EXHIBIT 3.5 AMENDMENT TO ARTICLES OF
INCORPORATION OF HOLDINGS, FILED AUGUST 1, 2001.



GETTY REALTY CORP.

ARTICLES OF AMENDMENT

THIS
IS TO CERTIFY THAT:

FIRST:
The charter of Getty Realty Corp., a Maryland corporation (the Corporation),
is hereby amended by adding new Sections 6.6, 6.7, 6.8 and 6.9 to Article VI
and new Articles VII and VIII to read as follows:

Section
6.6 Restrictions on Common Stock.

Section
6.6.1 Common Stock Ownership Limitations.

(a)
Prior to the Restriction Termination Date:

(i)
except as provided in Section 6.6.7, no Person, other than a Conversion Holder,
shall Acquire or Beneficially or Constructively Own any shares of Common Stock
if, as the result of such Acquisition or Beneficial or Constructive Ownership,
such Person shall (a) Beneficially Own shares of Common Stock in excess of the
Common Stock Ownership Limit or (b) Constructively Own in excess of 9.9% (by
value or number of shares, whichever is more restrictive) of the outstanding
Common Stock, provided, however, a Conversion Holder shall be permitted to
Acquire or Beneficially Own or Constructively Own shares of Common Stock in
excess of the limitation provided herein to the extent that such excess
Beneficial or Constructive Ownership was caused by the Conversion of (or the
right to convert) Preferred Stock into Common Stock;

(ii)
except as provided in Sections 6.6.7 and 6.8.7, no Person, including but not
limited to a Conversion Holder, shall (a) Acquire or Beneficially Own shares of
Preferred Stock or Common Stock in excess of the Aggregate Stock Ownership
Limit or (b) Acquire or Constructively Own in excess of 9.9% (in value) of the
aggregate of the outstanding shares of Capital Stock; and

(iii)
no Person shall Acquire or Beneficially or Constructively Own shares of Capital
Stock to the extent that such Acquisition or Beneficial or Constructive
Ownership of Capital Stock would result in the Corporation being closely held
within the meaning of Section 856(h) of the Code, or otherwise failing to
qualify as a REIT (including, but not limited to, an Acquisition or Beneficial
or Constructive Ownership that would result in the Corporation owning (actually
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).

(b)
If, prior to the Restriction Termination Date, any Transfer or Acquisition of
shares of Common Stock (other than a Transfer or Acquisition to which Section
6.6.1(c) applies) (whether or not such Transfer or Acquisition is the result of
a transaction entered into through the facilities of the NYSE or any other
national securities exchange or

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automated
inter-dealer quotation system) occurs which, if effective, would result in any
Person Acquiring shares of Common Stock in violation of Section 6.6.1(a), then
(i) that number of shares of the Common Stock being Transferred or Acquired
that otherwise would cause such Person to violate Section 6.6.1(a) (rounded up
to the nearest whole share) shall be automatically transferred to a Trust for
the benefit of a Charitable Beneficiary, as described in Section 6.7, effective
as of the close of business on the Business Day prior to the date of such
Transfer or Acquisition, and such Person shall acquire no rights in such shares
or (ii) if the transfer to the Trust described in clause (i) of this sentence
would not be effective for any reason to prevent any Person from Acquiring or
Transferring Common Stock in violation of Section 6.6.1(a), the Transfer or
Acquisition of that number of shares of Common Stock that otherwise would cause
any Person to violate Section 6.6.1(a) shall be void ab initio, and the
intended transferee shall acquire no rights in such shares of Common Stock.

(c)
If, prior to the Restriction Termination Date, a change in the relationship
between two or more Persons (Common Stock Affected Persons) results in any
such Common Stock Affected Persons Beneficially or Constructively Owning shares
of Common Stock in violation of Section 6.6.1(a) because of the application of
Section 318(a) of the Code (as modified by Section 856(d)(5) of the Code) or
Section 544 of the Code (as modified by Section 856(h)(1)(B) of the Code) (a
Common Stock Constructive Ownership Event), then that number of shares of
Common Stock Beneficially or Constructively Owned by the Common Stock Affected
Persons (rounded up to the nearest whole share) that otherwise would violate
Section 6.6.1(a) shall be automatically transferred to a Trust for the benefit
of a Charitable Beneficiary, as described in Section 6.7, effective as of the
close of business on the Business Day prior to such Common Stock Constructive
Ownership Event, and such Common Stock Affected Person or Persons shall have no
rights in such shares.

(d)
Notwithstanding any other provisions contained herein, prior to the Restriction
Termination Date, any Transfer or Acquisition of shares of Common Stock
(whether or not such Transfer or Acquisition is the result of a transaction
entered into through the facilities of the NYSE or any other national
securities exchange or automated inter-dealer quotation system) that, if
effective, would result in the Capital Stock being beneficially owned by less
than 100 Persons (determined without reference to any rules of attribution)
shall be void ab initio, and the intended transferee shall acquire no rights in
such shares of Common Stock.

(e)
If, prior to the Restriction Termination Date, any Person Beneficially or
Constructively Owns any shares of Common Stock in violation of Section 6.6.1(a)
(other than as a result of a Transfer or Acquisition to which Section 6.6.1(b)
or Section 6.6.1(c) applies), then (i) that number of shares of Common Stock
owned by such Person that cause such Person to violate Section 6.6.1(a) shall
be automatically transferred to a Trust for the benefit of a Charitable
Beneficiary, as described in Section 6.7, effective as of the close of business
on the first Business Day of the first taxable year that the Corporation
qualifies as a REIT (the First REIT Taxable Year), and such Person shall have
no rights in such shares as of the first Business Day of the First REIT Taxable
Year or (ii) if the transfer to the Trust described in clause (i) of this
sentence would not be effective for any reason to prevent any Person from
Beneficially or Constructively Owning Common Stock in violation of Section
6.6.1(a), the ownership of that number of shares of Common Stock, as of the
date hereof, that otherwise would cause any Person to violate Section 6.6.1(a)
shall be void ab initio, and such Person shall

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have
no rights in such shares of Common Stock as of the first Business Day of the
First REIT Taxable Year.

Section
6.6.2 Remedies for Breach. If the Board of Directors of the Corporation or any
duly authorized committee thereof shall at any time determine in good faith
that a Transfer or other event has taken place that results in a violation of
Section 6.6.1 or that a Person intends to Acquire or has attempted to Acquire
Beneficial or Constructive Ownership of any shares of Common Stock in violation
of Section 6.6.1 (whether or not such violation is intended), the Board of
Directors or a committee thereof shall take such action as it deems advisable
to refuse to give effect to or to prevent such Transfer or other event,
including, but not limited to, causing the Corporation to redeem shares,
refusing to give effect to such Transfer on the books of the Corporation or
instituting proceedings to enjoin such Transfer; provided, however, that any
Transfers or attempted Transfers or, in the case of an event other than a
Transfer, Beneficial or Constructive Ownership in violation of Section 6.6.1
shall automatically result in the transfer to the Trust described above, and,
where applicable, such Transfer (or other event) shall be void ab initio as provided
above irrespective of any action (or non-action) by the Board of Directors or a
committee thereof.

Section
6.6.3 Notice of Restricted Transfer. Any Person who Acquires or attempts or
intends to Acquire shares of Common Stock in violation of Section 6.6.1 or any
Person who is a transferee in a Transfer or is otherwise affected by an event
other than a Transfer that results in a violation of Section 6.6.1 shall
immediately give written notice to the Corporation of such Acquisition,
Transfer or other 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 Acquisition, Transfer or attempted, intended or purported
Acquisition, Transfer or other event on the Corporations status as a REIT.

Section
6.6.4 Owners Required To Provide Information. Prior to the Restriction
Termination Date:

(a)
every owner of more than five percent (5%) (or such lower percentage as
required by the Code or the Treasury Regulations promulgated thereunder) of the
outstanding shares of Common Stock shall, within 30 days after December 31 of
each year, give written notice to the Corporation stating the name and address
of such owner, the number of shares of Common Stock and other shares of the
Common Stock Beneficially or Constructively Owned, and a description of the
manner in which such shares are held. Each such owner shall provide to the
Corporation such additional information as the Corporation may request in order
to determine the effect, if any, of such Beneficial or Constructive Ownership
on the Corporations status as a REIT and to ensure compliance with the Common
Stock Ownership Limit; and

(b)
each Person who is a Beneficial or Constructive Owner of Common Stock and each
Person (including the stockholder of record) who is holding Common Stock for a
Beneficial or Constructive Owner shall provide to the Corporation such
information as the Corporation may request, in good faith, in order to
determine the Corporations status as a REIT and to comply with requirements of
any taxing authority or governmental authority to determine such compliance.

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Section
6.6.5 Remedies Not Limited. Nothing contained in this Section 6.6 shall limit
the authority of the Board of Directors of the Corporation to take such other
action as it deems necessary or advisable to protect the Corporation and the
interests of its stockholders in preserving the Corporations status as a REIT.

Section
6.6.6 Ambiguity. In the case of an ambiguity in the application of any of the
provisions of this Section 6.6, Section 6.7, or any definition contained in
Article VIII, the Board of Directors of the Corporation shall have the power to
determine the application of the provisions of this Section 6.6 or Section 6.7
with respect to any situation based on the facts known to it. In the event
Section 6.6 or 6.7 requires an action by the Board of Directors of the
Corporation, and the Charter fails to provide specific guidance with respect to
such action, the Board of Directors of the Corporation shall have the power to
determine the action to be taken so long as such action is not contrary to the
provisions of Sections 6.6 or 6.7 or Article VIII. Absent a decision to the
contrary by the Board of Directors (which the Board may make in its sole and
absolute discretion), the shares to be affected by the remedies set forth in
Section 6.6.1(b), (c) and (e) shall be as follows: (1) if a Person would have
(but for the remedies set forth in Section 6.6.1(b), (c) and (e) as applicable)
Acquired shares of Common Stock in violation of Section 6.6.1(a), such remedies
(as applicable) shall apply first to the shares which, but for such remedies,
would have been Acquired and actually owned by such Person, second to shares
which, but for such remedies, would have been Acquired by such Person and which
would have been Beneficially Owned or Constructively Owned (but not actually
owned) by such Person, pro rata among the Persons who actually own such shares
based upon the relative value of the shares held by each such Person; and (2)
if a Person is in violation of Section 6.6.1(a) as a result of an event other
than an Acquisition of shares of Common Stock by such Person, the remedies set
forth in Section 6.6.1(b), (c) or (e) (as applicable) shall apply first to
shares which are actually owned by such Person and second to shares which are
Beneficially or Constructively Owned (but not actually owned) by such Person,
pro rata among the Persons who actually own such shares based upon the relative
value of the shares held by each such Person.

Section
6.6.7 Exceptions.

(a)
Subject to Section 6.6.1(a)(iii), the Board of Directors of the Corporation, in
its sole discretion, may exempt a Person from the limitations set forth in
Section 6.6.1(a)(i) or (ii), as the case may be, if: (A) the Board of Directors
obtains such representations and undertakings from such Person as are
reasonably necessary to ascertain that no individuals Beneficial or
Constructive Ownership of such shares of Common Stock will result in the
Corporation failing to satisfy the requirement of Section 856(a)(6) of the Code
(taking into consideration Section 856(h)(2) of the Code) or otherwise failing
to qualify as a REIT; (B) such Person does not and represents that it will not
own, actually or Constructively, an interest in a tenant of the Corporation (or
a tenant of an entity owned or controlled by the Corporation) that would cause
the Corporation to own, actually or Constructively, more than a 9.9% interest
(as set forth in Section 856(d)(2)(B) of the Code) in such tenant and the Board
of Directors obtains such representations and undertakings from such Persons as
are reasonably necessary to ascertain this fact; and (C) such Person agrees
that any violation or attempted violation of such representations or
undertakings (or other action which is contrary to the restrictions contained
in Section 6.6.1 through 6.6.6) will result in such Common Stock being
automatically transferred to a Trust in accordance with Section 6.6.1. Solely
for purposes of clause (B) above, a tenant from whom the

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Corporation
(or an entity owned or controlled by the Corporation) derives (and is expected
to continue to derive) a sufficiently small amount of revenue such that, in the
opinion of the Board of Directors of the Corporation, rent from such tenant
would not adversely affect the Corporations ability to qualify as a REIT,
shall not be treated as a tenant of the Corporation.

(b)
Prior to granting any exception pursuant to Section 6.6.7(a), the Board of
Directors of the Corporation may require a ruling from the Internal Revenue
Service, or an opinion of counsel, in either case in form and substance
satisfactory to the Board of Directors in its sole discretion, as it may deem
necessary or advisable in order to determine or ensure the Corporations status
as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board of
Directors may impose such conditions or restrictions as it deems appropriate in
connection with granting such exception.

(c)
Subject to Section 6.6.1(a)(iii), an underwriter which participates in a public
offering or a private placement of Capital Stock (or securities convertible
into or exchangeable for Capital Stock) may Acquire or Beneficially Own or
Constructively Own shares of Capital Stock (or securities convertible into or
exchangeable for Capital Stock) in excess of the limitations set forth in
Sections 6.6.1(a)(i) and (ii), but only to the extent necessary to facilitate
such public offering or private placement.

Section
6.6.8 Legend. Each certificate for shares of Common Stock shall bear
substantially the following legend:

The
shares represented by this certificate are subject to restrictions on
Beneficial and Constructive Ownership and Transfer for the purpose of the
Corporations maintenance of its status as a Real Estate Investment Trust under
the Internal Revenue Code of 1986, as amended (the Code). Subject to certain
further restrictions and except as expressly provided in the Corporations
Charter, (i) no Person (other than a Conversion Holder with respect to such
holders conversion rights) may Beneficially Acquire shares of the
Corporations Common Stock in excess of 5.0% of the number or value, whichever
is more restrictive, of the outstanding shares of Common Stock of the
Corporation or Constructively Acquire shares of the Corporations Common Stock
in excess of 9.9% of the number or value, whichever is more restrictive, of the
outstanding shares of Common Stock of the Corporation; (ii) no Person may
Beneficially Own shares of Capital Stock of the Corporation which has an
aggregate value in excess of 5.0% of the value of the total outstanding shares
of Capital Stock of the Corporation or Constructively Own shares of Capital
Stock of the Corporation which have an aggregate value in excess of 9.9% of the
value of the total outstanding shares of Capital Stock of the Corporation;
(iii) no Person may Beneficially or Constructively Own Common Stock that would
result in the Corporation being closely held under Section 856(h) of the Code
or otherwise cause the Corporation to fail to qualify as a REIT; and (iv) no
Person may Transfer or Acquire shares of Common Stock if such Transfer or
Acquisition would result in the Corporation being owned by fewer than 100
Persons. Any Person who Beneficially or

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Constructively
Owns or attempts to Beneficially or Constructively Own shares of Common Stock
which causes or will cause a Person to Beneficially or Constructively Own
shares of Common Stock in excess of the above limitations must immediately
notify the Corporation. If any of the restrictions on transfer or ownership are
violated, the shares of Common Stock represented hereby will be automatically
transferred to a Trustee of a Trust for the benefit of one or more Charitable
Beneficiaries. In addition, the Corporation may redeem shares upon the terms
and conditions specified by the Board of Directors in its sole discretion if
the Board of Directors determines that ownership or a Transfer or other event
may violate the restrictions described above. Furthermore, upon the occurrence
of certain events, attempted Transfers in violation of the restrictions
described above may be void ab initio. All capitalized terms in this legend
have the meanings defined in the charter of the Corporation, as the same may be
amended from time to time, a copy of which, including the restrictions on
transfer and ownership, will be furnished to each holder of Common Stock on
request and without charge.

Section
6.7 Transfers of Common Stock in Trust.

Section
6.7.1 Ownership in Trust. Upon any purported Transfer, Acquisition, or other
event described in Section 6.6.1(b) or (c) that may result in a transfer of shares
of Common Stock to a Trust, such shares of Common Stock shall be deemed to have
been transferred to the 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 purported Transfer, Acquisition, or other event that
results in a transfer to the Trust pursuant to Section 6.6.1. The Trustee shall
be appointed by the Corporation and shall be a Person who is not an Affiliate
of the Corporation, any Purported Beneficial Transferee, or any Purported
Record Transferee. Each Charitable Beneficiary shall be designated by the
Corporation as provided in Section 6.7.6.

Section
6.7.2 Status of Shares Held by the Trustee. Shares of Common Stock held by the
Trustee shall be issued and outstanding shares of Capital Stock of the
Corporation. The Purported Beneficial Transferee or Purported Record Transferee
shall have no rights in the shares held by the Trustee. The Purported
Beneficial Transferee or Purported Record 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.

Section
6.7.3 Dividend and Voting Rights. The Trustee shall have all voting rights and
rights to dividends with respect to shares of Common Stock held in the Trust,
which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary.
Any dividend or distribution paid prior to the discovery by the Corporation
that the shares of Common Stock have been transferred to the Trustee shall be
paid to the Trustee upon demand, and any dividend or distribution declared but
unpaid shall be paid when due to the Trustee with respect to such shares of
Common Stock. Any dividends or distributions so paid over to the Trustee shall
be held in trust for the Charitable Beneficiary. The Purported Record
Transferee shall have no voting

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rights
with respect to shares held in the Trust and, subject to applicable law, any
vote cast by a Purported Record Transferee prior to the discovery by the
Corporation that the shares of Common Stock have been transferred to the
Trustee will be rescinded as void and shall be recast in accordance with the
desires of the Trustee acting for the benefit of the Charitable Beneficiary.

Section
6.7.4 Sale of Shares by Trustee. Within 20 days of receiving notice from the
Corporation that shares of Common Stock have been transferred to the Trust, the
Trustee of the Trust shall sell the shares held in the Trust to one or more
persons, designated by the Trustee, whose ownership of the shares will not
violate the ownership limitations set forth in Section 6.6.1(a). Upon such
sale, the interest of the Charitable Beneficiary in the shares sold shall
terminate and the Trustee shall distribute the net proceeds of the sale to the
Purported Record Transferee and to the Charitable Beneficiary as provided in this
Section 6.7.4. The Purported Record Transferee shall receive the lesser of (1)
the price paid by the Purported Record Transferee for the shares or, if the
Purported Record 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 net sales proceeds in excess of the amount payable to the
Purported Record Transferee shall be immediately paid to the Charitable
Beneficiary. If, prior to the discovery by the Corporation that shares of
Common Stock have been transferred to the Trustee, such shares are sold by a Purported
Record Transferee then (i) such shares shall be deemed to have been sold on
behalf of the Trust and (ii) to the extent that the Purported Record Transferee
received an amount for such shares that exceeds the amount that such Purported
Record Transferee was entitled to receive pursuant to this Section 6.7.4, such
excess shall be paid to the Trustee upon demand.

Section
6.7.5 Purchase Right in Stock Transferred to the Trustee. Shares of Common
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 until the Trustee has sold the shares held in the Trust pursuant
to Section 6.7.4. Upon such a sale to the Corporation, the interest of the
Charitable Beneficiary in the shares sold shall terminate and the Trustee shall
distribute the net proceeds of the sale to the Purported Record Transferee.

Section
6.7.6 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 such that (i) the
shares of Common Stock held in the Trust would not violate the restrictions set
forth in Section 6.6.1(a) 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.

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Section
6.8 Restrictions on Preferred Stock.

Section
6.8.1 Preferred Stock Ownership Limitations.

(a)
Prior to the Restriction Termination Date:

(i)
except as provided in Section 6.8.7, no person shall Acquire or Beneficially or
Constructively Own any shares of Preferred Stock if, as the result of such
Acquisition or Beneficial or Constructive Ownership, such Person shall (a)
Beneficially Own shares of Preferred Stock in excess of the Preferred Stock
Ownership Limit or (b) Constructively Own in excess of 9.9% (by value or number
of shares, whichever is more restrictive) of any class or series of outstanding
Preferred Stock of the Corporation;

(ii)
except as provided in Sections 6.6.7 and 6.8.7, no Person shall (a) Acquire or
Beneficially Own shares of Preferred Stock or Common Stock in excess of the
Aggregate Stock Ownership Limit or (b) Acquire or Constructively Own in excess
of 9.9% (in value) of the aggregate outstanding shares of Capital Stock; and

(iii)
no Person shall Acquire or Beneficially or Constructively Own shares of Capital
Stock to the extent that such Acquisition or Beneficial or Constructive
Ownership of Capital Stock would result in the Corporation being closely held
within the meaning of Section 856(h) of the Code, or otherwise failing to
qualify as a REIT (including, but not limited to, an Acquisition or Beneficial
or Constructive Ownership that would result in the Corporation owning (actually
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).

(b)
If, prior to the Restriction Termination Date, any Transfer or Acquisition of
shares of Preferred Stock (other than a Transfer or Acquisition to which
Section 6.8.1(c) applies) (whether or not such Transfer or Acquisition is the
result of a transaction entered into through the facilities of the NYSE or any
other national securities exchange or automated inter-dealer quotation system)
occurs which, if effective, would result in any Person Acquiring shares of
Preferred Stock in violation of Section 6.8.1(a), then (i) that number of
shares of the Preferred Stock of that series or class being Transferred or
Acquired that otherwise would cause such Person to violate Section 6.8.1(a)
(rounded up to the nearest whole share) shall be automatically transferred to a
Trust for the benefit of a Charitable Beneficiary, as described in Section 6.9,
effective as of the close of business on the Business Day prior to the date of
such Transfer or Acquisition, and such Person shall acquire no rights in such
shares; or (ii) if the transfer to the Trust described in clause (i) of this
sentence would not be effective for any reason to prevent any Person from
Acquiring or Transferring Preferred Stock in violation of Section 6.8.1(a), the
Transfer or Acquisition of that number of shares of Preferred Stock that
otherwise would cause any Person to violate Section 6.8.1(a) shall be void ab
initio, and the intended transferee shall acquire no rights in such shares of
Preferred Stock.

(c)
If, prior to the Restriction Termination Date, a change in the relationship
between two or more Persons (Preferred Stock Affected Persons) results in any
of

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such
Preferred Stock Affected Persons Beneficially or Constructively Owning shares
of Preferred Stock in violation of Section 6.8.1(a) because of the application
of Section 318(a) of the Code (as modified by Section 856(d)(5) of the Code) or
Section 544 of the Code (as modified by Section 856(h)(1)(B) of the Code) (a
Preferred Stock Constructive Ownership Event), then that number of shares of
Preferred Stock Beneficially or Constructively Owned by the Preferred Stock
Affected Persons (rounded up to the nearest whole share) that otherwise would
violate Section 6.8.1(a) shall be automatically transferred to a Trust for the
benefit of a Charitable Beneficiary, as described in Section 6.9, effective as
of the close of business on the Business Day prior to such Preferred Stock
Constructive Ownership Event, and such Preferred Stock Affected Person or
Persons shall have no rights in such shares.

(d)
Notwithstanding any other provisions contained herein, prior to the Restriction
Termination Date, any Transfer or Acquisition of shares of Preferred Stock
(whether or not such Transfer or Acquisition is the result of a transaction
entered into through the facilities of the NYSE or any other national
securities exchange or automated inter-dealer quotation system) that, if
effective, would result in the Capital Stock being beneficially owned by less
than 100 Persons (determined without reference to any rules of attribution)
shall be void ab initio, and the intended transferee shall acquire no rights in
such shares of Preferred Stock.

(e)
If, prior to the Restriction Termination Date, any Person Beneficially or
Constructively Owns any shares of Preferred Stock in violation of Section
6.8.1(a) (other than as a result of a Transfer or Acquisition to which Section
6.8.1(b) or Section 6.8.1(c) applies), then (i) that number of shares of
Preferred Stock of that series or class owned by such Person that cause such
Person to violate Section 6.8.1(a) shall be automatically transferred to a
Trust for the benefit of a Charitable Beneficiary, as described in Section 6.9,
effective as of the close of business on the First REIT Taxable Year, and such
Person shall have no rights in such shares as of the first Business Day of the
First REIT Taxable Year or (ii) if the transfer to the Trust described in
clause (i) of this sentence would not be effective for any reason to prevent
any Person from Beneficially or Constructively Owning Preferred Stock in
violation of Section 6.8.1(a), the ownership of that number of shares of
Preferred Stock, as of the date hereof, that otherwise would cause any Person
to violate Section 6.8.1(a) shall be void ab initio, and such Person shall have
no rights in such shares of Preferred Stock as of the first Business Day of the
First REIT Taxable Year.

Section
6.8.2 Remedies for Breach. If the Board of Directors of the Corporation or any
duly authorized committee thereof shall at any time determine in good faith that
a Transfer or other event has taken place that results in a violation of
Section 6.8.1 or that a Person intends to Acquire or has attempted to Acquire
Beneficial or Constructive Ownership of any shares of Preferred Stock in
violation of Section 6.8.1 (whether or not such violation is intended), the
Board of Directors or a committee thereof shall take such action as it deems
advisable to refuse to give effect to or to prevent such Transfer or other
event, including, but not limited to, causing the Corporation to redeem shares,
refusing to give effect to such Transfer on the books of the Corporation or
instituting proceedings to enjoin such Transfer; provided, however, that any
Transfers or attempted Transfers or, in the case of an event other than a Transfer,
Beneficial or Constructive Ownership, in violation of Section 6.8.1 shall
automatically result in the transfer to the Trust described above and, where
applicable, such Transfer (or other event) shall be void

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ab
initio as provided above irrespective of any action (or non-action) by the
Board of Directors or a committee thereof.

Section
6.8.3 Notice of Restricted Transfer. Any Person who Acquires or attempts or
intends to Acquire shares of Preferred Stock in violation of Section 6.8.1 or
any Person who is a transferee in a Transfer or is otherwise affected by an
event other than a Transfer that results in a violation of Section 6.8.1 shall
immediately give written notice to the Corporation of such Acquisition,
Transfer or other 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 Acquisition, Transfer or attempted, intended or purported
Acquisition, Transfer or other event on the Corporations status as a REIT.

Section
6.8.4 Owners Required To Provide Information. Prior to the Restriction
Termination Date:

(a)
every owner of more than five percent (5%) (or such lower percentage as
required by the Code or the Treasury Regulations promulgated thereunder) of the
number or value, whichever is more restrictive, of the outstanding shares of
Preferred Stock, within 30 days after December 31 of each year, shall give
written notice to the Corporation stating the name and address of such owner,
the number of shares of Preferred Stock and other shares of the Capital Stock
Beneficially Owned, and a description of the manner in which such shares are
held. Each such owner shall provide to the Corporation such additional
information as the Corporation may request in order to determine the effect, if
any, of such Beneficial Ownership on the Corporations status as a REIT and to
ensure compliance with the Preferred Stock Ownership Limit; and

(b)
each Person who is a Beneficial or Constructive Owner of Preferred Stock and
each Person (including the stockholder of record) who is holding Preferred
Stock for a Beneficial or Constructive Owner shall provide to the Corporation
such information as the Corporation may request, in good faith, in order to
determine the Corporations status as a REIT and to comply with requirements of
any taxing authority or governmental authority or to determine such compliance.

Section
6.8.5 Remedies Not Limited. Nothing contained in this Section 6.8 shall limit
the authority of the Board of Directors of the Corporation to take such other
action as it deems necessary or advisable to protect the Corporation and the
interests of its stockholders in preserving the Corporations status as a REIT.

Section
6.8.6 Ambiguity. In the case of an ambiguity in the application of any of the
provisions of this Section 6.8, Section 6.9, or any definition contained in
Article VIII, the Board of Directors of the Corporation shall have the power to
determine the application of the provisions of this Section 6.8 or Section 6.9
with respect to any situation based on the facts known to it. In the event
Section 6.8 or 6.9 requires an action by the Board of Directors and this
Charter fails to provide specific guidance with respect to such action, the
Board of Directors shall have the power to determine the action to be taken so
long as such action is not contrary to the provisions of Sections 6.8 or 6.9 or
Article VIII. Absent a decision to the contrary by the Board of Directors
(which the Board may make in its sole and absolute discretion), the shares to

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be
affected by the remedies set forth in Section 6.8.1(b), (c) and (e) shall be as
follows: (1) if a Person would have (but for the remedies set forth in Section
6.8.1(b), (c) and (e) as applicable) Acquired shares of Preferred Stock in
violation of Section 6.8.1(a), such remedies (as applicable) shall apply first
to the shares which, but for such remedies, would have been Acquired and
actually owned by such Person, second to shares which, but for such remedies,
would have been Acquired by such Person and which would have been Beneficially
Owned or Constructively Owned (but not actually owned) by such Person, pro rata
among the Persons who actually own such shares based upon the relative value of
the shares held by each such Person; and (2) if a Person is in violation of
Section 6.8.1(a) as a result of an event other than an Acquisition of shares of
Preferred Stock by such Person, the remedies set forth in Section 6.8.1(b), (c)
or (e) (as applicable) shall apply first to shares which are actually owned by
such Person and second to shares which are Beneficially or Constructively Owned
(but not actually owned) by such Person, pro rata among the Persons who
actually own such shares based upon the relative value of the shares held by
each such Person.

Section
6.8.7 Exceptions.

(a)
Subject to Section 6.8.1(a)(iii), the Board of Directors of the Corporation, in
its sole discretion, may exempt a Person from the limitations set forth in
Sections 6.8.1(a)(i) or (ii), as the case may be, if: (A) the Board of
Directors obtains such representations and undertakings from such Person as are
reasonably necessary to ascertain that no individuals Beneficial or
Constructive Ownership of such shares of Preferred Stock will result in the
Corporation failing to satisfy the requirement of Section 856(a)(6) of the Code
(taking into consideration Section 856(h)(2) of the Code) or otherwise failing
to qualify as a REIT; (B) such Person does not and represents that it will not
own, actually or Constructively, an interest in a tenant of the Corporation (or
a tenant of any entity owned or controlled by the Corporation) that would cause
the Corporation to own, actually or Constructively, more than a 9.9% interest
(as set forth in Section 856(d)(2)(B) of the Code) in such tenant and the Board
of Directors obtains such representations and undertakings from such Person as
are reasonably necessary to ascertain this fact; and (C) such Person agrees
that any violation or attempted violation of such representations or
undertakings (or other action which is contrary to the restrictions contained
in Section 6.8.1 through 6.8.6) will result in such shares of Preferred Stock
being automatically transferred to a Trust in accordance with Section 6.8.1.
Solely for purposes of clause (B) above, a tenant from whom the Corporation (or
an entity owned or controlled by the Corporation) derives (and is expected to
continue to derive) a sufficiently small amount of revenue such that, in the
opinion of the Board of Directors of the Corporation, rent from such tenant
would not adversely affect the Corporations ability to qualify as a REIT,
shall not be treated as a tenant of the Corporation.

(b)
Prior to granting any exception pursuant to Section 6.8.7(a), the Board of
Directors of the Corporation may require a ruling from the Internal Revenue
Service, or an opinion of counsel, in either case in form and substance
satisfactory to the Board of Directors in its sole discretion, as it may deem
necessary or advisable in order to determine or ensure the Corporations status
as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board of
Directors may impose such conditions or restrictions as it deems appropriate in
connection with granting such exception.

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(c)
Subject to Section 6.8.1(a)(iii), an underwriter which participates in a public
offering or a private placement of Capital Stock (or securities convertible
into or exchangeable for Capital Stock) may Acquire or Beneficially Own or
Constructively Own shares of Capital Stock or securities convertible into or
exchangeable for Capital Stock) in excess of the limitations set forth in
Sections 6.8.1(a)(i) and (ii), but only to the extent necessary to facilitate
such public offering or private placement.

Section
6.8.8 Legend. Each certificate for shares of Preferred Stock shall bear
substantially the following legend:

The
shares represented by this certificate are subject to restrictions on
Beneficial and Constructive Ownership and Transfer for the purpose of the
Corporations maintenance of its status as a Real Estate Investment Trust under
the Internal Revenue Code of 1986, as amended (the Code). Subject to certain
further restrictions and except as expressly provided in the Corporations
Charter, (i) no Person may Beneficially Acquire shares of the Corporations
Preferred Stock in excess of 5.0% of the number or value, whichever is more
restrictive, of the outstanding shares of any class or series of Preferred
Stock of the Corporation or Constructively Acquire in excess of 9.9% of the
number or value, whichever is more restrictive, of the outstanding shares of
any class or series of Preferred Stock of the Corporation; (ii) no Person
(other than a Conversion Holder with respect to such holders conversion
rights) may Beneficially Own shares of the Corporations Common Stock in excess
of 5.0% of the number or value, whichever is more restrictive, of the
outstanding shares of Common Stock of the Corporation or Constructively Own in
excess of 9.9% of the number or value, whichever is more restrictive, of the
outstanding shares of Common Stock of the Corporation; (iii) no Person may
Beneficially Own shares of Capital Stock of the Corporation which has an
aggregate value in excess of 5.0% of the value of the total outstanding shares
of Capital Stock of the Corporation or Constructively Own shares of Capital
Stock of the Corporation which have an aggregate value in excess of 9.9% of the
value of the total outstanding shares of Capital Stock of the Corporation; (iv)
no Person may Beneficially or Constructively Own Preferred Stock or Common
Stock that would result in the Corporation being closely held under Section
856(h) of the Code or otherwise cause the Corporation to fail to qualify as a
REIT; and (v) no Person may Transfer or Acquire shares of Preferred Stock if
such Transfer or Acquisition would result in the Capital Stock of the
Corporation being owned by fewer than 100 Persons. Any Person who Beneficially
or Constructively Owns or attempts to Beneficially or Constructively Own shares
of Preferred Stock or Common Stock which causes or will cause a Person to
Beneficially or Constructively Own shares of Preferred Stock or Common Stock in
excess of the above limitations must immediately notify the Corporation. If any
of the restrictions on transfer or ownership are violated, the shares of
Preferred Stock represented hereby will be automatically transferred to a
Trustee of a Trust for the benefit of one or more Charitable Beneficiaries.

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In
addition, the Corporation may redeem shares upon the terms and conditions
specified by the Board of Directors in its sole discretion if the Board of
Directors determines that ownership or a Transfer or other event may violate
the restrictions described above. Furthermore, upon the occurrence of certain
events, attempted Transfers in violation of the restrictions described above
may be void ab initio. All capitalized terms in this legend have the meanings
defined in the charter of the Corporation, as the same may be amended from time
to time, a copy of which, including the restrictions on transfer and ownership,
will be furnished to each holder of Preferred Stock on request and without
charge.

Section
6.9 Transfer of Preferred Stock in Trust.

Section
6.9.1 Ownership in Trust. Upon any purported Transfer, Acquisition, or other
event described in 6.8.1(b) or (c) that may result in a transfer of shares of
Preferred Stock to a Trust, such shares of Preferred Stock shall be deemed to
have been transferred to the 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 purported Transfer, Acquisition, or other event that
results in the transfer to the Trust pursuant to Section 6.8.1. The Trustee
shall be appointed by the Corporation and shall be a Person who is not an
Affiliate of the Corporation, any Purported Beneficial Transferee, or any Purported
Record Transferee. Each Charitable Beneficiary shall be designated by the
Corporation as provided in Section 6.9.6.

Section
6.9.2 Status of Shares Held by the Trustee. Shares of Preferred Stock held by
the Trustee shall be issued and outstanding shares of Capital Stock. The
Purported Beneficial Transferee or Purported Record Transferee shall have no
rights in the shares held by the Trustee. The Purported Beneficial Transferee
or Purported Record 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.

Section
6.9.3 Dividend and Voting Rights. The Trustee shall have all voting rights and
rights to dividends with respect to shares of Preferred Stock held in the
Trust, which rights shall be exercised for the exclusive benefit of the
Charitable Beneficiary. Any dividend or distribution paid prior to the
discovery by the Corporation that the shares of Preferred Stock have been
transferred to the Trustee shall be paid with respect to such shares of
Preferred Stock to the Trustee upon demand, and any dividend or distribution
declared but unpaid shall be paid when due to the Trustee. Any dividends or
distributions so paid over to the Trustee shall be held in trust for the
Charitable Beneficiary. The Purported Record Transferee shall have no voting
rights with respect to shares held in the Trust and, subject to applicable law,
any vote cast by a Purported Record Transferee prior to the discovery by the
Corporation that the shares of Preferred Stock have been transferred to the
Trustee will be rescinded as void and shall be recast in accordance with the
desires of the Trustee acting for the benefit of the Charitable Beneficiary.

Section
6.9.4 Sale of Shares by Trustee. Within 20 days of receiving notice from the
Corporation that shares of Preferred Stock have been transferred to the Trust,
the

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Trustee
of the Trust shall sell the shares held in the Trust to one or more persons,
designated by the Trustee, whose ownership of the shares will not violate the
ownership limitations set forth in Section 6.8.1(a). Upon such sale, the interest
of the Charitable Beneficiary in the shares sold shall terminate and the
Trustee shall distribute the net proceeds of the sale to the Purported Record
Transferee and to the Charitable Beneficiary as provided in this Section 6.9.4.
The Purported Record Transferee shall receive the lesser of (1) the price paid
by the Purported Record Transferee for the shares or, if the Purported Record
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
net sales proceeds in excess of the amount payable to the Purported Record
Transferee shall be immediately paid to the Charitable Beneficiary. If, prior
to the discovery by the Corporation that shares of Preferred Stock have been
transferred to the Trustee, such shares are sold by a Purported Record
Transferee then (i) such shares shall be deemed to have been sold on behalf of
the Trust and (ii) to the extent that the Purported Record Transferee received
an amount for such shares that exceeds the amount that such Purported Record
Transferee was entitled to receive pursuant to this Section 6.9.4, such excess
shall be paid to the Trustee upon demand.

Section
6.9.5 Purchase Right in Stock Transferred to the Trustee. Shares of 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 until the Trustee has sold the shares held in the Trust
pursuant to Section 6.9.4. Upon such a sale to the Corporation, the interest of
the Charitable Beneficiary in the shares sold shall terminate and the Trustee
shall distribute the net proceeds of the sale to the Purported Record
Transferee.

Section
6.9.6 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 such that (i) the
shares of Preferred Stock held in the Trust would not violate the restrictions
set forth in Section 6.8.1(c) 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.

ARTICLE VII

GENERAL REIT PROVISIONS

Section
7.1 Termination of REIT Status. The Board of Directors of the Corporation shall
take no action to terminate the Corporations status as a REIT until such time
as (i) the Board of Directors adopts a resolution recommending that the
Corporation terminate its status as a REIT, (ii) the Board of Directors
presents the resolution for consideration at an annual or special meeting of
the stockholders and (iii) such resolution is approved by the vote of holders
of a majority of the shares entitled to be cast on the matter.

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Section
7.2 Exchange or Market Transactions. Nothing in Article VI or this Article VII
shall preclude the settlement of any transaction entered into through the
facilities of any national securities exchange or automated inter-dealer
quotation system. The fact that the settlement of any transaction is permitted
shall not negate the effect of any other provision of Article VI or this
Article VII and any transferee in such a transaction shall be subject to all of
the provisions and limitations set forth in Article VI and this Article VII.

Section
7.3 Severability. If any provision of Article VI or this Article VII or any
application of any such provision is determined to be invalid by any federal or
state court having jurisdiction over the issues, the validity 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.

ARTICLE VIII

CERTAIN DEFINITIONS

Unless
the context otherwise requires, the terms defined in this Article VIII shall
have, for all purposes of this Charter, the meanings herein specified (with
terms defined in the singular having comparable meanings when used in the
plural).

Acquire.
The term Acquire shall mean the acquisition of Beneficial Ownership or
Constructive Ownership of shares of Capital Stock by any means including,
without limitation, a Transfer, the exercise of or right to exercise any rights
under any option, warrant, convertible security, pledge or other security
interest or similar right to acquire shares, but shall not include the
acquisition of any such rights unless, as a result, the acquiror would be considered
a Beneficial Owner or Constructive Owner, as defined below. The term
Acquisition shall have the correlative meaning.

Affiliate.
The term Affiliate shall mean any Person in control of, under control of, or
under common control with, another Person. For purposes of the foregoing,
control, with respect to any Person, means the possession, directly or
indirectly through one or more intermediaries, of the power to direct or cause
the direction of the management and policies of such Person, whether through
ownership of voting securities or by contract or otherwise.

Aggregate
Stock Ownership Limit. The term Aggregate Stock Ownership Limit shall mean
not more than 5.0% (in value) of the aggregate of the outstanding shares of
Capital Stock. The number and value of shares of the outstanding shares of
Capital Stock shall be determined by the Board of Directors of the Corporation
in good faith, which determination shall be conclusive for all purposes hereof.

Beneficial
Ownership. The term Beneficial Ownership shall mean ownership of Capital
Stock by a Person who is or would be an actual owner of such shares of Capital
Stock or who is or would be treated as a constructive owner of such shares through
the application of Section 544 of the Code, as modified by Section 856(h)(1)(B)
of the Code (except where expressly provided otherwise). The terms Beneficial
Owner, Beneficially Owns and Beneficially Owned shall have the correlative
meanings.

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Business
Day. The term Business Day shall mean any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
in New York City are authorized or required by law, regulation or executive
order to close.

Capital
Stock. The term Capital Stock shall mean all classes or series of stock of
the Corporation, including, without limitation, Common Stock and Preferred
Stock.

Charitable
Beneficiary. The term Charitable Beneficiary shall mean one or more
beneficiaries of the Trust as determined pursuant to Section 6.7.6 or Section
6.9.6 each of which shall be an organization described in Sections
170(b)(1)(A), 170(c)(2) and 501(c)(3) of the Code.

Code.
The term Code shall mean the Internal Revenue Code of 1986, as amended from
time to time.

Common
Stock Affected Persons. The term Common Stock Affected Persons shall have the
meaning set forth in Section 6.6.1(c) herein.

Common
Stock Ownership Limit. The term Common Stock Ownership Limit shall mean not
more than 5.0% (in value or in number of shares, whichever is more restrictive)
of the aggregate of the outstanding shares of Common Stock of the Corporation.
The number and value of outstanding shares of Common Stock of the Corporation
shall be determined by the Board of Directors of the Corporation in good faith,
which determination shall be conclusive for all purposes.

Common
Stock Constructive Ownership Event. The term Common Stock Constructive
Ownership Event shall have the meaning set forth in Section 6.6.1(c).

Constructive
Ownership. The term Constructive Ownership shall mean ownership of Capital
Stock by a Person who is or would be an actual owner of Capital Stock or who is
or would be treated as a constructive owner of such shares through the
application of Section 318(a) of the Code, as modified by Section 856(d)(5) of
the Code. The terms Constructive Owner, Constructively Owns and
Constructively Owned shall have the correlative meanings.

Conversion.
The term Conversion shall mean a conversion of shares of Preferred Stock into
shares of Common Stock, as provided in any applicable provisions hereof or any
articles supplementary governing any class or series of the outstanding
Preferred Stock.

Conversion
Holder. The term Conversion Holder shall mean any Person who is the
Beneficial or Constructive Owner of shares of Common Stock in excess of the
Common Stock Ownership Limit by reason of the Conversion of (or the right to
convert) shares of Preferred Stock into shares of Common Stock.

Market
Price. The term Market Price on any date shall mean, with respect to any
class or series of outstanding shares of Capital Stock, the Closing Price for
such Capital Stock on such date. The Closing Price on any date shall mean the
last sale price for such Capital Stock, regular way, or, in case no such sale
takes place on such day, the average of the

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closing
bid and asked prices, regular way, for such Capital Stock 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 such
Capital Stock is not listed or admitted to trading on the NYSE, as reported in
the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which such
Capital Stock is listed or admitted to trading or, if such Capital 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 such Capital 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 such Capital Stock selected by the Board of
Directors of the Corporation.

NYSE.
The term NYSE shall mean the New York Stock Exchange.

Person.
The term Person shall mean an individual, corporation, partnership, estate,
trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the
Code), a portion of a trust permanently set aside for or to be used exclusively
for the purposes described in Section 642(c) of the Code, association, private
foundation within the meaning of Section 509(a) of the Code, joint stock
company or other entity.

Preferred
Stock Affected Persons. The term Preferred Stock Affected Persons shall have
the meaning set forth in Section 6.8.1(c) herein.

Preferred
Stock Constructive Ownership Event. The term Preferred Stock Constructive Ownership
Event shall have the meaning set forth in Section 6.8.1(c).

Preferred
Stock Ownership Limit. The term Preferred Stock Ownership Limit shall mean
not more than 5.0% (in value or in number of shares, whichever is more
restrictive) of any class or series of the outstanding Preferred Stock of the
Corporation. Notwithstanding the foregoing, if the Corporation issues
additional series of Preferred Stock, the Board of Directors of the Corporation
may increase or decrease the Preferred Stock Ownership Limit for any such
additional series of Preferred Stock when issued, provided such action does not
jeopardize the Corporations status as a REIT. The number and value of
outstanding shares of any class or series of the outstanding Preferred Stock of
the Corporation shall be determined by the Board of Directors of the
Corporation in good faith, which determination shall be conclusive for all
purposes.

Purported
Beneficial Transferee. The term Purported Beneficial Transferee shall mean,
with respect to any purported Transfer or Acquisition which results in a
transfer to a Trust, as provided in Section 6.7 or Section 6.9, the purported
beneficial transferee for whom the Purported Record Transferee would have
acquired shares of Capital Stock if such Transfer or Acquisition had not
violated the provisions of Sections 6.6.1 or 6.8.1. The Purported Beneficial
Transferee and the Purported Record Transferee may be the same Person.

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Purported
Record Transferee. The term Purported Record Transferee shall mean, with
respect to any purported Transfer or Acquisition which results in a transfer to
a Trust, as provided in Section 6.7 or Section 6.9, the Person who would have
been the record holder of the Capital Stock if such Transfer or Acquisition had
not violated the provisions of Sections 6.6.1 or 6.8.1. The Purported
Beneficial Transferee and the Purported Record Transferee may be the same
Person.

REIT.
The term REIT shall mean a real estate investment trust within the meaning of
Section 856 of the Code.

Restriction
Termination Date. The term Restriction Termination Date shall mean the first
day on which the Corporation determines pursuant to Section 7.1 hereof that it
is no longer in the best interests of the Corporation to attempt to, or
continue to, qualify as a REIT or that compliance with the restrictions and
limitations on Beneficial Ownership, Constructive Ownership and Transfers and
Acquisitions of shares of Capital Stock set forth herein is no longer required
in order for the Corporation to qualify as a REIT.

Transfer.
The term Transfer shall mean any sale, transfer, gift, assignment, devise or
other disposition of Capital Stock or the right to vote or receive dividends on
Capital Stock, including without limitation, (i) the granting of any option or
entering into any agreement for the sale transfer or other disposition of
Capital Stock or the right to vote or receive dividends on Capital Stock or
(ii) the sale, transfer, assignment or other disposition of any securities or
rights convertible into or exchangeable for Capital Stock, in each case whether
voluntary or involuntary, whether of record or Beneficially or Constructively
Owned (including without limitation Transfers of interests in other entities
which result in changes in Beneficial or Constructive Ownership of Capital
Stock), and whether by operation of law or otherwise. The terms Transferring
and Transferred shall have the correlative meanings.

Trust.
The term Trust shall mean each of the trusts provided for in Sections 6.7.1
and 6.9.1.

Trustee.
The term Trustee shall mean the Person unaffiliated with the Corporation, or
the Purported Beneficial Transferee, or the Purported Record Transferee, that
is appointed by the Corporation to serve as trustee of the Trust.

SECOND:
The Corporation hereby further amends its charter as currently in effect by
renumbering Article VII as Article IX and Article VIII as Article X.

THIRD:
The amendment to the charter of the Corporation as set forth above has been
duly advised by the Board of Directors and approved by the stockholders of the
Corporation as required by law.

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

Dated:
August 1, 2001

/s/
Randi Young Filip

Secretary

/s/
Leo Liebowitz

President

GETTY
REALTY CORP.

CORPORATE

SEAL

MARYLAND

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