the issuance of Stock by the Corporation, in
     which the Board of Directors determines that the underwriter or other
     person or party that initially acquires such Stock will make a timely
     distribution of such Stock to or among other holders such that, following
     such distribution, no person will own Stock in excess of the Ownership
     Limit; and

          9.6.3 Shares of Stock acquired pursuant to an all cash tender offer
     made for all outstanding shares of Stock of the Corporation in conformity
     with applicable federal and state securities laws where not less than
     two-thirds of the outstanding Stock (not including Stock or securities
     convertible into Stock held by the tender offeror and/or any "affiliates"
     or "associates" thereof within the meaning of the Securities Exchange Act
     of 1934, as amended) are duly tendered and accepted pursuant to the cash
     tender offer and where the tender offeror commits in such tender offer, if
     the tender offer is so accepted by the holders of such two-thirds of the
     outstanding Stock, as promptly as practicable thereafter to give any
     holders who did not accept such tender offer a reasonable opportunity to
     put their Stock to the tender offeror at a price not less than the price
     per share paid for Stock tendered pursuant to the tender offer.

     9.7  Authority to Revoke Exceptions to Limitations. The Board of Directors,
in its sole discretion, may at any time revoke any exception pursuant to
Subsections 9.6.1 or 9.6.2 in the case of any stockholder, and upon such
revocation the provisions of Section 9.2 and 9.5 shall immediately become
applicable to such stockholder and all Stock of which such stockholder may be
the beneficial owner. A decision to exempt or refuse to exempt from the
Ownership Limit the ownership of certain designated shares of Stock, or to
revoke an exemption previously granted, shall be made by the Board of Directors
in its sole discretion, based on any reason whatsoever, including, but not
limited to, the preservation of the Corporation's qualification as a REIT.

     9.8  Controlling Provision. Except as provided in Section 9.10, to the
extent this Article IX may be inconsistent with any other provision of the
Corporation's Charter, this Article IX shall be controlling.

     9.9  Authority of the Board of Directors. Subject to Section 9.10, nothing
else contained in this Article IX or in any other provision of the Corporation's
Charter shall limit the authority of the Board of Directors to take such action
as it deems necessary or advisable to protect the Corporation and the interests
of the stockholders by preservation of the Corporation's qualification as a REIT
under the REIT Provisions. Any determination made by the Board of Directors in
connection with this Article IX shall be conclusive and binding for all
purposes. In applying the provisions of this Article IX, the Board of Directors
may take into account the lack of certainty in the REIT Provisions relating to
the ownership of stock that may

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<PAGE>   13


prevent a corporation from qualifying as a REIT and may make interpretations
concerning the Ownership Limit, Excess Stock, beneficial ownership, value of
Stock and related matters on as conservative a basis as the Board of Directors
deems advisable to minimize or eliminate uncertainty as to the Corporation's
continued qualification as a REIT. To the extent permitted by Maryland law, the
Board of Directors shall have authority to amend, without the necessity of any
action or vote by the stockholders, the provisions of this Article IX in such
manner as in its sole discretion (after being advised by tax counsel) is
necessary or appropriate to minimize or eliminate uncertainty as to the
Corporation's continued qualification as a REIT, and no stockholders of the
Corporation shall be entitled to vote on such amendment except to the extent
determined by the Board of Directors. Notwithstanding any other provision of the
Corporation's Charter, if the Board of Directors determines that it is no longer
in the interests of the Corporation and the stockholders to continue to have the
Corporation qualify as a REIT, the Board of Directors may revoke or otherwise
terminate the Corporation's REIT election pursuant to Section 856(g) of the
Code.

     9.10 New York Stock Exchange. Nothing in the Corporation's Charter shall
preclude the settlement of any transaction entered into through the facilities
of the New York Stock Exchange or of any other stock exchange on which shares of
Stock of the Corporation may be listed and which has conditioned such listing on
the inclusion in the Corporation's Charter of a provision such as this Section
9.10. The fact that the settlement of any transaction is permitted shall not
negate the effect of any other provision of this Article IX and any transferee
in such a transaction shall be subject to all of the provisions and limitations
set forth in this Article IX.

     9.11 Transferee as Agent for the Corporation. If the restrictions on
transfer of any shares of Stock contained elsewhere in this Article IX are
determined to be void or invalid or unenforceable by virtue of any legal
decision, statute, rule or regulation, then, at the option of the Corporation,
and to the extent that the Corporation may determine appropriate to protect its
qualification as a REIT, the intended transferee of any such shares may be
deemed to have acted as agent on behalf of the Corporation in acquiring such
shares and holding the same on behalf of the Corporation.


                                    ARTICLE X

                        RIGHTS AND POWERS OF CORPORATION;
                        CONFLICTS OF INTEREST; AMENDMENT

     In carrying on its business, or for the purpose of attaining or furthering
any of its objects, the Corporation shall have all of the rights, powers and
privileges granted to corporations by the laws of the State of Maryland, as well
as the power to do any and all acts and things that a natural person or
partnership could do as now or hereafter authorized by law, either alone or in
partnership or conjunction with others. In furtherance and not in limitation of
the powers conferred by statute, the powers of the Corporation and of the
Directors and stockholders shall include the following:

     10.1 Conflicts of Interest. Any Director or officer individually, or any
firm of which any Director or officer may be a member, or any corporation or
association of which any Director or officer may be a director or officer or in
which any Director or officer may be interested as the holder of any amount of
its stock or otherwise, may be a party to, or may be pecuniarily or

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<PAGE>   14


otherwise interested in, any contract or transaction of the Corporation, and, in
the absence of fraud, no contract or other transaction shall be thereby affected
or invalidated; provided, however, that (a) such fact shall have been disclosed
or shall have been known to the Board of Directors or the committee thereof that
approved such contract or transaction and such contract or transaction shall
have been approved or satisfied by the affirmative vote of a majority of the
disinterested Directors, or (b) such fact shall have been disclosed or shall
have been known to the stockholders entitled to vote, and such contract or
transaction shall have been approved or ratified by a majority of the votes cast
by the stockholders entitled to vote, other than the votes of shares owned of
record or beneficially by the interested Director or corporation, firm or other
entity, or (c) the contract or transaction is fair and reasonable to the
Corporation. Any Director of the Corporation who is also a director or officer
of or interested in such other corporation or association, or who, or the firm
of which he is a member, is so interested, may be counted in determining the
existence of a quorum at any meeting of the Board of Directors of the
Corporation which shall authorize any such contract or transaction, with like
force and effect as if he were not such director or officer of such other
corporation or association or were not so interested or were not a member of a
firm so interested.

     10.2 Amendment. The Corporation reserves the right, from time to time, to
make any amendment of its Charter, now or hereafter authorized by law, including
any amendment which alters the contract rights, as expressly set forth in its
Charter, of any outstanding Stock. Except as provided in the fourth sentence of
Section 9.9 or as otherwise required by law or as otherwise results from the
application of Article XIV, the Corporation's Charter may be amended only by the
affirmative vote of the holders of not less than a majority of all the votes
entitled to be cast on the matter.





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<PAGE>   15


                                   ARTICLE XI

                                 INDEMNIFICATION

     The Corporation shall have the power, to the maximum extent permitted by
Maryland law in effect from time to time, to obligate itself to indemnify, and
to pay or reimburse reasonable expenses in advance of final disposition of a
proceeding, by express provision in its Bylaws, by agreement, or by majority
vote of either its stockholders or disinterested Directors, any one or more of
the following classes of individuals: (1) present or former Directors of the
Corporation, (2) present or former officers of the Corporation, (3) present or
former agents and/or employees of the Corporation, (4) present or former
administrators, trustees or other fiduciaries under any pension, profit sharing,
deferred compensation, or other employee benefit plan maintained by the
Corporation, (5) persons serving or who have served at the request of the
Corporation in any of these capacities for any other corporation, partnership,
joint venture, trust or other enterprise and (6) persons who served as Trustees,
officers, agents and/or employees of Bradley Real Estate Trust, or in similar
capacities for any other predecessor of the Corporation to the extent that such
persons were entitled to indemnity by Bradley Real Estate Trust or such other
predecessor; provided, however, that the Corporation shall not be obligated to
indemnify or advance expenses to a member of the foregoing classes of
individuals ( an "Indemnitee") with respect to proceedings or claims initiated
or brought voluntarily by an Indemnitee and not by way of defense, except with
respect to proceedings brought to establish or enforce a right to
indemnification under the Charter of the Corporation or any other statute or law
or otherwise as provided by the Maryland General Corporation Law, but such
indemnification or advancement of expenses may be provided by the Corporation in
specific cases if the Board of Directors has approved the initiation or bringing
of such suit. However, the Corporation shall not have the power to indemnify any
person to the extent such indemnification would be contrary to Section 2-418 of
the Maryland General Corporation Law or any successor provision of Maryland law
or any other applicable statute, rule or regulation. The Corporation may agree
to indemnify the spouse of an Indemnitee (whether by statute or at common law
and without regard to the location of the governing jurisdiction) to the same
extent and subject to the same limitations applicable to Indemnitee hereunder
for claims arising solely out of the status of such person as the spouse of such
Indemnitee, including claims seeking damages from marital property (including
community property) or property held by the Indemnitee and such spouse or
transferred to such spouse, but such indemnity shall not otherwise extend to
protect the spouse against liabilities caused by the spouse's own acts.




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<PAGE>   16


                                   ARTICLE XII

                             LIMITATION OF LIABILITY

     To the fullest extent permitted under the Maryland General Corporation Law
as in effect on the date of filing these Articles of Incorporation or as the
Maryland General Corporation Law is thereafter amended from time to time, no
Director or officer shall be liable to the Corporation for money damages for any
breach of any duty owed by such Director or officer to the Corporation. Neither
the amendment or the repeal of this Article, nor the adoption of any other
provision in the Corporation's Charter inconsistent with this Article, shall
eliminate or reduce the protection afforded by this Article to a Director or
officer of the Corporation with respect to any matter which occurred, or any
cause of action, suit or claim which but for this Article would have accrued or
arisen, prior to such amendment, repeal or adoption.


                                  ARTICLE XIII

                               MAJORITY STOCK VOTE

     Notwithstanding any provision of law permitting or requiring any action to
be taken or authorized by the affirmative vote of the holders of a greater
number of votes, any such action shall be effective and valid if taken or
authorized by the affirmative vote of holders of shares entitled to cast a
majority of all the votes entitled to be cast on the matter. The preceding
sentence shall not be construed to require a vote of holders of shares that is
inconsistent with the provisions of (i) Section 6.2 relating to election of
Directors by plurality, (ii) the fourth sentence of Section 9.9 or (iii) Article
XIV.


                                   ARTICLE XIV

                                  MISCELLANEOUS

     The provisions of this Charter are severable, and if the Directors shall
determine that any one or more of such provisions are in conflict with the REIT
provisions of the Code, or other applicable federal or state laws, the
conflicting provisions shall be deemed never to have constituted a part of this
Charter, even without any amendment of this Charter pursuant to Section 10.2
hereof; provided, however, that such determination by the Directors shall not
affect or impair any of the remaining provisions of this Charter or render
invalid or improper any action taken or omitted prior to such determination. No
Director shall be liable for making or failing to make such a determination.

     If any provision of this Charter or any application of such provision shall
be held invalid or unenforceable by any federal or state court having
jurisdiction, such holding shall not in any manner affect or render invalid or
unenforceable such provision in any other jurisdiction, and the validity of the
remaining provisions of this Charter shall not be affected. Other applications
of such provision shall be affected only to the extent necessary to comply with
the determination of such court.



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<PAGE>   17


     FIFTH: The current address of the principal office of the Corporation is as
set forth in Article IV of the foregoing amendment and restatement of the
charter.

     SIXTH: The name and address of the Corporation's current resident agent is
as set forth in Article V of the foregoing amendment and restatement of the
charter.

     SEVENTH: The number of directors of the Corporation and the names of those
currently in office are as set forth in Article VI of the foregoing amendment
and restatement of the charter.

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

     IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
and Restatement to be signed in its name and on its behalf by its President and
attested to by its Secretary on this 6th day of October, 1994.

ATTEST:                             BRADLEY REAL ESTATE, INC.



/s/ William B. King                 By: /s/ E. Lawrence Miller        (SEAL)
-------------------------------        ------------------------------
William B. King                        E. Lawrence Miller
Secretary                              President






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