<PAGE>
 
                                                                     EXHIBIT 3.1



                                    FORM OF
                                  ARTICLES OF
                           AMENDMENT AND RESTATEMENT

                                      OF

                     MARYLAND PROPERTY CAPITAL TRUST, INC.



                            Dated: __________, 1999
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                                    FORM OF
                                  ARTICLES OF
                           AMENDMENT AND RESTATEMENT
                                      OF
                     MARYLAND PROPERTY CAPITAL TRUST, INC.


THIS IS TO CERTIFY THAT:

    FIRST: Maryland Property Capital Trust, Inc., a Maryland corporation with
    -----                                                                    
its principal office in the State of Maryland and its resident agent as set
forth below in Articles IV and V, respectively, of these Articles of Amendment
and Restatement, desires to amend and restate its charter as filed with the
State Department of Assessments and Taxation on June 15, 1998, as set forth in
these Articles of Amendment and Restatement.

    SECOND:  The following provisions are all of the provisions of the charter
    ------                                                                    
currently in effect as hereinafter amended.

                                   ARTICLE I

                                 INCORPORATION
                                 -------------

    Eugenia B. Bettencourt, whose post office address is 53 State Street,
Boston, Massachusetts 02109, being at least 18 years of age, hereby forms a
corporation under the general corporation laws of the State of Maryland.


                                  ARTICLE II

                                     NAME
                                     ----

    The name of the corporation (the "Corporation") is:

                    "Maryland Property Capital Trust, Inc."


                                  ARTICLE III

                                   PURPOSES
                                   --------

    Purpose and Powers.  The purposes for which the Corporation is formed are to
    ------------------                                                          
engage in business as a real estate investment trust (a "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 other lawful act or activity for which
corporations may be organized under the Maryland General Corporation Law, as now
or hereafter in force (the "MGCL"). Without limiting the generality of the this
Article III, the purposes for which the Corporation is formed include
continuation of business heretofore conducted by Property Capital Trust, a
Massachusetts business trust being or to be merged into this Corporation. The
foregoing purposes shall be in no way limited or restricted by reference to, or
inference from, the terms of any other clause of these

                                       1
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Articles, as amended from time to time, 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.


                                  ARTICLE IV

                           PRINCIPAL OFFICE ADDRESS
                           ------------------------

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


                                   ARTICLE V

                              THE RESIDENT AGENT
                              ------------------

    The resident agent of the Corporation in Maryland is The Corporation Trust,
Inc., whose address is 32 South Street, Baltimore, Maryland  21202.


                                  ARTICLE VI

                              BOARD OF DIRECTORS
                              ------------------

    6.1   General Powers; Action by Committee.  The business and affairs of the
          -----------------------------------                                  
Corporation shall be managed under the direction of the Board of Directors and,
except as otherwise expressly provided by law, these Articles or the by-laws, as
amended from time to time (the "By-laws"), of the Corporation, all of the powers
of the Corporation shall be vested in such Board. Any action which the Board of
Directors is empowered to take may be taken on behalf of the Board of Directors
by a duly authorized committee thereof except (i) to the extent limited by
Maryland law, these Articles or the By-laws and (ii) for any action which
requires the affirmative vote or approval of a majority of all Directors then in
office (unless, in such case, these Articles or the By-laws specifically provide
that a duly authorized committee can take such action on behalf of the Board of
Directors). A majority of the Board of Directors shall constitute a quorum and,
except as otherwise specifically provided in these Articles, the affirmative
vote of a majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

    6.2   Number; Classes.  The number of Directors of the Corporation shall
          ---------------                                                   
initially be 3, which number may thereafter by increased or decreased from time
to time by a resolution duly adopted by the Board of Directors; provided,
                                                                -------- 
however, that the total number of Directors shall be not fewer than the minimum
-------                                                                        
number required by the MGCL.  The Board of Directors shall be divided into 3
classes (Class I, Class II and Class III), the number of Directors of each class
being as nearly equal as practical, with the term of office of one class
expiring each year.  No reduction in the number of Directors shall cause the
removal of any Director from office prior to the expiration of his or her term.
Immediately following the effectiveness of these Articles of Incorporation, the
Directors of the Corporation shall be as follows:

            Class I           Class II            Class III
            -------           --------            ---------
            Bruce A. Beal     Robert A. Beal      Michael A. Manzo

                                       2
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    6.3   Term; Election.  The respective terms of the Directors shall continue
          --------------                                                       
until the annual meeting of stockholders held in 1999 in the case of Class I
Directors, in 2000 in the case of Class II Directors and in 2001 in the case of
Class III Directors.  The Directors elected at each annual meeting of
stockholders shall hold office until their successors are duly elected and
qualified or until their earlier resignation or removal.

    Notwithstanding the foregoing, whenever, pursuant to the provisions of
Article VII of these Articles, the holders of any one or more series of Stock
shall have the right, voting separately as a series or together with holders of
other such series, to elect Directors at an annual or special meeting of
stockholders, the election, term of office, filling of vacancies and other
features of such directorships shall be governed by the terms of these Articles
and any articles supplementary applicable thereto.

    During any period when the holders of any series of Stock have the right to
elect additional Directors as provided for or fixed pursuant to the provisions
of Article VII of these Articles, then upon commencement and for the duration of
the period during which such right continues: (a) the then otherwise total
authorized number of Directors of the Corporation shall automatically be
increased by such specified number of Directors, and the holders of such Stock
shall be entitled to elect the additional Directors so provided for or fixed
pursuant to said provisions and (b) each such additional Director shall serve
until such Director's successor shall have been duly elected and qualified, or
until such Director's right to hold such office terminates pursuant to said
provisions, whichever occurs earlier, subject to such Director's earlier death,
disqualification, resignation or removal. Except as otherwise provided by the
Board of Directors in the resolution or resolutions establishing such series,
whenever the holders of any series of Stock having such right to elect
additional Directors are divested of such right pursuant to the provisions of
such Stock, the terms of office of all such additional Directors elected by the
holders of such Stock, or elected to fill any vacancies resulting from the
death, resignation, disqualification or removal of such additional Directors,
shall forthwith terminate and the total authorized number of Directors of the
Corporation shall be reduced accordingly.

    6.4   Resignation or Removal of Directors.  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. Subject to the
rights, if any, of the holders of any series of Stock to elect Directors and to
remove any Director whom such holders have the right to elect, any Director
(including persons elected by Directors to fill vacancies in the Board of
Directors) may be removed from office (a) only with cause and (b) only by the
affirmative vote of the holders of at least a majority of the shares then
entitled to vote at a meeting of the stockholders called for that purpose. For
purposes of these Articles, "cause," with respect to the removal of any
Director, shall mean only (i) conviction of a felony, (ii) declaration of
unsound mind by order of a court, (iii) gross dereliction of duty, (iv)
commission of any act involving moral turpitude or (v) commission of an act that
constitutes intentional misconduct or a knowing violation of law if such action
in either event results both in an improper substantial personal benefit to such
Director and a material injury to the Corporation.

    6.5   Vacancies.  Subject to the rights, if any, of the holders of any class
          ---------                                                             
or series of Stock to elect Directors and to fill vacancies on the Board of
Directors relating thereto, any vacancy on the Board of Directors which results
from the removal of a Director for cause shall be filled by the affirmative vote
of a majority of votes cast by the stockholders normally entitled to vote in the
election of Directors at a meeting of stockholders. Any vacancy occurring on the
Board of Directors for any other reason, except as a result of an increase in
the number of Directors, may be filled by a majority vote of the remaining
Directors, notwithstanding that such majority is less than a quorum. Any vacancy
occurring on the Board of Directors as a result of an increase in the number of
Directors may be filled by a majority vote of the entire Board of Directors. A
Director elected by the Board of Directors or the stockholders to fill a vacancy
shall hold

                                       3
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office until the annual meeting of stockholders at which Directors of the
applicable Class of Directors will be elected and until his or her successor is
elected and qualified. In the event of a vacancy in the Board of Directors, the
remaining Directors, except as otherwise provided by law, may exercise the
powers of the full Board of Directors until such vacancy is filled.

    6.6   Powers.  Subject to the express limitations herein or in the By-laws,
          ------                                                               
the business and affairs of the Corporation shall be managed under the direction
of the Board of Directors. These Articles, 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. The determination as to any of the following
matters, made in good faith by or pursuant to the direction of the Board of
Directors consistent with these Articles and in the absence of actual receipt of
an improper benefit in money, property or services or active and deliberate
dishonesty established by a court, shall be final and conclusive and shall be
binding upon the Corporation and every holder of shares of its Stock: the amount
of the net income of the Corporation for any period and the amount of assets at
any time legally available for the payment of dividends, redemption of its Stock
or the payment of other distributions on its Stock; the amount of paid-in
surplus, net assets, other surplus, annual or other net profit, net assets in
excess of capital, undivided profits or excess of profits over losses on sales
of assets; the amount, purpose, time of creation, increase or decrease,
alteration or cancellation of any reserves or charges and the propriety thereof
(whether or not any obligation or liability for which such reserves or charges
shall have been created shall have been paid or discharged); the fair value, or
any sale, bid or asked price to be applied in determining the fair value, of any
asset owned or held by the Corporation; any matter relating to the acquisition,
holding and disposition of any assets by the Corporation; or any other matter
relating to the business and affairs of the Corporation.


                                  ARTICLE VII

                                     STOCK
                                     -----

    7.1   Authorized Stock.  The total number of shares of Stock which the
          ----------------                                                
Corporation has authority to issue is thirty million (30,000,000) shares,
initially consisting of (i) five million (5,000,000) shares of Preferred Stock,
par value $.01 per share; (ii) ten million (10,000,000) shares of Common Stock,
par value $.01 per share; and (iii) fifteen million (15,000,000) shares of
Excess Stock, par value $.01 per share. The aggregate par value of all the
shares of all classes of Stock is three hundred thousand dollars ($300,000). If
shares of one class of Stock are classified or reclassified into shares of
another class of Stock pursuant to this Article VII, the number of authorized
shares of the former class shall be automatically decreased and the number of
shares of the latter class shall be automatically increased, in each case by the
number of shares so classified or reclassified, so that the aggregate number of
shares of Stock of all classes that the Corporation has authority to issue shall
not be more than the total number of shares of Stock set forth in the first
sentence of this paragraph.

    7.2   Preferred Stock.  Subject to any limitations prescribed by law, the
          ---------------                                                    
Board of Directors is expressly authorized to classify any unissued shares of
Preferred Stock and reclassify any previously classified but unissued shares of
Preferred Stock of any series from time to time, in one or more classes or
series of such Stock and, by filing articles supplementary with the State
Department of Assessments and Taxation of Maryland, to establish or change from
time to time the number of shares to be included in each such class or series,
and to fix the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications and terms and conditions of redemption of each class or series.
Any action by the Board of Directors under this Section 7.2 of Article VII shall
require the affirmative vote of a majority of the Directors then in office;
provided, however, that by the   
--------  -------                                                             

                                       4
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affirmative vote of a majority of the Directors then in office, the Board of
Directors may appoint a committee to act on behalf of the Board of Directors
under this Section 7.2, and in such event the affirmative vote of a majority of
the members of such committee then in office shall be required for any action
under this Section 7.2.

    7.3   Common Stock.  Except as provided by law or in this Article VII (or in
          -------------                                                         
any articles supplementary regarding any class or series of Preferred Stock):

          7.3.1  Voting Rights.  The holders of shares of Common Stock shall be
                 -------------                                                 
    entitled to vote for the election of Directors and on all other matters
    requiring stockholder action, and each holder of shares of Common Stock
    shall be entitled to one vote for each share of Common Stock held by such
    stockholder.

          7.3.2  Dividend Rights.  Holders of Common Stock shall be entitled to
                 ---------------                                               
    receive such dividends and other distributions in cash, Stock or property of
    the Corporation as may be authorized and declared by the Board of Directors
    upon the Common Stock  and, if any Excess Stock resulting from the
    conversion of Common Stock is then outstanding, such Excess Stock out of any
    assets or funds of the Corporation legally available therefor, but only when
    and as authorized by the Board of Directors or any authorized committee
    thereof from time to time, and shall share ratably with the holders of such
    Excess Stock resulting from the conversion of Common Stock in any such
    dividend or distribution.

          Before payment of any dividends or other distributions, there may be
    set aside out of any assets of the Corporation available for dividends or
    other distributions such sum or sums as the Board of Directors may from to
    time, in its absolute discretion, think proper as a reserve fund for
    contingencies, for equalizing dividends or other distributions, for
    repairing or maintaining any property of the Corporation or for such other
    purpose as the Board of Directors shall determine to be in the best interest
    of the Corporation, and the Board of Directors may modify or abolish any
    such reserve in the manner in which it was created.

          7.3.3  Rights Upon Liquidation.  Upon the voluntary or involuntary
                 -----------------------                                    
    liquidation, dissolution or winding up of the Corporation, subject to the
    rights of holders of any shares of Preferred Stock and Excess Stock
    resulting from the conversion of Preferred Stock, the net assets of the
    Corporation available for distribution to the holders of Common Stock, and,
    if any Excess Stock resulting from the conversion of Common Stock is then
    outstanding, such Excess Stock, shall be distributed pro rata to such
    holders in proportion to the number of shares of Common Stock and such
    Excess Stock held by each.

    7.4   Excess Stock.  For the purposes of this Section 7.4, terms not 
          ------------                                                   
otherwise defined shall have the meanings set forth in Article IX.

          7.4.1  Conversion into Excess Stock.
                 ---------------------------- 

                 (a) If, notwithstanding the other provisions contained in these
          Articles, prior to the Restriction Termination Date, there is a
          purported Transfer or Non-Transfer Event such that any Person (other
          than a Look-Through Entity) would Beneficially Own shares of Equity
          Stock in excess of the Ownership Limit, or such that any Person that
          is a Look-Through Entity would Beneficially Own shares of Equity Stock
          in excess of the Look-Through Limit, then, (i) except as otherwise
          provided in Section 9.4 of Article IX, the purported transferee shall
          be

                                       5
<PAGE>
 
          deemed to be a Prohibited Owner and shall acquire no right or interest
          (or, in the case of a Non-Transfer Event, the Person holding record
          title to the shares of Equity Stock Beneficially Owned by such
          Beneficial Owner shall cease to own any right or interest) in such
          number of shares of Equity Stock which would cause such Beneficial
          Owner to Beneficially Own shares of Equity Stock in excess of the
          Ownership Limit or the Look-Through Limit, as the case may be, (ii)
          such number of shares of Equity Stock in excess of the Ownership Limit
          or the Look-Through Limit, as the case may be (rounded up to the
          nearest whole share), shall be automatically converted into an equal
          number of shares of Excess Stock and transferred to a Trust in
          accordance with Section 7.4.4 of this Article VII and (iii) the
          Prohibited Owner shall submit the certificates representing such
          number of shares of Equity Stock to the Corporation, accompanied by
          all requisite and duly executed assignments of transfer thereof, for
          registration in the name of the Trustee of the Trust. If the shares of
          Equity Stock that are converted into Excess Stock are not shares of
          Common Stock, then the Excess Stock into which they are converted
          shall be deemed to be a separate series of Excess Stock with a
          designation and title corresponding to the designation and title of
          the shares that have been converted into the Excess Stock. Such
          conversion into Excess Stock and transfer to a Trust shall be
          effective as of the close of trading on the Trading Day prior to the
          date of the purported Transfer or Non-Transfer Event, as the case may
          be, even though the certificates representing the shares of Equity
          Stock so converted may be submitted to the Corporation at a later
          date.

                 (b) If, notwithstanding the other provisions contained in these
          Articles, prior to the Restriction Termination Date there is a
          purported Transfer or Non-Transfer Event that, if effective, would (i)
          result in the Corporation being "closely held" within the meaning of
          Section 856(h) of the Code, (ii) cause the Corporation to
          Constructively Own 10% or more of the ownership interest in a tenant
          of the Corporation's or a Subsidiary's real property within the
          meaning of Section 856(d)(2)(B) of the Code or (iii) result in the
          shares of Equity Stock being beneficially owned by fewer than 100
          persons within the meaning of Section 856(a)(5) of the Code, then (x)
          the purported transferee shall be deemed to be a Prohibited Owner and
          shall acquire no right or interest (or, in the case of a Non-Transfer
          Event, the Person holding record title of the shares of Equity Stock
          with respect to which such Non-Transfer Event occurred shall cease to
          own any right or interest) in such number of shares of Equity Stock,
          the ownership of which by such purported transferee or record holder
          would (A) result in the Corporation being "closely held" within the
          meaning of Section 856(h) of the Code, (B) cause the Corporation to
          Constructively Own 10% or more of the ownership interests in a tenant
          of the Corporation's or a Subsidiary's real property within the
          meaning of Section 856(d)(2)(B) of the Code or (C) result in the
          shares of Equity Stock being beneficially owned by fewer than 100
          persons within the meaning of Section 856(a)(5) of the Code, (y) such
          number of shares of Equity Stock (rounded up to the nearest whole
          share) shall be automatically converted into an equal number of shares
          of Excess Stock and transferred to a Trust in accordance with Section
          7.4.4 of this Article VII and (z) the Prohibited Owner shall submit
          such number of shares of Equity Stock to the Corporation, accompanied
          by all requisite and duly executed assignments of transfer thereof,
          for registration in the name of the Trustee of the Trust. If the
          shares of Equity Stock that are converted into Excess Stock are not
          shares of Common Stock, then the Excess Stock into which they are
          converted shall be deemed to be a separate series of Excess Stock with
          a designation and title corresponding to the designation and title of
          the shares that have been converted into the Excess Stock. Such
          conversion into Excess Stock and transfer to a Trust shall be
          effective as of the close of trading on the Trading Day prior to the
          date of the purported Transfer or Non-Transfer Event, as the case may
          be, even though the certificates representing the shares of Equity
          Stock so converted may be submitted to the Corporation at a

                                       6
<PAGE>
 
          later date.

                 (c) Upon the occurrence of such a conversion of shares of
          Equity Stock into an equal number of shares of Excess Stock, such
          shares of Equity Stock shall be automatically retired and canceled,
          without any action required by the Board of Directors of the
          Corporation, and shall thereupon be restored to the status of
          authorized but unissued shares of the particular class or series of
          Equity Stock from which such Excess Stock was converted and may be
          reissued by the Corporation as that particular class or series of
          Equity Stock.

          7.4.2  Remedies for Breach.  If the Corporation, or its designees, 
                 -------------------      
shall at any time determine in good faith that a Transfer has taken place in
violation of Section 9.2 of Article IX or that a Person intends to acquire or
has attempted to acquire Beneficial Ownership or Constructive Ownership of any
shares of Equity Stock in violation of Section 9.2 of Article IX, the
Corporation shall take such action as it deems advisable to refuse to give
effect to or to prevent such Transfer or acquisition, including, but not limited
to, refusing to give effect to such Transfer on the stock transfer books of the
Corporation or instituting proceedings to enjoin such Transfer or acquisition,
but the failure to take any such action shall not affect the automatic
conversion of shares of Equity Stock into Excess Stock and their transfer to a
Trust in accordance with Section 7.4.4.

          7.4.3  Notice of Restricted Transfer.  Any Person who acquires or
                 -----------------------------                             
attempts to acquire shares of Equity Stock in violation of Section 9.2 of
Article IX, or any Person who owns shares of Equity Stock that were converted
into shares of Excess Stock and transferred to a Trust pursuant to Sections
7.4.1 and 7.4.4 of this Article VII, shall immediately give written notice to
the Corporation of such event and shall provide to the Corporation such other
information as the Corporation may request in order to determine the effect, if
any, of such Transfer or Non-Transfer Event, as the case may be, on the
Corporation's status as a REIT.

          7.4.4  Ownership in Trust.  Upon any purported Transfer or 
                 ------------------     
Non-Transfer Event that results in Excess Stock pursuant to Section 7.4.1 of
this Article VII, (i) the Corporation shall create, or cause to be created, a
Trust, and shall designate a Trustee and name a Beneficiary thereof and (ii)
such Excess Stock shall be automatically transferred to such Trust to be held
for the exclusive benefit of the Beneficiary. Any conversion of shares of Equity
Stock into shares of Excess Stock and transfer to a Trust shall be effective as
of the close of trading on the Trading Day prior to the date of the purported
Transfer or Non-Transfer Event that results in the conversion. Shares of Excess
Stock so held in trust shall remain issued and outstanding shares of Stock of
the Corporation.

          7.4.5  Dividend Rights.  Each share of Excess Stock shall be 
                 ---------------        
entitled to the same dividends and distributions (as to both timing and amount)
as may be authorized by the Board of Directors with respect to shares of the
same class and series as the shares of Equity Stock that were converted into
such Excess Stock. The Trustee, as record holder of the shares of Excess Stock,
shall be entitled to receive all dividends and distributions and shall hold all
such dividends or distributions in trust for the benefit of the Beneficiary. The
Prohibited Owner with respect to such shares of Excess Stock shall repay to the
Trust the amount of any dividends or distributions received by it that are (i)
attributable to any shares of Equity Stock that have been converted into shares
of Excess Stock and (ii) dividends or distributions which were distributed by
the Corporation to stockholders of record on a record date which was on or after
the date that such shares were converted into shares of Excess Stock. The
Corporation shall take all measures that it determines reasonably necessary to
recover the amount of any such dividend or distribution paid to a Prohibited
Owner, including, if necessary, withholding any portion of future dividends or
distributions payable on shares of Equity Stock Beneficially Owned

                                       7
<PAGE>
 
    by the Person who, but for the provisions of Articles VII and IX, would
    Constructively Own or Beneficially Own the shares of Equity Stock that were
    converted into shares of Excess Stock; and, as soon as reasonably
    practicable following the Corporation's receipt or withholding thereof,
    shall pay over to the Trust for the benefit of the Beneficiary the dividends
    so received or withheld, as the case may be.

        7.4.6  Rights upon Liquidation.  In the event of any voluntary or
               -----------------------                                   
    involuntary liquidation of, or winding up of, or any distribution of the
    assets of, the Corporation, each holder of shares of Excess Stock shall be
    entitled to receive, ratably with each other holder of shares of Equity
    Stock of the same class and series as the shares which were converted into
    such Excess Stock and other holders of such Excess Stock, that portion of
    the assets of the Corporation that is available for distribution to the
    holders of shares of such class and series of Equity Stock and such Excess
    Stock.  The Trust shall distribute to the Prohibited Owner the amounts
    received upon such liquidation, dissolution, or winding up, or distribution;
    provided, however, that the Prohibited Owner shall not be entitled to
    --------  -------                                                    
    receive amounts in excess of, in the case of a purported Transfer in which
    the Prohibited Owner gave value for shares of Equity Stock and which
    Transfer resulted in the conversion of the shares into shares of Excess
    Stock, the product of (x) the price per share, if any, such Prohibited Owner
    paid for the shares of Equity Stock and (y) the number of shares of Equity
    Stock which were so converted into Excess Stock, and, in the case of a Non-
    Transfer Event or purported Transfer in which the Prohibited Owner did not
    give value for such shares (e.g., if the shares were received through a gift
    or devise) and which Non-Transfer Event or purported Transfer, as the case
    may be, resulted in the conversion of the shares into shares of Excess
    Stock, the product of (x) the price per share equal to the Market Price on
    the date of such Non-Transfer Event or purported Transfer and (y) the number
    of shares of Equity Stock which were so converted into Excess Stock.  Any
    remaining amount in such Trust shall be distributed to the Beneficiary.

        7.4.7  Voting Rights.  Each share of Excess Stock shall entitle the
               -------------                                               
    holder to no voting rights other than those voting rights which must
    accompany a class of Stock under Maryland law.  The Trustee, as record
    holder of the Excess Stock, shall be entitled to vote all shares of Excess
    Stock in the event voting rights are mandated by Maryland law.  Any vote by
    a Prohibited Owner as a purported holder of shares of Equity Stock prior to
    the discovery by the Corporation that such shares of Equity Stock have been
    converted into shares of Excess Stock shall, subject to applicable law, (i)
    be rescinded and shall be void ab initio with respect to such shares of
                                   -- ------                               
    Excess Stock and (ii) be recast in accordance with the desires of the
    Trustee acting for the benefit of the Beneficiary; provided, however, that
                                                       --------  -------      
    if the Corporation has already taken irreversible corporate action, then the
    Trustee shall not have the authority to rescind and recast such vote.

        7.4.8  Designation of Permitted Transferee.
               ----------------------------------- 

        (a)    As soon as practicable after the Trustee acquires Excess Stock,
but in an orderly fashion so as not to materially adversely affect the trading
price of Common Stock, the Trustee shall designate one or more Persons as
Permitted Transferees and sell to such Permitted Transferees any shares of
Excess Stock held by the Trustee; provided, however, that (i) any Permitted
                                  --------  -------
Transferee so designated purchases for valuable consideration (whether in a
public or private sale) the shares of Excess Stock and (ii) any Permitted
Transferee so designated may acquire such shares of Excess Stock without
violating any of the restrictions set forth in Section 9.2 of Article IX and
without such acquisition resulting in the conversion of the shares of Equity
Stock so acquired into shares of Excess Stock and the transfer of such shares to
a Trust pursuant to Sections 7.4.1 and 7.4.4 of this Article VII. The Trustee
shall have the exclusive and absolute right to designate Permitted Transferees
of any and all shares of Excess Stock. Prior to any transfer by the Trustee

                                       8
<PAGE>
 
of shares of Excess Stock to a Permitted Transferee, the Trustee shall give not
less than five Trading Days' prior written notice to the Corporation of such
intended transfer and the Corporation must have waived in writing its purchase
rights, if any, under Section 7.4.10 of this Article VII.

        (b)    Subject to Section 7.4.8, upon the designation by the Trustee of
a Permitted Transferee in accordance with the provisions of this Section 7.4.8,
the Trustee shall cause to be transferred to the Permitted Transferee shares of
Excess Stock acquired by the Trustee pursuant to Section 7.4.4 of this Article
VII. Upon such transfer of shares of Excess Stock to the Permitted Transferee,
such shares of Excess Stock shall be automatically converted into an equal
number of shares of Equity Stock of the same class and series which was
converted into such Excess Stock. Upon the occurrence of such a conversion of
shares of Excess Stock into an equal number of shares of Equity Stock, such
shares of Excess Stock shall be automatically retired and canceled, without any
action required by the Board of Directors of the Corporation, and shall
thereupon be restored to the status of authorized but unissued shares of Excess
Stock and may be reissued by the Corporation as Excess Stock. The Trustee shall
(i) cause to be recorded on the stock transfer books of the Corporation that the
Permitted Transferee is the holder of record of such number of shares of Equity
Stock, and (ii) distribute to the Beneficiary any and all amounts held with
respect to such shares of Excess Stock after making payment to the Prohibited
Owner pursuant to Section 7.4.9 of this Article VII.

        (c)    If the Transfer of shares of Excess Stock to a purported
Permitted Transferee would or does violate any of the transfer restrictions set
forth in Section 9.2 of Article IX, such Transfer shall be void ab initio as to
                                                                -- ------
that number of shares of Excess Stock that cause the violation of any such
restriction when such shares are converted into shares of Equity Stock (as
described in clause (b) above) and the purported Permitted Transferee shall be
deemed to be a Prohibited Owner and shall acquire no rights in such shares of
Excess Stock or Equity Stock. Such shares of Equity Stock shall be automatically
re-converted into Excess Stock and transferred to the Trust from which they were
originally Transferred. Such conversion and transfer to the Trust shall be
effective as of the close of trading on the Trading Day prior to the date of the
Transfer to the purported Permitted Transferee and the provisions of this
Article VII shall apply to such shares, including, without limitation, the
provisions of Sections 7.4.8 through 7.4.10 with respect to any future Transfer
of such shares by the Trust.

        7.4.9  Compensation to Record Holder of Shares of Equity Stock That Are
               ----------------------------------------------------------------
    Converted into Shares of Excess Stock.  Any Prohibited Owner shall be
    -------------------------------------                                
    entitled (following acquisition of the shares of Excess Stock and subsequent
    designation of and sale of Excess Stock to a Permitted Transferee in
    accordance with Section 7.4.8 of this Article VII or following the purchase
    of such shares in accordance with Section 7.4.10 of this Article VII) to
    receive from the Trustee following the sale or other disposition of such
    shares of Excess Stock the lesser of (i) (a) in the case of a purported
    Transfer in which the Prohibited Owner gave value for shares of Equity Stock
    and which Transfer resulted in the conversion of such shares into shares of
    Excess Stock, the product of (x) the price per share, if any, such
    Prohibited Owner paid for the shares of Equity Stock and (y) the number of
    shares of Equity Stock which were so converted into Excess Stock and (b) in
    the case of a Non-Transfer Event or purported Transfer in which the
    Prohibited Owner did not give value for such shares (e.g., if the shares
    were received through a gift or devise) and which Non-Transfer Event or
    purported Transfer, as the case may be, resulted in the conversion of such
    shares into shares of Excess Stock, the product of (x) the price per share
    equal to the Market Price on the date of such Non-Transfer Event or
    purported Transfer and (y) the number of shares of Equity Stock which were
    so converted into Excess Stock or (ii) the proceeds received by the Trustee
    from the sale or other disposition of such shares of Excess Stock in
    accordance with Section 7.4.8 or Section 7.4.10 of this Article VII. Any
    amounts received by the Trustee in respect of such shares of Excess Stock
    and in excess of such 

                                       9
<PAGE>
 
    amounts to be paid to the Prohibited Owner pursuant to this Section 7.4.9
    shall be distributed to the Beneficiary in accordance with the provisions of
    Section 7.4.8 of this Article VII. Each Beneficiary and Prohibited Owner
    shall be deemed to have waived any and all claims that it may have against
    the Trustee and the Trust arising out of the disposition of shares of Excess
    Stock, except for claims arising out of the gross negligence or willful
    misconduct of, or any failure to make payments in accordance with this
    Section 7.4 of this Article VII, by such Trustee.

          7.4.10  Purchase Right in Excess Stock.  Shares of Excess Stock 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 created such shares of Excess Stock (or, in the case of a
    Non-Transfer Event or Transfer in which the Prohibited Owner did not give
    value for the shares (e.g., if the shares were received through a gift or
    devise), the Market Price on the date of such Non-Transfer Event or Transfer
    in which the Prohibited Owner did not give value for the shares) or (ii) the
    Market Price on the date the Corporation, or its designee, accepts such
    offer.  The Corporation shall have the right to accept such offer for a
    period of 90 days following the later of (a) the date of the Non-Transfer
    Event or purported Transfer which results in such shares of Excess Stock or
    (b) the date the Board of Directors first determines that a Transfer or Non-
    Transfer Event resulting in shares of Excess Stock has occurred, if the
    Corporation does not receive a notice of such Transfer or Non-Transfer Event
    pursuant to Section 7.4.3 of this Article VII.

    7.5   Classification of Stock.  The Board of Directors may classify or
          -----------------------                                         
reclassify any unissued shares of Stock from time to time by setting or changing
the preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications, and terms
and conditions of redemption for each class or series, 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.

    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 share split or dividend), subject to such
restrictions or limitations, if any, as may be set forth in these Articles or
the By-laws of the Corporation.

    7.7   Dividends or Distributions.  The Directors may from time to time
          --------------------------                                      
authorize and 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 Directors in their discretion shall
determine.

    7.8   Ambiguity.  In the case of an ambiguity in the application of any of
          ---------
the provisions of this Article VII, the Board of Directors shall have the power
to determine the application of the provisions of this Article VII with respect
to any situation based on the facts known to it.

    7.9   Legend.  Except as otherwise determined by the Board of Directors,
          ------
each certificate for shares of Equity Stock shall bear substantially the
following legend:

          "The shares of Property Capital Trust, Inc. (the
          "Corporation") represented by this certificate are subject
          to restrictions set forth in the Corporation's charter, as
          the same may be amended from time to time, which prohibit in
          general (a) any Person (other than a Look-Through Entity)
          from Beneficially Owning shares of Equity Stock in excess of
          the Ownership Limit, (b) any Look-Through Entity

                                       10
<PAGE>
 
          from Beneficially Owning shares of Equity Stock in excess of
          the Look-Through Ownership Limit and (c) any Person from
          acquiring or maintaining any ownership interest in the stock
          of the Corporation that is inconsistent with (i) the
          requirements of the Internal Revenue Code of 1986, as
          amended, pertaining to real estate investment trusts or (ii)
          the charter of the Corporation, and the holder of this
          certificate by his, her or its acceptance hereof consents to
          be bound by such restrictions. Capitalized terms used in
          this paragraph and not defined herein are defined in the
          Corporation's charter, as the same may be amended from time
          to time.

          The Corporation will furnish without charge, to each
          stockholder who so requests, a copy of the relevant
          provisions of the charter and the by-laws, each as amended,
          of the Corporation, a copy of the provisions setting forth
          the designations, preferences, privileges and rights of each
          class of stock or series thereof that the Corporation is
          authorized to issue and the qualifications, limitations and
          restrictions of such preferences and/or rights. Any such
          request may be addressed to the Secretary of the Corporation
          or to the transfer agent named on the face hereof."

    7.10  Severability.  Each provision of this Article VII shall be severable
          ------------                                                        
and an adverse determination as to any such provision shall in no way affect the
validity of any other provision.

    7.11  Articles and By-laws.  All persons who shall acquire Stock in the
          --------------------                                             
Corporation shall acquire the same subject to the provisions of these Articles
and the By-laws.

                                 ARTICLE VIII

                        LIMITATION ON PREEMPTIVE RIGHTS
                        -------------------------------

    No holder of any 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 by articles supplementary, by contract or otherwise; and any
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 OF EQUITY STOCK
             -----------------------------------------------------

    9.1   Definitions.  For purposes of this Article IX, the following terms
          -----------
shall have the meanings set forth below:

          "Beneficial Ownership," when used with respect to ownership of shares
           --------------------
of Equity Stock by any Person, shall mean all shares of Equity Stock which are
(i) directly owned by such Person, (ii) indirectly owned by such Person (if such
Person is an "individual" as defined in Section 542(a)(2) of the Code) taking
into account the constructive ownership rules of Section 544 of the Code, as
modified by

                                       11
<PAGE>
 
Section 856(h)(1)(B) of the Code, or (iii) beneficially owned by such Person
pursuant to Rule 13d-3 under the Exchange Act of 1934; provided, however, that
                                                       --------  -------
in determining the number of shares Beneficially Owned by a Person or group, no
share shall be counted more than once although applicable to two or more of
clauses (i), (ii) and (iii) of this definition or (in the case of a group)
although Beneficially Owned by more than one Person in such group. (If a Person
Beneficially Owns shares of Equity Stock that are not actually outstanding
(e.g., shares issuable upon the exercise of an option or convertible security)
("Option Shares"), then, whenever these Articles require a determination of the
percentage of outstanding shares of a class of Equity Stock Beneficially Owned
by that Person, the Option Shares Beneficially Owned by that Person shall also
be deemed to be outstanding.)

          "Beneficiary" shall mean, with respect to any Trust, one or more
           -----------                                                    
organizations described in each of Section 170(b)(1)(A) (other than clauses
(vii) and (viii) thereof) and Section 170(c)(2) of the Code that are named by
the Corporation as the beneficiary or beneficiaries of such Trust, in accordance
with the provisions of Section 7.4.4 of Article VII.

          "Code" shall mean the Internal Revenue Code of 1986, as amended.
           ----                                                           

          "Constructive Ownership" shall mean ownership of shares of Equity
           ----------------------
Stock by a Person who is or would be treated as a direct or indirect owner of
such shares of Equity Stock through the application of Section 318 of the Code,
as modified by Section 856(d)(5) of the Code. The terms "Constructive Owner,"
                                                         ------------------
"Constructively Owns" and "Constructively Owned" shall have correlative
 -------------------       --------------------                        
meanings.

          "Equity Stock" shall mean a particular class (other than Excess Stock)
           ------------                                                         
or series of stock of the Corporation.  The use of the term "Equity Stock" or
any term defined by reference to the term "Equity Stock" shall refer to the
particular class or series of stock which is appropriate under the context.

          "Look-Through Entity" shall mean a Person that is either (i) a trust
           -------------------                                                
described in Section 401(a) of the Code and exempt from tax under Section 501(a)
of the Code as modified by Section 856(h)(3) of the Code or (ii) registered
under the Investment Company Act of 1940.

          "Look-Through Ownership Limit" shall mean, with respect to a class or
           ----------------------------                                        
series of Equity Stock, 15% of the number of outstanding shares of such Equity
Stock.

          "Market Price" of Equity Stock on any date shall mean the average of
           ------------
the Closing Price for shares of such Equity Stock for the five consecutive
Trading Days ending on such date. The "Closing Price" on any date shall mean (A)
                                       -------------
where there exists a public market for the Corporation's Equity Stock, the last
sale price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the American Stock Exchange or,
if the shares of Equity Stock are not listed or admitted to trading on the
American Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the shares of Equity Stock are listed or admitted
to trading or, if the shares of Equity Stock are 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 Nasdaq Stock Market, Inc. or, if such system is no
longer in use, the principal other automated quotation system that may then be
in use or (B) if no public market for the Equity Stock exists, the Closing Price
will be determined by a single, independent appraiser selected by a committee
composed of Directors who are not officers or employees of the Corporation or
any affiliate thereof which appraiser shall appraise the Market Price for such
Equity Stock within such guidelines as shall

                                       12
<PAGE>
 
be determined by such committee.

          "Non-Transfer Event" shall mean an event other than a purported
           ------------------
Transfer that would cause (a) any Person (other than a Look-Through Entity) to
Beneficially Own shares of Equity Stock in excess of the Ownership Limit or (b)
any Look-Through Entity to Beneficially Own shares of Equity Stock in excess of
the Look-Through Ownership Limit. Non-Transfer Events include but are not
limited to (i) the granting of any option or entering into any agreement for the
sale, transfer or other disposition of shares (or of Beneficial Ownership of
shares) of Equity Stock or (ii) the sale, transfer, assignment or other
disposition of interests in any Person or of any securities or rights
convertible into or exchangeable for shares of Equity Stock or for interests in
any Person that results in changes in Beneficial Ownership of shares of Equity
Stock.

          "Ownership Limit" shall mean, with respect to a class or series of
           ---------------                                                  
Equity Stock, ____% of the number of outstanding shares of such Equity Stock.

          "Permitted Transferee" shall mean any Person designated as a Permitted
           --------------------                                                 
Transferee in accordance with the provisions of Section 7.4.8 of Article VII.

          "Person" shall mean (a) an individual or any corporation, partnership,
           ------                                                               
estate, trust, association, private foundation, joint stock company or any other
entity and (b) a "group" as that term is used for purposes of Section 13(d)(3)
of the Exchange Act; but shall not include an underwriter that participates in a
public offering of Equity Stock for a period of 90 days following purchase by
such underwriter of such Equity Stock.

          "Prohibited Owner" shall mean, with respect to any purported Transfer
           ----------------
or Non-Transfer Event, any Person who is prevented from becoming or remaining
the owner of record title to shares of Equity Stock by the provisions of Section
7.4.1 of Article VII.

          "Restriction Termination Date" shall mean the first day on which the
           ----------------------------                                       
Board of Directors, in accordance with Article VI hereof, determines that it is
no longer in the best interests of the Corporation to attempt to, or continue
to, qualify under the Code as a REIT.

          "Trading Day" shall mean a day on which the principal national
           -----------                                                  
securities exchange on which any of the shares of Equity Stock are listed or
admitted to trading is open for the transaction of business or, if none of the
shares of Equity Stock are listed or admitted to trading on any national
securities exchange, any day other than a Saturday, a Sunday or a day on which
banking institutions in the State of New York are authorized or obligated by law
or executive order to close.

          "Transfer" (as a noun) shall mean any sale, transfer, gift,
           --------
assignment, devise or other disposition of shares (or of Beneficial Ownership of
shares) of Equity Stock, whether voluntary or involuntary, whether of record,
constructively or beneficially and whether by operation of law or otherwise.
"Transfer" (as a verb) shall have the correlative meaning.
 --------                                                 

          "Trust" shall mean any separate trust created and administered in
           -----                                                           
accordance with the terms of Section 7.4 of Article VII, for the exclusive
benefit of any Beneficiary.

          "Trustee" shall mean any Person or entity, unaffiliated with both the
           -------                                                             
Corporation and any Prohibited Owner (and, if different than the Prohibited
Owner, the Person who would have had Beneficial Ownership of the Shares that
would have been owned of record by the Prohibited Owner), designated by the

                                       13
<PAGE>
 
Corporation to act as trustee of any Trust, or any successor trustee thereof.

    9.2   Restriction on Ownership and Transfer.
          ------------------------------------- 

          (a)   (I) Except as provided in Section 9.4 of this Article IX, until
the Restriction Termination Date, (i) no Person (other than a Look-Through
Entity) shall Beneficially Own shares of Equity Stock in excess of the Ownership
Limit and (ii) no Look-Through Entity shall Beneficially Own shares of Equity
Stock in excess of the Look-Through Ownership Limit.

          (II)  Except as provided in Section 9.4 of this Article IX, until the
Restriction Termination Date, any purported Transfer (whether or not the result
of a transaction entered into through the facilities of the American Stock
Exchange or any other national securities exchange or the Nasdaq Stock Market,
Inc. or any other automated quotation system) that, if effective, would result
in any Person (other than a Look-Through Entity) Beneficially Owning shares of
Equity Stock in excess of the Ownership Limit shall be void ab initio as to the
                                                            -- ------          
Transfer of that number of shares of Equity Stock which would be otherwise
Beneficially Owned by such Person in excess of the Ownership Limit, and the
intended transferee shall acquire no rights in such shares of Equity Stock.

          (III) Except as provided in Section 9.4 of this Article IX, until the
Restriction Termination Date, any purported Transfer (whether or not the result
of a transaction entered into through the facilities of the American Stock
Exchange or any other national securities exchange or the Nasdaq Stock Market,
Inc. or any other automated quotation system) that, if effective, would result
in any Look-Through Entity Beneficially Owning shares of Equity Stock in excess
of the Look-Through Ownership Limit shall be void ab initio as to the Transfer
                                                  -- ------                   
of that number of shares of Equity Stock which would be otherwise Beneficially
Owned by such Look-Through Ownership Entity in excess of the Look-Through
Ownership Limit, and the intended transferee Look-Through Entity shall acquire
no rights in such shares of Equity Stock.

          (b)   Until the Restriction Termination Date, any purported Transfer
(whether or not the result of a transaction entered into through the facilities
of the American Stock Exchange or any other national securities exchange or the
Nasdaq Stock Market, Inc. or any other automated quotation system) of shares of
Equity Stock that, if effective, would result in the Corporation being "closely
held" within the meaning of Section 856(h) of the Code shall be void ab initio
                                                                     -- ------
as to the Transfer of that number of shares of Equity Stock that would cause the
Corporation to be "closely held" within the meaning of Section 856(h) of the
Code, and the intended transferee shall acquire no rights in such shares of
Equity Stock.

          (c)   Until the Restriction Termination Date, any purported Transfer
(whether or not the result of a transaction entered into through the facilities
of the American Stock Exchange or any other national securities exchange or the
Nasdaq Stock Market, Inc. or any other automated quotation system) of shares of
Equity Stock that, if effective, would cause the Corporation to Constructively
Own 10% or more of the ownership interests in a tenant of the real property of
the Corporation or any direct or indirect subsidiary (whether a corporation,
partnership, limited liability company or other entity) of the Corporation (a
"Subsidiary"), within the meaning of Section 856(d)(2)(B) of the Code, shall be
void ab initio as to the Transfer of that number of shares of Equity Stock that
     -- ------                                                                 
would cause the Corporation to Constructively Own 10% or more of the ownership
interests in a tenant of the real property of the Corporation or a Subsidiary
within the meaning of Section 856(d)(2)(B) of the Code, and the intended
transferee shall acquire no rights in such shares of Equity Stock.

          (d)   Until the Restriction Termination Date, any purported Transfer
(whether or not the result of a transaction entered into through the facilities
of the American Stock Exchange or any other

                                       14
<PAGE>
 
national securities exchange or the Nasdaq Stock Market, Inc. or any other
automated quotation system) that, if effective, would result in shares of Equity
Stock being beneficially owned by fewer than 100 persons within the meaning of
Section 856(a)(5) of the Code shall be void ab initio and the intended
                                            -- ------  
transferee shall acquire no rights in such shares of Equity Stock.

   9.3  Owners Required to Provide Information.  Until the Restriction
        --------------------------------------                        
Termination Date:

        (a) Every Beneficial Owner of more than 5%, or such lower percentages as
are then required pursuant to regulations under the Code, of the outstanding
shares of any class or series of Equity Stock of the Corporation as of any
dividend record date on the Corporation's Equity Stock shall, within 30 days
after January 1 of each year, provide to the Corporation a written statement or
affidavit stating the name and address of such Beneficial Owner, the number of
shares of Equity Stock Beneficially Owned by such Beneficial Owner as of each
such dividend record date, and a description of how such shares are held. Each
such Beneficial 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 Ownership Limit.

        (b) Each Person who is a Beneficial Owner of shares of Equity Stock and
each Person (including the stockholder of record) who is holding shares of
Equity Stock for a Beneficial Owner shall provide to the Corporation a written
statement or affidavit stating such information as the Corporation may request
in order to determine the Corporation's status as a REIT and to ensure
compliance with the Ownership Limit.

   9.4. Exception.
        --------- 

        (a) The Ownership Limit is hereby waived for the following persons:

            Robert L. Beal
            Bruce A. Beal
            Molly Ann Special Limited Partner
            Bruce A. Beal 1990 Trust
            Robert L. Beal 1994 Revocable Trust
            [OTHERS]

        (b) The Board of Directors, upon receipt of a ruling from the Internal
Revenue Service or an opinion of counsel or other evidence or undertakings
acceptable to it, may, in its sole discretion, waive the application of the
Ownership Limit or the Look-Through Ownership Limit to a Person subject, as the
case may be, to any such limit, provided that (A) the Board of Directors obtains
such representations and undertakings from such Person as are reasonably
necessary to ascertain that such Person's Beneficial Ownership or Constructive
Ownership of shares of Equity Stock will now and in the future (i) not result in
the Corporation being "closely held" within the meaning of Section 856(h) of the
Code, (ii) not cause the Corporation to Constructively Own 10% or more of the
ownership interests of a tenant of the Corporation or a Subsidiary within the
meaning of Section 856(d)(2)(B) of the Code and to violate the 95% gross income
test of Section 856(c)(2) of the Code, and (iii) not result in the shares of
Equity Stock of the Corporation being beneficially owned by fewer than 100
persons within the meaning of Section 856(a)(5) of the Code, and (B) such Person
agrees in writing that any violation or attempted violation of (x) such other
limitation as the Board of Directors may establish at the time of such waiver
with respect to such Person or (y) such other restrictions and conditions as the
Board of Directors may in its sole discretion impose at the time of such waiver
with respect to such Person, will result, as of the time of such violation even
if discovered after 

                                       15
<PAGE>
 
such violation, in the conversion of such shares in excess of the original limit
applicable to such Person into shares of Excess Stock pursuant to Section 7.4.1
of Article VII.

   9.5  American Stock Exchange Transactions.  Notwithstanding any provision
        ------------------------------------                                
contained herein to the contrary, nothing in these Articles shall preclude the
settlement of any transaction entered into through the facilities of the
American Stock Exchange or any other national securities exchange or the Nasdaq
Stock Market, Inc. or any other automated quotation system.  In no event shall
the existence or application of the preceding sentence have the effect of
deterring or preventing the conversion of Equity Stock into Excess Stock as
contemplated herein.

   9.6  Ambiguity.  In the case of an ambiguity in the application of any of the
        ---------                                                               
provisions of this Article IX, including any definition contained in Section 9.1
of this Article IX, the Board of Directors shall have the power to determine the
application of the provisions of this Article IX with respect to any situation
based on the facts known to it.

   9.7  Remedies Not Limited.  Except as set forth in Section 9.5 of this
        --------------------                                             
Article IX, nothing contained in this Article IX or Article VII shall limit the
authority of the Corporation to take such other action as it deems necessary or
advisable to protect the Corporation and the interests of its stockholders by
preservation of the Corporation's status as a REIT and to ensure compliance with
the Ownership Limit or the Look-Through Ownership Limit.

                                   ARTICLE X

                       RIGHTS AND POWERS OF CORPORATION,
                       ---------------------------------
                        BOARD OF DIRECTORS AND OFFICERS
                        -------------------------------

   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 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 ratified 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

                                       16
<PAGE>
 
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 of Articles.  The Corporation reserves the right, from time
          ---------------------                                                
to time, to make any amendment of its Articles, now or hereafter authorized by
law, including any amendment which alters the contract rights, as expressly set
forth in its Articles, of any outstanding Stock.

    No amendment or repeal of these Articles shall be made unless the same is
first approved by the Board of Directors pursuant to a resolution adopted by the
Board of Directors in accordance with the MGCL, and, except as otherwise
provided by law, thereafter approved by the stockholders.

    Whenever any vote of the holders of voting stock is required to amend or
repeal any provision of these Articles, then in addition to any other vote of
the holders of voting stock that is required by these Articles, the affirmative
vote of the holders of a majority of the outstanding shares of Stock of the
Corporation entitled to vote on such amendment or repeal, voting together as a
single class, and the affirmative vote of the holders of a majority of the
outstanding shares of each class entitled to vote thereon as a class, shall be
required to amend or repeal any provision of these Articles; provided, however,
                                                             --------  ------- 
that the affirmative vote of the holders of not less than two-thirds of the
outstanding shares entitled to vote on such amendment or repeal, voting together
as a single class, and the affirmative vote of the holders of not less than two-
thirds of the outstanding shares of each class entitled to vote thereon as a
class, shall be required to amend or repeal any of the provisions of Sections
6.4 or 6.5 of Article VI, Article X or Article XII of these Articles.


                                  ARTICLE XI

                                INDEMNIFICATION
                                ---------------

    The Corporation (which for the purpose of this Article XI shall include
predecessor entities of the Corporation as set forth in Section 2-418 of the
MGCL) 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
to, (a) any individual who is a present or former Director, trustee or officer
of the Corporation or (b) any individual who, while a Director of the
Corporation and at the request of the Corporation, serves or has served as a
director, officer, partner or trustee of another corporation, real estate
investment trust, partnership, joint venture, trust, employee benefit plan or
any other enterprise from and against any claim or liability to which such
person may become subject or which such person may incur by reason of his status
as a present or former Director or officer of the Corporation.  The Corporation
shall provide such indemnification and advancement of expenses to a person who
served a predecessor of the Corporation in any of the capacities described in
(a) or (b) above and to any employee, or agent or shareholder (in connection
with the affairs of such entity) of the Corporation or a predecessor of the
Corporation.


                                  ARTICLE XII

                            LIMITATION OF LIABILITY
                            -----------------------

    To the fullest extent permitted under the MGCL as in effect on the date of
filing these Articles or as the MGCL is thereafter amended from time to time, no
Director or officer shall be liable to the Corporation 

                                       17
<PAGE>
 
or its stockholders for money damages. Neither the amendment or the repeal of
this Article, nor the adoption of any other provision in the Corporation's
Articles 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

                  EXEMPTION FROM BUSINESS COMBINATION STATUTE
                  -------------------------------------------

    Pursuant to Section 3-603(e)(1)(iii) of the MGCL, the Corporation expressly
elects not to be governed by the provisions of Section 3-602 of the MGCL with
respect to any business combination (as defined in Section 3-601 of the MGCL)
involving the Corporation.


                                  ARTICLE XIV

               EXEMPTION FROM CONTROL SHARE ACQUISITION STATUTE.
               ------------------------------------------------ 

    The provisions of Title 3, Subtitle 7 of the MGCL shall not apply to any
share of Stock of the Corporation now or hereafter held by any current or future
Stockholders.  All shares of Stock currently outstanding or issued in the future
are exempted from such provisions of the MGCL to the fullest extent permitted by
Maryland law.


                                  ARTICLE XV

                                 MISCELLANEOUS
                                 -------------

    13.1  Provisions in Conflict with Law or Regulations.
          ---------------------------------------------- 

          (a) The provisions of these Articles 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 these Articles, even without any amendment of these Articles 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 these
Articles 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.

          (b) If any provision of these Articles 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 these Articles 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.

    THIRD:  The amendment to and restatement of the Charter as hereinabove set
    -----                                                                     
forth as been duly advised by the Board of Directors and approved by the
stockholders of the Corporation as required by law.

                                       18
<PAGE>
 
    FOURTH: 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.

    FIFTH:  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.

    SIXTH:  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.

    SEVENTH:  The total number of shares of stock which the Corporation had
    -------                                                                
authority to issue immediately prior to this amendment and restatement was one
hundred (100) shares of Common Stock, par value $.01 per share.  The aggregate
par value of all shares of stock was one dollar ($1).

    EIGHTH: The total number of shares of Stock which the Corporation has
    ------                                                               
authority to issue pursuant to the foregoing amendment and restatement of the
charter is thirty million (30,000,000) shares, consisting of (i) five million
(5,000,000) shares of Preferred Stock, par value $.01 per share; (ii) ten
million (10,000,000) shares of Common Stock, par value $.01 per share; and (iii)
fifteen million (15,000,000) shares of Excess Stock, par value $.01 per share.
The aggregate par value of all the shares of stock is three hundred thousand
dollars ($300,000).

    NINTH:  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 perjury.

                                       19
<PAGE>
 
    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 _____ day of _______, 1999.


ATTEST:                                           MARYLAND PROPERTY CAPITAL
                                                  TRUST, INC.


___________________________________          By:______________________________
Robert L. Beal, Corporate Secretary             Bruce A. Beal, President

                                       20