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CAPITAL AUTOMOTIVE REIT

AMENDED AND RESTATED DECLARATION OF TRUST

Dated as of February 3, 1998





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TABLE OF CONTENTS

|             |           |                                              |                                          |  |    |    |  |  | 
|------------ | --------- | -------------------------------------------- | ---------------------------------------- |  | -- | -- |  |  | 
|ARTICLE I    |           | FORMATION                                    |                                          |  | 3  |   
|ARTICLE II   |           | NAME                                         |                                          |  | 3  |   
|ARTICLE III  |           | NATURE, PURPOSE AND POWERS                   |                                          |  | 2  |   
|             | Section 1 |                                              | Purposes                                 |  |    | 2  | 
|             | Section 2 |                                              | Powers                                   |  |    | 2  | 
|ARTICLE IV   |           | RESIDENT AGENT                               |                                          |  | 2  |   
|ARTICLE V    |           | DEFINITIONS                                  |                                          |  | 2  |   
|ARTICLE VI   |           | BOARD OF TRUSTEES                            |                                          |  | 6  |   
|             | Section 1 |                                              | Powers                                   |  |    | 6  | 
|             | Section 2 |                                              | Initial Trustee; Trustees                |  |    | 7  | 
|             | Section 3 |                                              | Vacancies                                |  |    | 7  | 
|             | Section 4 |                                              | Resignation, Removal or Death            |  |    | 7  | 
|             | Section 5 |                                              | Independent Trustees                     |  |    | 7  | 
|             | Section 6 |                                              | Business Activities by Trustees          |  |    | 8  | 
|ARTICLE VII  |           | SHARES OF BENEFICIAL INTEREST                |                                          |  | 8  |   
|             | Section 1 |                                              | Authorized Shares                        |  |    | 8  | 
|             | Section 2 |                                              | Common Shares                            |  |    | 8  | 
|             | Section 3 |                                              | Preferred Shares                         |  |    | 9  | 
|             | Section 4 |                                              | Classified or Reclassified Shares        |  |    | 11 | 
|             | Section 5 |                                              | Authorization by Board of Share Issuance |  |    | 11 | 
|             | Section 6 |                                              | General Nature of Shares                 |  |    | 11 | 
|             | Section 7 |                                              | Fractional Shares                        |  |    | 12 | 
|             | Section 8 |                                              | Declaration of Trust and Bylaws          |  |    | 12 | 
|             | Section 9 |                                              | Preemptive Rights                        |  |    | 12 | 
|ARTICLE VIII |           | RESTRICTIONS ON TRANSFER AND SHARES-IN-TRUST |                                          |  | 12 |   
|             | Section 1 |                                              | Restrictions on Transfer                 |  |    | 12 | 
|             | Section 2 |                                              | Shares-in-Trust                          |  |    | 15 | 
|             | Section 3 |                                              | Remedies Not Limited                     |  |    | 17 | 
|             | Section 4 |                                              | Ambiguity                                |  |    | 17 | 
|             | Section 5 |                                              | Legend                                   |  |    | 17 | 
|             | Section 6 |                                              | Severability                             |  |    | 18 | 
|ARTICLE IX   |           | SHAREHOLDERS                                 |                                          |  | 18 |   
|             | Section 1 |                                              | Meetings                                 |  |    | 18 | 
|             | Section 2 |                                              | Voting Rights                            |  |    | 18 | 
|             | Section 3 |                                              | Preemptive and Appraisal Rights          |  |    | 19 | 
|             | Section 4 |                                              | Extraordinary Actions                    |  |    | 19 | 
|             | Section 5 |                                              | Board Approval                           |  |    | 19 | 
|             | Section 6 |                                              | Action By Shareholders Without a Meeting |  |    | 19 | 
|ARTICLE X    |           | LIABILITY LIMITATION, INDEMNIFICATION AND    |                                          |  | 19 |   

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|             |           |                                                 |                                                  |  |    |    |  |  | 
|------------ | --------- | ----------------------------------------------- | ------------------------------------------------ |  | -- | -- |  |  | 
|             | Section 1 |                                                 | Limitation of Shareholder Liability              |  |    | 19 | 
|             | Section 2 |                                                 | Limitation of Trustee and Officer Liability      |  |    | 19 | 
|             | Section 3 |                                                 | Express Exculpatory Clauses in Instruments       |  |    | 20 | 
|             | Section 4 |                                                 | Indemnification                                  |  |    | 20 | 
|             | Section 5 |                                                 | Transactions Between the Trust and its Trustees, |  |    |    | 
|             |           | Officers, Employees and Agents                  |                                                  |  | 20 |   
|ARTICLE XI   |           | AMENDMENTS                                      |                                                  |  | 20 |   
|             | Section 1 |                                                 | General                                          |  |    | 20 | 
|             | Section 2 |                                                 | By Trustees                                      |  |    | 21 | 
|             | Section 3 |                                                 | By Shareholders                                  |  |    | 21 | 
|ARTICLE XII  |           | MERGER, CONSOLIDATION OR SALE OF TRUST PROPERTY |                                                  |  | 21 |   
|ARTICLE XIII |           | DURATION AND TERMINATION OF TRUST               |                                                  |  | 21 |   
|             | Section 1 |                                                 | Duration                                         |  |    | 21 | 
|             | Section 2 |                                                 | Termination                                      |  |    | 21 | 
|ARTICLE XIV  |           | CONTROL SHARE ACQUISITIONS                      |                                                  |  | 22 |   
|ARTICLE XV   |           | MISCELLANEOUS                                   |                                                  |  | 22 |   
|             | Section 1 |                                                 | Governing Law                                    |  |    | 22 | 
|             | Section 2 |                                                 | Reliance by Third Parties                        |  |    | 22 | 
|             | Section 3 |                                                 | Severability                                     |  |    | 23 | 
|             | Section 4 |                                                 | Construction                                     |  |    | 23 | 
|             | Section 5 |                                                 | Recordation                                      |  |    | 23 | 
|             | Section 6 |                                                 | Approval by Sole Trustee and Sole Stockholder    |  |    | 24 | 
|             | Section 7 |                                                 | Authorized Capital Shares                        |  |    | 24 | 

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CAPITAL AUTOMOTIVE REIT

DECLARATION OF TRUST

This AMENDED AND RESTATED DECLARATION OF TRUST (Declaration of Trust or
Declaration) of Capital Automotive REIT, a Maryland real estate investment
trust (the Trust) is made as of the date set forth above by the undersigned
Trustees.

WHEREAS, a real estate investment trust under Title 8 of the Corporations
and Associations Article of the Annotated Code of Maryland, as amended (Title
8) was formed on October 20, 1997; and

WHEREAS, the Board of Trustees of the Trust desire that the Trust qualify
as a real estate investment trust under the Internal Revenue Code of 1986, as
amended (the Code), so long as such qualification, in the opinion of the
Trustees, is advantageous to the Shareholders; and

WHEREAS, the beneficial interest in the Trust shall be divided into
transferable shares of one or more classes or series evidenced by certificates;

NOW, THEREFORE, the Trustees hereby declare that they will hold all
property which they have or may hereafter acquire as such Trustees, together
with the proceeds thereof, in trust, and manage the Trust Property (as defined
herein) for the benefit of the Shareholders as provided by this Declaration of
Trust.

The Trust under Title 8 hereby amends and restates its Declaration of
Trust as currently in effect to read in its entirety as follows:

The following provisions are all the provisions of the Declaration of
Trust currently in effect and as hereinafter amended:

ARTICLE I
FORMATION

The Trust is a REIT within the meaning of Title 8. The Trust shall not be
deemed to be a general partnership, limited partnership, joint venture, joint
stock company or a corporation (but nothing herein shall preclude the Trust
from being treated for tax purposes as an association under the Code).

ARTICLE II
NAME

The name of the Trust is Capital Automotive REIT.

So far as may be practicable, the business of the Trust shall be conducted
and transacted under that name, which name (and the word Trust wherever used
in this Declaration of Trust, except where the context otherwise requires)
shall refer to the Trustees collectively but





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not individually or personally and shall not refer to the Shareholders or
to any officers, employees or agents of the Trust or of such Trustees.

Under circumstances in which the Board of Trustees determines that the use
of the name Capital Automotive REIT is not practicable, the Trust may use any
other designation or name for the Trust.

ARTICLE III
NATURE, PURPOSE AND POWERS

Section 1. Purposes. The purposes for which the Trust is formed is to
engage in any business or activity permitted to be engaged in by a REIT under
Title 8, including, without limitation or obligation, engaging in business as a
REIT under the Code.

Section 2. Powers. The Trust shall have all of the powers granted to a
REIT by Title 8 and all other powers set forth in the Declaration of Trust
which are not inconsistent with law and are appropriate to promote and attain
the purposes set forth in the Declaration of Trust.

ARTICLE IV
RESIDENT AGENT

The name of the resident agent for service of process of the Trust in the
State of Maryland is WC&P Agent Corporation, 100 Light Street, Baltimore,
Maryland 21202. The Trust may have such offices or places of business within
or without the State of Maryland as the Trustees may from time to time
determine.

ARTICLE V
DEFINITIONS

As used in this Declaration of Trust, the following terms shall have the
following meanings unless the context otherwise requires:

Affiliate of a person shall mean (i) any person that, directly or
indirectly, controls or is controlled by or is under common control with such
person, (ii) any other person that owns, beneficially, directly or indirectly,
five percent (5%) or more of the outstanding capital shares, shares or equity
interests of such person, or (iii) any officer, director, employee, partner,
member, manager or trustee of such person or of any person controlling,
controlled by or under common control with such person (excluding trustees and
persons serving in similar capacities who are not otherwise an Affiliate of
such person). For the purpose of this definition, control (including the
correlative meanings of the terms controlled by and under common control
with), as used with respect to any person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such person, through the ownership of voting securities,
partnership interests or other equity interests.

Beneficial Ownership shall mean ownership of Shares (or options to
acquire Shares) by a Person who would be treated as an owner of such Shares
under Section 542(a)(2) of the Code either directly or indirectly through the
application of Section 544 of the Code, as

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modified by Section 856(h)(1)(B) of the Code (but without regard to
Section 856(h)(3) of the Code). The terms Beneficial Owner, Beneficially
Owns, and Beneficially Owned shall have correlative meanings.

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

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

Common Shares shall mean the common shares of beneficial interest of the
Company, par value $.01 per share.

Constructive Ownership shall mean ownership of Shares (or options to
acquire Shares) by a Person who would be treated as an owner of such Shares
either directly or indirectly 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. For purposes of Article VIII of the Declaration, the
right of a limited partner in the Operating Partnership, to require the
partnership to redeem units of limited partnership interest pursuant to the
Partnership Agreement shall not be considered to be an option or similar right
to acquire Shares of the Trust.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Initial Public Offering means the sale of Common Shares pursuant to the
Trusts first effective registration statement for such Common Shares filed
under the Securities Act.

Market Price on any date shall mean the average of the Closing Price for
the five consecutive Trading Days ending on such date. The Closing Price on
any date shall mean 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 New York Stock Exchange or, if the Shares are not listed or
admitted to trading on the New York 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 are
listed or admitted to trading or, if the Shares are not listed or admitted to
trading on any national securities exchange, on National Market System of The
Nasdaq Stock Market or, if the Shares are not quoted on such National Market
System, the average closing bid and asked prices on such day in the
over-the-counter market as reported by Nasdaq or, if bid and asked prices for
the Shares on such day shall not have been reported through Nasdaq, the average
of the bid and asked prices on such day as furnished by any NYSE member firm
regularly making a market in the Shares selected for such purpose by the Board
of Trustees.

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Non-Transfer Event shall mean an event (other than a purported Transfer)
that would cause any Person to Beneficially Own or Constructively Own Shares in
excess of the Ownership Limit, including, but not limited to, the granting of
any option or entering into any agreement for the sale, transfer or other
disposition of Shares or the sale, transfer, assignment or other disposition of
any securities or rights convertible into or exchangeable for Shares.

Ownership Limit shall mean (i) with respect to the Common Shares, 9.9%
of the number of outstanding shares; and (ii) with respect to any class or
series of Preferred Shares, 9.9% of the number of outstanding shares of such
class or series of Preferred Stock.

Operating Partnership means Capital Automotive L.P., a Delaware limited
partnership.

Partnership Agreement shall mean the agreement of limited partnership of
the Operating Partnership, as amended and restated from time to time.

Partnership Unit shall mean a fractional, undivided share of the
partnership interests of the Operating Partnership.

Preferred Shares shall mean the preferred shares of beneficial interest
of the Company, par value $.01 per share.

Permitted Transferee shall mean any Person designated as a Permitted
Transferee in accordance with the provisions of Section 2(E) of Article VIII
hereof.

Person means (unless otherwise stated herein) an individual, a
corporation, a partnership, a company, an estate, a trust (including a trust
qualified under Section 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, a joint venture, a bank, an association, a
private foundation within the meaning of Section 509(a) of the Code, a stock
company or association, a limited liability company or an other entity, or any
government or agency or political subdivision thereof, and also includes a
group as that term is used for purposes of Section 13(d)(3) of the Exchange
Act and shall include any successor (by merger, consolidation, reorganization
or otherwise) of such entity or group; but does not include an underwriter
which participated in any public offering registered under the Securities Act
of any Shares of the Trust for a period of 90 days following the purchase by
such underwriter of such Shares; provided, further, that the restrictions
contained in Article VIII hereof will not be violated following the
distribution by such underwriter of such underwritten Shares.

Prohibited Owner shall mean, with respect to any purported Transfer or
Non-Transfer Event, any Person who, but for the provisions of Section 1(B) of
Article VIII hereof, would own record title to Shares.

Redemption Rights shall mean the rights granted under the Partnership
Agreement to the limited partners to redeem, under certain circumstances, their
limited partnership interests for cash (or, at the option of the Trust, Common
Shares).

REIT shall mean a real estate investment trust under Section 856 of the
Code.

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Restriction Termination Date shall mean the first day after the date of
the Initial Public Offering on which the Board of Trustees and the Shareholders
of the Trust determine, pursuant to 1(C) of Article VI and Section 2 of Article
IX, that it is no longer in the best interests of the Trust to attempt to, or
continue to, qualify as a REIT.

Shares shall mean shares of beneficial interest of the Trust of any
class or series. The term Shares shall include all shares that are held as
Shares-in-Trust in accordance with the provisions of Section 2 of Article VIII.

Shares-in-Trust shall mean any Shares designated Shares-in-Trust
pursuant to Section 1(B) of Article VIII hereof.

Share Trust shall mean any separate trust created pursuant to Section
1(B) of Article VIII hereof and administered in accordance with the terms of
Section 2 of Article VIII hereof, for the exclusive benefit of any Beneficiary.

Share Trustee shall mean any person or entity unaffiliated with both the
Trust and any Prohibited Owner, such Share Trustee to be designated by the
Trust to act as trustee of any Share Trust, or any successor trustee thereof.

Trading Day shall mean a day on which the principal national securities
exchange on which the Shares are listed or admitted to trading is open for the
transaction of business or, if the Shares are not listed or admitted to trading
on any national securities exchange, shall mean 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, whether voluntary or involuntary,
whether of record, constructively or beneficially and whether by operation of
law or otherwise (including (i) the granting of any option or entering into any
agreement for the sale, transfer or other disposition of Shares or (ii) the
sale, transfer, assignment or other disposition of any securities or rights
convertible into or exchangeable for Shares). Transfer (as a verb) shall
have the correlative meaning.

Real Property or Real Estate means land, rights in land (including
leasehold interests), and any buildings, structures, improvements, furnishings,
fixtures and equipment located on or used in connection with land and rights or
interests in land.

Securities means Shares, any stock, shares or other evidences of equity
or beneficial or other interests, voting trust certificates, bonds, debentures,
notes or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
securities or any certificates of interest, shares or participations in,
temporary or interim certificates for, receipts for, guarantees of, or
warrants, options or rights to subscribe to, purchase or acquire, any of the
foregoing, or shares or other securities of any successor in interest of the
Trust.



Securities Act means the Securities Act of 1933, as amended.

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Securities of the Trust means any Securities issued by the Trust.

Shareholders means holders of record of outstanding Shares.

Shares means shares of beneficial interest of the Trust of any class or
series.

Trustees, Board or Board of Trustees means, collectively, all
individuals who have been duly elected and qualify as trustees of the Trust
hereunder.

Trust Property means any and all property, real, personal or otherwise,
tangible or intangible, which is transferred or conveyed to the Trust or the
Trustees (including all rents, income, profits and gains therefrom), which is
owned or held by, or for the account of, the Trust.

ARTICLE VI
BOARD OF TRUSTEES

Section 1. Powers.

(A) Subject to any express limitations contained in the Declaration of
Trust or in the Bylaws, (i) the business and affairs of the Trust shall be
managed under the direction of the Board of Trustees and (ii) the Board shall
have full, exclusive and absolute power, control and authority over any and all
property of the Trust. The Board may take any action as it, in its sole
judgment and discretion, deems necessary or appropriate to conduct the business
and affairs of the Trust. The Declaration of Trust shall be construed with a
presumption in favor of the grant of power and authority to the Board. Any
construction of the Declaration of Trust or determination made in good faith by
the Board concerning its powers and authority hereunder shall be conclusive.
The enumeration and definition of particular powers of the Trustees included in
the Declaration of Trust or in the Bylaws shall in no way be construed or
deemed by inference or otherwise in any manner to exclude or limit the powers
conferred upon the Board of Trustees under the general laws of the State of
Maryland or any other applicable laws.

(B) Except as otherwise provided in the Bylaws of the Trust (the
Bylaws), the Board, without any action by the Shareholders, shall have and
may exercise, on behalf of the Trust, without limitation and in its sole
discretion, the power to adopt, amend and repeal Bylaws; to elect officers in
the manner prescribed in the Bylaws; to solicit proxies from holders of Shares;
and to do any other acts and deliver any other documents necessary or
appropriate to the foregoing powers.

(C) It shall be the duty of the Board of Trustees to ensure that the Trust
satisfies the requirements for qualification as a REIT under the Code,
including, but not limited to, the ownership of outstanding Shares, the nature
of its assets, the sources of its income, and the amount and timing of its
distributions to its Shareholders. The Board of Trustees shall take no
intentional action to disqualify the Trust as a REIT or to otherwise revoke the
Trusts election to be taxed as a REIT without the affirmative vote of
two-thirds of the number of Shares to vote on such matter at a meeting of the
Shareholders. The Board of Trustees, without any action by the Shareholders,
may amend the Declaration from time to time to qualify as a REIT under the Code
or Title 8 by a vote of two-thirds of the Trustees.

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Section 2. Initial Trustee; Trustees. The number of Trustees initially
shall be one, which number may be increased or decreased by the Trustees then
in office from time to time pursuant to the Bylaws of the Trust or, as
specified in any rights or preferences of any class or series of Shares as set
forth in the Declaration of Trust; provided, that the total number of Trustees
shall be increased to not less than seven nor more than 15. Except as
specified in any rights and preferences of any class or series of Shares, no
reduction in the number of Trustees shall cause the removal of any Trustee from
office prior to the expiration of his term. Unless otherwise provided in the
Declaration of Trust, each Trustee shall hold office for a term expiring at the
succeeding annual meeting of Shareholders following his election and until his
successor shall have been elected and shall have qualified. The name and
address of the Trustees who shall serve as the initial Trustee and until his
successors is duly elected and qualified is:

|                 |  |                          
|---------------- |  | -------------------------
|Name             |  | Address                  
|Thomas D. Eckert |  | 1925 North Lynn Street   
|                 |  | Arlington, Virginia 22209

Section 3. Vacancies. The Trustees may increase the number of Trustees
and fill any vacancy, whether resulting from an increase in the number of
Trustees or otherwise, on the Board of Trustees in the manner provided in the
Bylaws. It shall not be necessary to list in the Declaration of Trust the
names and addresses of any Trustees hereinafter elected.

Section 4. Resignation, Removal or Death. Any Trustee may resign by
written notice to the Board, effective upon execution and delivery to the Trust
of such written notice or upon any future date specified in the notice.
Subject to the rights of holders of one or more classes or series of Shares to
elect one or more Trustees, a Trustee may be removed at any time, with or
without cause, at a meeting of the Shareholders, by the affirmative vote of the
holders of not less than two-thirds of the Shares then outstanding and entitled
to vote generally in the election of Trustees.

Section 5. Independent Trustees. Notwithstanding anything herein to the
contrary, at all times (except during a period not to exceed ninety (90) days
following the death, resignation, incapacity or removal from office of a
Trustee prior to expiration of the Trustees term of office), a majority of the
Board of Trustees shall be comprised of persons (each such person serving on
the Board of Trustees being an Independent Trustee) who are not, and within
the last two years have not been, (i) executive officers or employees of the
Trust or the Operating Partnership or any subsidiary thereof, (ii) a holder or
a group of affiliated holders of securities of the Trust, who own or have the
right to acquire 10% or more of the Common Shares and/or Preferred Shares of
the Trust on a fully diluted and converted basis, or an officer, director,
trustee, member, employee or Affiliate thereof or person who is a designee or
nominee of any such holder to the Board of Trustees, or (iii) is a partner or
an officer, director, trustee, member, employee or Affiliate of a partner of
the Operating Partnership.

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Section 6. Business Activities by Trustees.

(A) Each (a) contract, (b) agreement, and (c) transaction between or among
(i) the Trust and any of its Trustees, officers or employees, (ii) the Trust
and any Affiliate of the Trust, (iii) the Trust and any person affiliated with
any Trustee, officer or employee, and (iv) the Trust and any partner of the
Operating Partnership or person affiliated with a partner of the Operating
Partnership, shall be void or voidable by the Trust unless such contract,
agreement or transaction shall have been approved, authorized or ratified by a
majority of the Independent Trustees of the Trust.

(B) Notwithstanding anything herein to the contrary, each individual
Trustee, including each Independent Trustee, may engage in other business
activities of the type conducted by the Trust and is not required to present to
the Trust any investment or business opportunities presented to them even
though the investment or business opportunities may be within the scope of the
Trusts investment or business policies, provided, that no Trustee shall be
permitted to pursue or take any action with respect to an investment or
business opportunity that was identified by, presented to, or otherwise came to
the attention of, the Trust, unless the majority of the Independent Trustees
authorize, approve or ratify such actions by such Trustee.

(C) Sections 5 and 6 of this Article VI shall not apply to any employment
agreement between the Trust and any officer or employee, or the establishment
of compensation or benefits for any officer, employee or Trustee, including any
bonus or incentive compensation, whether in the form of cash, shares, options
or otherwise, or the approval of any benefit, bonus or incentive plan,
including any share option, share purchase, restricted share or similar plan.

ARTICLE VII
SHARES OF BENEFICIAL INTEREST

Section 1. Authorized Shares. The beneficial interest of the Trust shall
be divided into shares of beneficial interest. The Trust has authority to
issue One Hundred Twenty Million (120,000,000) shares of beneficial interest,
$.01 par value per share, of which One Hundred Million (100,000,000) shall be
common shares of beneficial interest, par value $.01 per share (Common
Shares), and Twenty Million (20,000,000) shall be preferred shares of
beneficial interest, $.01 par value per share (Preferred Shares). The Board
of Trustees, without any action by the Shareholders of the Trust, may amend the
Declaration of Trust from time to time to increase or decrease the aggregate
number of Shares or the number of Shares of any class or series that the Trust
has authority to issue.

Section 2. Common Shares.

(A) Voting Rights. Subject to any preferential or classified voting
rights of any class or series of Shares, each Common Share shall entitle the
holder thereof to one vote on each matter upon which holders of Common Shares
are entitled to vote. The Board of Trustees may reclassify any unissued Common
Shares from time to time in one or more classes or series of Shares. Except as
otherwise provided in respect of any Shares hereafter classified or
reclassified, the exclusive voting power for all purposes shall be vested in
the holders of the

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Common Stock. Holders of Common Shares may not engage in cumulative
voting in the election of Trustees.

(B) Dividend Rights. Subject to any preferential dividend rights, the
holders of Common Shares shall be entitled to receive such dividends as may be
declared by the Board of Trustees with respect to the Common Shares. The
holders of all Common Shares will participate equally in dividends payable to
holders of Common Shares when and as authorized and declared by the Board of
Trustees. The Board of Trustees may from time to time authorize and declare to
Shareholders such dividends or distributions, in cash or other assets of the
Trust or in securities of the Trust or from any other source as the Board of
Trustees in its discretion shall determine. The Board of Trustees shall
endeavor to declare and pay such dividends and distributions as shall be
necessary for the Trust to qualify as a REIT under the Code. Subject to any
preferential dividend rights, Shareholders shall have no right to any dividend
or distribution unless and until authorized and declared by the Board.

(C) Rights Upon Liquidation. Subject to any preferential rights upon
liquidation, dissolution or winding up of the Trust, holders of Common Shares
shall be entitled to share ratably in the assets of the Trust legally available
for distribution to the Shareholders in the event of the liquidation,
dissolution or winding up of the Trust after payment of, or adequate provision
for, all known debts and liabilities of the Trust.

Section 3. Preferred Shares.

(A) The Board of Trustees shall have, without limitation, subject to the
provisions of the Declaration of Trust, the power and authority to classify or
reclassify any unissued Shares a class or classes of preferred stock,
preference stock, special stock or other stock, and to divide and classify
shares of any class into one or more class or series of such class, by
determining, fixing or altering one or more of the following:

(1) The distinctive designation of such class or series and the number of
shares to constitute such class or series; provided that, unless otherwise
prohibited by the terms of such or any other class or series, the number of
shares of any class or series may be decreased by the Board of Trustees in
connection with any classification or reclassification of unissued shares and
the number of shares of such class or series may be increased by the Board of
Trustees in connection with any such classification or reclassification, and
any shares of any class or series which have been redeemed, purchased,
otherwise acquired or converted into Common Shares or any other class or series
shall become part of the authorized capital stock and be subject to
classification and reclassification as provided in this sub-paragraph.

(2) Whether or not and, if so, the rates, amounts and times at which, and
the conditions under which, dividends shall be payable on shares of such class
or series, whether any such dividends shall rank senior or junior to or on a
parity with the dividends payable on any other class or series of stock, and
the status of any such dividends as cumulative, cumulative to a limited extent
or non-cumulative and participating or non-participating.

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(3) Whether or not shares of such class or series shall have voting
rights, in addition to any voting rights provided by law and, if so, the terms
of such voting rights.

(4) Whether or not shares of such class or series shall have conversion or
exchange privileges and, if so, the terms and conditions thereof, including
provision for adjustment of the conversion or exchange rate in such events or
at such times as the Board of Trustees shall determine.

(5) Whether or not shares of such class or series shall be subject to
redemption and, if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable and the amount
per share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates; and whether or not there shall be
any sinking fund or purchase account in respect thereof, and if so, the terms
thereof.

(6) The rights of the holders of shares of such class or series upon the
liquidation, dissolution or winding up of the affairs of, or upon any
distribution of the assets of, the Trust, which rights may vary depending upon
whether such liquidation, dissolution or winding up is voluntary or involuntary
and, if voluntary, may vary at different dates, and whether such rights shall
rank senior or junior to or on parity with such rights of any other class or
series of stock.

(7) Whether or not there shall be any limitations applicable, while shares
of such class or series are outstanding, upon the payment of dividends or
making of distributions on, or the acquisition of, or the use of moneys for
purchase or redemption of, any stock of the Trust, or upon any other action of
the Trust, including action under this sub-paragraph, and, if so, the terms and
conditions thereof.

(8) Any other preferences, rights, restrictions, including restrictions on
transferability, and qualifications of shares of such class or series, not
inconsistent with law and the Declaration of Trust of the Trust.

(B) For the purposes hereof and of any articles supplementary to the
Declaration of Trust providing for the classification or reclassification of
any Shares or of any other organizational document of the Trust (unless
otherwise provided in such articles or document), any class or series of Shares
of the Trust shall be deemed to rank:

(1) prior to another class or series either as to dividends or upon
liquidation, if the holders of such class or series shall be entitled to the
receipt of dividends or of amounts distributable on liquidation, dissolution or
winding up, as the case may be, in the preference or priority to holders of
such other class or series;

(2) on a parity with another class or series either as to dividends or
upon liquidation, whether or not the dividend rates, dividend payment dates or
redemption or liquidation price per share thereof be different rom those of
such others, if the holders of such class or series of stock shall be entitled
to receipt of dividends or amounts distributable upon liquidation, dissolution
or winding up, as the case may be, in proportion to

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their respective dividend rates or redemption or liquidation prices,
without preference or priority over the holders of such other class or series;
and

(3) junior to another class or series either as to dividends or upon
liquidation, if the rights of the holders of such class or series shall be
subject or subordinate to the rights of the holders of such other class or
series in respect of the receipt of dividends or the amounts distributable upon
liquidation, dissolution or winding up, as the case may be.

Section 4. Classified or Reclassified Shares. Prior to issuance of
classified or reclassified Shares of any class or series, the Board of Trustees
by resolution shall (a) designate that class or series to distinguish it from
all other classes and series of Shares; (b) specify the number of Shares to be
included in the class or series; (c) set, subject to the express terms of any
class or series of Shares outstanding at the time, the preferences, conversion
or other rights, voting powers, restrictions, limitations as to dividends or
other distributions, qualifications and terms and conditions of redemption for
each series; and (d) cause the Trust to file articles supplementary with the
State Department of Assessments and Taxation of Maryland (SDAT) in form and
substance as prescribed by Maryland law. Any of the terms of any class or
series of Shares set pursuant to clause (c) of this Section 4 may be made
dependent upon facts or events ascertainable outside the Declaration of Trust
(including determinations by the Board of Trustees or other facts or events
within the control of the Trust) and may vary among holders thereof, provided
that the manner in which such facts, events or variations shall operate upon
the terms of such class or series of Shares is clearly and expressly set forth
in articles supplementary filed with the SDAT.

Section 5. Authorization by Board of Share Issuance. The Board of
Trustees may authorize the issuance from time to time of Shares of any class or
series, whether now or hereafter authorized, or securities or rights
convertible into Shares of any class or series, whether now or hereafter
authorized, for such consideration (whether in cash, property, past or future
services, obligation for future payment or otherwise) as the Board of Trustees
may deem advisable (or without consideration in the case of a Share split or
Share dividend) and without any action by the Shareholders, subject to such
restrictions or limitations, if any, as may be set forth in the Declaration of
Trust or the Bylaws of the Trust. Notwithstanding any other provision in the
Declaration of Trust, no determination shall be made by the Board of Trustees
nor shall any transaction be entered into by the Trust which would cause any
Shares or other beneficial interest in the Trust not to constitute
transferable shares or transferable certificates of beneficial interest
under Section 856(a)(2) of the Code or which would cause any distribution to
constitute a preferential dividend as described in Section 562(c) of the Code.

Section 6. General Nature of Shares. All Shares shall be personal
property entitling the Shareholders only to those rights provided in the
Declaration of Trust. The Shareholders shall have no interest in the property
of the Trust and shall have no right to compel any partition, division,
dividend or distribution of the Trust or of the property of the Trust. The
death of a Shareholder shall not terminate the Trust. The Trust is entitled to
treat as Shareholders only those persons in whose names Shares are registered
as holders of Shares on the beneficial interest ledger of the Trust.

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Section 7. Fractional Shares. The Trust may, without the consent or
approval of any Shareholder, issue fractional Shares, eliminate a fraction of a
Share by rounding up or down to a full Share, arrange for the disposition of a
fraction of a Share by the person entitled to it, or pay cash for the fair
value of a fraction of a Share.

Section 8. Declaration of Trust and Bylaws. All Shareholders are subject
to the provisions of the Declaration of Trust and the Bylaws of the Trust.

Section 9. Preemptive Rights. Subject to Section 3 of Article IX, no
holder of any Shares or any other securities of the Trust, whether now or
hereafter authorized, shall have any preemptive right to subscribe for or
purchase any Shares or any other securities of the Trust other than such, if
any, as the Board of Trustees, in its sole discretion, may determine and at
such price or prices and upon such other terms as the Board of Trustees, in its
sole discretion, may fix; and any Shares or other securities which the Board of
Trustees may determine to offer for subscription may, as the Board of Trustees
in its sole discretion shall determine, be offered to the holders of any class,
series or type of Shares or other securities at the time outstanding to the
exclusion of the holders of any or all other classes, series or types of Shares
or other securities at the time outstanding.

ARTICLE VIII
RESTRICTIONS ON TRANSFER AND SHARES-IN-TRUST

Section 1. Restrictions on Transfer.

(A) Restrictions on Transfers.

(1) Except as provided in Section 1(F) hereof, from the date of the
Initial Public Offering and prior to the Restriction Termination Date, no
Person shall Beneficially Own or Constructively Own outstanding Shares in
excess of the Ownership Limit.

(2) Except as provided in Section 1(F) hereof, from the date of the
Initial Public Offering and prior to the Restriction Termination Date, any
Transfer that, if effective, would result in any Person Beneficially Owning or
Constructively Owning Shares in excess of the Ownership Limit shall be void ab
initio as to the Transfer of that number of Shares which would be otherwise
Beneficially Owned or Constructively Owned by such Person in excess of the
Ownership Limit and the intended transferee shall acquire no rights in such
excess Shares.

(3) From the date of the Initial Public Offering and prior to the
Restriction Termination Date, any Transfer that, if effective, would result in
the Shares being beneficially owned by fewer than 100 Persons (determined
without reference to any rules of attribution) shall be void ab initio as to
the Transfer of that number of shares which would be otherwise beneficially
owned (determined without reference to any rules of attribution) by the
transferee, and the intended transferee shall acquire no rights in such excess
Shares.

(4) From the date of the Initial Public Offering and prior to the
Restriction Termination Date, any Transfer of Shares that, if effective, would
result in the Trust being closely held within the meaning of Section 856(h)
of the Code shall be void ab initio as

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to the Transfer of that number of Shares which would cause the Trust to be
closely held within the meaning of Section 856(h) of the Code, and the
intended transferee shall acquire no rights in such excess Shares.

(5) Except as provided in Section 1(F) hereof, from the date of the
Initial Public Offering and prior to the Restriction Termination Date, any
Transfer of Shares that, if effective, would cause the Trust to Constructively
Own 10% or more of the ownership interests in a tenant of the Trusts real
property, 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 which would cause the
Trust to Constructively Own 10% or more of the ownership interests in a tenant
of the Trusts real property, within the meaning of Section 856(d)(2)(B) of the
Code, and the intended transferee shall acquire no rights in such excess
Shares.

(B) Transfer to Share Trust.

(1) If, notwithstanding the other provisions contained in this Section 1
of Article VIII, at any time after the date of the Initial Public Offering and
prior to the Restriction Termination Date, there is a purported Transfer or
Non-Transfer Event such that any Person would either Beneficially Own or
Constructively Own Shares in excess of the Ownership Limit, then, (x) except as
otherwise provided in Section 1(F) hereof, the purported transferee shall
acquire no right or interest (or, in the case of a Non-Transfer Event, the
person holding record title to the Shares Beneficially Owned or Constructively
Owned by such Beneficial Owner or Constructive Owner, shall cease to own any
right or interest) in such number of Shares which would cause such Beneficial
Owner or Constructive Owner to Beneficially Own or Constructively Own Shares in
excess of the Ownership Limit, (y) such number of Shares in excess of the
Ownership Limit (rounded up to the nearest whole share), shall be designated
Shares-in-Trust and, in accordance with the provisions of Section 2 hereof,
transferred automatically and by operation of law to the Share Trust to be held
in accordance with that Section 2 and (z) the Prohibited Owner shall submit
such number of Shares to the Trust for registration into the name of the Share
Trust. Such transfer to a Share Trust and the designation of shares as
Shares-in-Trust shall be effective as of the close of business on the business
day prior to the date of the Transfer or Non-Transfer Event, as the case may
be.

(2) If, notwithstanding the other provisions contained in this Section 1
of Article VIII, at any time after the date of the Initial Public Offering and
prior to the Restriction Termination Date, there is a purported Transfer or
Non-Transfer Event that, if effective, would (i) result in the Shares being
beneficially owned by fewer than 100 Persons (determined without reference to
any rules of attribution), (ii) result in the Trust being closely held within
the meaning of Section 856(h) of the Code, or (iii) cause the Trust to
Constructively Own 10% or more of the ownership interests in a tenant of the
Trusts real property, within the meaning of Section 856(d)(2)(B) of the Code,
then (x) the purported transferee shall not acquire any right or interest (or,
in the case of a Non-Transfer Event, the person holding record title of the
Shares with respect to which such Non-Transfer Event occurred, shall cease to
own any right or interest) in such number of Shares, the ownership of which by
such purported transferee or record holder would (A) result in the Shares being
beneficially owned by fewer than 100 Persons (determined without reference to
any rules of attribution), (B) result in the Trust being closely held within
the meaning of Section 856(h) of the Code, or (C) cause the Trust to
Constructively

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Own 10% or more of the ownership interests in a tenant of the Trusts real
property, within the meaning of Section 856(d)(2)(B) of the Code, (y) such
number of Shares (rounded up to the nearest whole share) shall be designated
Shares-in-Trust and, in accordance with the provisions of Section 2 hereof,
transferred automatically and by operation of law to the Share Trust to be held
in accordance with that Section 2, and (z) the Prohibited Owner shall submit
such number of Shares to the Trust for registration into the name of the Share
Trust. Such transfer to a Share Trust and the designation of shares as
Shares-in-Trust shall be effective as of the close of business on the business
day prior to the date of the Transfer or Non-Transfer Event, as the case may
be. If, for any reason, the transfer to the Share Trust is not automatically
effective to prevent the result described in (A), (B) or (C) of this paragraph,
then the Transfer or Non-Transfer Event to the extent of the number of shares
calculated in clause (y) of this paragraph shall be void.

(C) Remedies For Breach. If the Trust, or its designees, shall at any
time determine in good faith that a Transfer has taken place in violation of
Section 1(A) hereof or that a Person intends to acquire or has attempted to
acquire Beneficial Ownership or Constructive Ownership of any Shares in
violation of Section 1(A) hereof, the Trust 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 books of the Trust or instituting proceedings to enjoin such
Transfer or acquisition.

(D) Notice of Restricted Transfer. Any Person who acquires or attempts to
acquire Shares in violation of Section 1(A) hereof, or any Person who owned
Shares that were transferred to the Share Trust pursuant to the provisions of
Section 1(B) hereof, shall immediately give written notice to the Trust of such
event and shall provide to the Trust such other information as the Trust may
request in order to determine the effect, if any, of such Transfer or
Non-Transfer Event, as the case may be, on the Trusts status as a REIT.

(E) Owners Required To Provide Information. From the date of the Initial
Public Offering and prior to the Restriction Termination Date:

(1) Every Beneficial Owner or Constructive Owner of more than 5%, or such
lower percentages as required pursuant to regulations under the Code, of the
outstanding Shares of the Trust shall, within 30 days after January 1 of each
year, provide to the Trust a written statement or affidavit stating the name
and address of such Beneficial Owner or Constructive Owner, the number of
Shares Beneficially Owned or Constructively Owned, and a description of how
such Shares are held. Each such Beneficial Owner or Constructive Owner shall
provide to the Trust such additional information as the Trust may request in
order to determine the effect, if any, of such Beneficial Ownership or
Constructive Ownership on the Trusts status as a REIT and to ensure compliance
with the Ownership Limit.

(2) Each Person who is a Beneficial Owner or Constructive Owner of Shares
and each Person (including the Shareholder of record) who is holding Shares for
a Beneficial Owner or Constructive Owner shall provide to the Trust a written
statement or affidavit stating such information as the Trust may request in
order to determine the Trusts status as a REIT and to ensure compliance with
the Ownership Limit.

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(F) Exception to Ownership Limit. The Ownership Limit shall not apply to
the acquisition of Shares by an underwriter that participates in a public
offering of such shares for a period of 90 days following the purchase by such
underwriter of such Shares, provided, further, that the restrictions contained
in Section 1(A) of this Article VIII will not be violated following the
distribution by such underwriter of such underwritten Shares. In addition, the
Board of Trustees, upon receipt of a ruling from the Internal Revenue Service
or an opinion of counsel in each case to the effect that the restrictions
contained in Section 1(A)(3) and/or Section 1(A)(4) hereof will not be violated
and that REIT status will not otherwise be lost, may exempt a Person from the
Ownership Limit if such Person is not an individual for purposes of Section
542(a)(2) of the Code, provided that (i) the Board of Trustees obtains such
representations and undertakings from such Person as are reasonably necessary
to ascertain that no individuals Beneficial Ownership or Constructive
Ownership of Shares will cause the Trust to lose its status as a REIT and (ii)
such Person agrees that any violation or attempted violation of such
representations and undertakings will result in a transfer to the Share Trust
of Shares pursuant to Section 1(B) hereof.

Section 2. Shares-in-Trust.

(A) Share Trust. Any Shares transferred to a Share Trust and designated
Shares-in-Trust pursuant to Section 1(B) hereof shall be held for the exclusive
benefit of the Beneficiary. The Trust shall name a beneficiary of each Share
Trust within five days after discovery of the existence thereof. Any transfer
to a Share Trust, and subsequent designation of Shares as Shares-in-Trust,
pursuant to Section 1(B) hereof shall be effective as of the close of business
on the business day prior to the date of the Transfer or Non-Transfer Event
that results in the transfer to the Share Trust. Shares-in-Trust shall remain
issued and outstanding Shares of the Trust and shall be entitled to the same
rights and privileges on identical terms and conditions as are all other issued
and outstanding Shares of the same class and series. When transferred to a
Permitted Transferee in accordance with the provisions of Section 2(E) hereof,
such Shares-in-Trust shall cease to be designated as Shares-in-Trust.

(B) Dividend Rights. The Share Trust, as record holder of
Shares-in-Trust, shall be entitled to receive all dividends and distributions
as may be declared by the Board of Trustees on such Shares and shall hold such
dividends or distributions in trust for the benefit of the Beneficiary. The
Prohibited Owner with respect to Shares-in-Trust shall repay to the Share Trust
the amount of any dividends or distributions received by it that (i) are
attributable to any Shares designated Shares-in-Trust and (ii) the record date
for which was on or after the date that such shares became Shares-in-Trust.
The Trust 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 Beneficially Owned or Constructively Owned by
the Person who, but for the provisions of Section 1(B) hereof, would
Constructively Own or Beneficially Own the Shares-in-Trust; and, as soon as
reasonably practicable following the Trusts receipt or withholding thereof,
shall pay over to the Share Trust for the benefit of the Beneficiary the
dividends so received or withheld, as the case may be.

(C) Rights Upon Liquidation. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of, or any distribution of the assets
of, the

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Trust, each holder of Shares-in-Trust shall be entitled to receive,
ratably with each other holder of Shares of the same class or series, that
portion of the assets of the Trust which is available for distribution to the
holders of such class and series of Shares. The Share 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 pursuant to this
Section 2(C) in excess of, (i) in the case of a purported Transfer in which the
Prohibited Owner gave value for Shares and which Transfer resulted in the
transfer of the shares to the Share Trust, the price per share, if any, such
Prohibited Owner paid for the Shares and, (ii) in the case of a Non-Transfer
Event or 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 Transfer, as the case may be, resulted in the transfer of
shares to the Share Trust, the price per share equal to the Market Price on the
date of such Non-Transfer Event or Transfer. Any remaining amount in such
Share Trust shall be distributed to the Beneficiary.

(D) Voting Rights. The Share Trustee shall be entitled to vote all
Shares-in-Trust. Any vote by a Prohibited Owner as a holder of Shares prior to
the discovery by the Trust that the Shares are Shares-in-Trust shall, subject
to applicable law, be rescinded and shall be void ab initio with respect to
such Shares-in-Trust and the Prohibited Owner shall be deemed to have given, as
of the close of business on the business day prior to the date of the purported
Transfer or Non-Transfer Event that results in the transfer to the Share Trust
of Shares under Section 1(B) hereof, an irrevocable proxy to the Share Trustee
to vote the Shares-in-Trust in the manner in which the Share Trustee, in its
sole and absolute discretion, desires. If, however, the Trust has already
taken irreversible action, then the Share Trustee shall not have the authority
to rescind and revoke such vote.

(E) Designation of Permitted Transferee. The Share Trustee shall have the
exclusive and absolute right to designate a Permitted Transferee of any and all
Shares-in-Trust. In an orderly fashion so as not to materially adversely
affect the Market Price of the Shares-in-Trust, the Share Trustee shall
designate any Person as Permitted Transferee, provided, however, that (i) the
Permitted Transferee so designated purchases for valuable consideration
(whether in a public or private sale), at a price as set forth in Section 2(G)
hereof, the Shares-in-Trust and (ii) the Permitted Transferee so designated may
acquire such Shares-in-Trust without such acquisition resulting in a transfer
to a Share Trust and the redesignation of such Shares so acquired as
Shares-in-Trust under Section 1(B) hereof. Upon the designation by the Share
Trustee of a Permitted Transferee in accordance with the provisions of this
Section 2(E), the Share Trustee shall (i) cause to be transferred to the
Permitted Transferee that number of Shares-in-Trust acquired by the Permitted
Transferee, (ii) cause to be recorded on the books of the Trust that the
Permitted Transferee is the holder of record of such number of Shares, (iii)
cause the Shares-in-Trust to be canceled and (iv) distribute to the Beneficiary
any and all amounts held with respect to the Shares-in-Trust after making the
payment to the Prohibited Owner pursuant to Section 2(F) hereof.

(F) Compensation to Record Holder of Shares that Become Shares-in-Trust.
Any Prohibited Owner shall be entitled (following discovery of the
Shares-in-Trust and subsequent designation of the Permitted Transferee in
accordance with Section 2(E) hereof or following the acceptance of the offer to
purchase such shares in accordance with Section 2(G)

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hereof) to receive from the Share Trustee following the sale or other
disposition of such Shares-in-Trust the lesser of (i) in the case of (a) a
purported Transfer in which the Prohibited Owner gave value for Shares and
which Transfer resulted in the transfer of the Shares to the Share Trust, the
price per share, if any, such Prohibited Owner paid for the Shares, or (b) a
Non-Transfer Event or 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 Transfer, as the case may be, resulted in the
transfer of shares to the Share Trust, the price per share equal to the Market
Price on the date of such Non-Transfer Event or Transfer and (ii) the price per
Share received by the Share Trustee from the sale or other disposition of such
Shares-in-Trust in accordance with Section 2(E) hereof. Any amounts received
by the Share Trustee in respect of such Shares-in-Trust and in excess of such
amounts to be paid the Prohibited Owner pursuant to this Section 2(F) shall be
distributed to the Beneficiary in accordance with the provisions of Section
2(E) hereof. Each Beneficiary and Prohibited Owner waive any and all claims
that they may have against the Share Trustee and the Share Trust arising out of
the disposition of Shares-in-Trust, except for claims arising out of the gross
negligence or willful misconduct of, or any failure to make payments in
accordance with this Section 2 by such Share Trustee or the Trust.

(G) Purchase Right in Shares-in-Trust. Shares-in-Trust shall be deemed to
have been offered for sale to the Trust, 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-in-Trust (or, in the case of devise, gift or Non-Transfer Event,
the Market Price at the time of such devise, gift or Non-Transfer Event) and
(ii) the Market Price on the date the Trust, or its designee, accepts such
offer. The Trust shall have the right to accept such offer for a period of
ninety days after the later of (i) the date of the Non-Transfer Event or
purported Transfer which resulted in such Shares-in-Trust or (ii) the date the
Trust determines in good faith that a Transfer or Non-Transfer Event resulting
in Shares-in-Trust has occurred, if the Trust does not receive a notice of such
Transfer or Non-Transfer Event pursuant to Section 1(D) hereof.

Section 3. Remedies Not Limited. Subject to Section 1 of Article VI,
nothing contained in this Article VIII shall limit the authority of the Board
of Trustees to take such other action as it deems necessary or advisable to
protect the Trust and the interests of its Shareholders by preservation of the
Trusts status as a REIT and to ensure compliance with the Ownership Limit.

Section 4. Ambiguity. In the case of an ambiguity in the application of
any of the provisions of Article VIII, including any defined term used herein,
the Board of Trustees shall have the power to determine the application of the
provisions of this Article VIII with respect to any situation based on the
facts known to it.

Section 5. Legend. Each certificate for Shares shall bear the following
legend:

The Common Shares or Preferred Shares or other Shares represented by this
certificate are subject to restrictions on transfer for the purpose of the
Trust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 provided in the Declaration of Trust of the
Trust, no Person may (i) Beneficially or Constructively Own Common Shares in

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excess of 9.9% of the number of outstanding Common Shares, (ii)
Beneficially or Constructively Own Shares of any class or series of Preferred
Shares in excess of 9.9% of the number of outstanding Preferred Shares of such
class or series, (iii) Beneficially Own Shares that would result in the Shares
being beneficially owned by fewer than 100 Persons (determined without
reference to any rules of attribution), (iv) Beneficially Own Shares that would
result in the Trust being closely held under Section 856(h) of the Code, or
(v) Constructively Own Shares that would cause the Trust to Constructively Own
10% or more of the ownership interests in a tenant of the Trusts real
property, within the meaning of Section 856(d)(2)(B) of the Code. Any Person
who attempts to Beneficially or Constructively Own Shares in excess of the
above limitations must immediately notify the Trust in writing. If any
restrictions above are violated, the Shares represented hereby will be
transferred automatically to a Share Trust and shall be designated
Shares-in-Trust to a trustee of a trust for the benefit of one or more
charitable beneficiaries. In addition, 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 Trusts Amended and Restated Declaration of Trust, as the same may be
further amended from time to time, a copy of which, including the restrictions
on transfer, will be sent without charge to each Shareholder who so requests.
Such requests must be made to the secretary of the trust at its principal
office or to the transfer agent.

Section 6. Severability. If any provision of this Article VIII 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 IX
SHAREHOLDERS

Section 1. Meetings. There shall be an annual meeting of the
Shareholders, to be held on proper notice at such time (after the delivery of
the annual report) and convenient location as shall be determined by or in the
manner prescribed in the Bylaws, for the election of the Trustees, if required,
and for the transaction of any other business within the powers of the Trust.
Except as otherwise provided in the Declaration of Trust, special meetings of
Shareholders may be called in the manner provided in the Bylaws. If there are
no Trustees, the officers of the Trust shall promptly call a special meeting of
the Shareholders entitled to vote for the election of successor Trustees. Any
meeting may be adjourned and reconvened as the Trustees determine or as
provided in the Bylaws. With respect to any meeting of Shareholders (or a
special meeting in lieu of an annual meeting), the nomination of persons for
election to the Board of Trustees or the proposal of business to be considered
by Shareholders may be made only (a) by the Board of Trustees, (b) as otherwise
provided in the Declaration of Trust, or (c) as otherwise provided in the
Bylaws. With respect to a special meeting of Shareholders, only the business
specified in the Companys notice of meeting may be brought before the meeting.

Section 2. Voting Rights. Subject to the provisions of any class or
series of Shares then outstanding and Maryland law, the Shareholders shall be
entitled to vote only on the following matters: (a) termination of REIT status
as provided in Section (1)(C) of Article VI, (b) election of Trustees as
provided in Section 2 of Article VI and the Bylaws and the removal of

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Trustees as provided in Section 4 of Article VI ; (c) amendment of the
Declaration of Trust as provided in Article X; (d) termination of the Trust as
provided in Section 2 of Article XIII; (e) merger or consolidation of the
Trust, or the sale or disposition of substantially all of the Trust Property,
as provided in Article XII; and (f) such other matters with respect to which a
vote of the Shareholders is required by applicable law or the Board of Trustees
has adopted a resolution declaring that a proposed action is advisable and
directing that the matter be submitted to the Shareholders for approval or
ratification. Except with respect to the foregoing matters, no action taken by
the Shareholders at any meeting shall in any way bind the Board of Trustees.

Section 3. Preemptive and Appraisal Rights. Except as may be provided by
the Board of Trustees in setting the terms of classified or reclassified Shares
pursuant to Section 4 of Article VII or the Declaration of Trust, no holder of
Shares shall, as such holder, (a) have any preemptive or preferential right to
purchase or subscribe for any additional Shares of the Trust or any other
security of the Trust which it may issue or sell or (b), except as expressly
required by Title 8, have any right to require the Trust to pay him the fair
value of his Shares in an appraisal or similar proceeding.

Section 4. Extraordinary Actions. Except as specifically provided in
Sections 1(C) and 4 of Article VI, Article VIII, Sections 1, 2 and 3 of Article
XI, and Section 2 of Article XIII, of the Declaration of Trust, notwithstanding
any provision of law permitting or requiring any action to be taken or
authorized by the affirmative vote of the holders of a greater number of votes,
any such action shall be effective and valid if taken or authorized by the
affirmative vote of holders of Shares entitled to cast a majority of all the
votes entitled to be cast on the matter.

Section 5. Board Approval. The submission of any action to the
Shareholders for their consideration shall first be approved by the Board of
Trustees.

Section 6. Action By Shareholders Without a Meeting. The Bylaws of the
Trust may provide that any action required or permitted to be taken by the
Shareholders may be taken without a meeting by the unanimous written consent of
the Shareholders entitled to vote on such matter.

ARTICLE X
LIABILITY LIMITATION, INDEMNIFICATION AND
TRANSACTIONS WITH THE TRUST

Section 1. Limitation of Shareholder Liability. No Shareholder shall be
liable for any debt, claim, demand, judgment or obligation of any kind of,
against or with respect to the Trust by reason of his being a Shareholder, nor
shall any Shareholder be subject to any personal liability whatsoever, in tort,
contract or otherwise, to any person in connection with the property or the
affairs of the Trust by reason of his being a Shareholder.

Section 2. Limitation of Trustee and Officer Liability. To the maximum
extent that Maryland law in effect from time to time permits limitation of the
liability of trustees and officers of a REIT, no Trustee or officer of the
Trust shall be liable to the Trust or to any Shareholder for money damages.
Neither the amendment nor repeal of this Section, nor the adoption or amendment
of any other provision of the Declaration of Trust or Bylaws of the Trust

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inconsistent with this Section, shall apply to or affect in any respect
the applicability of the preceding sentence with respect to any act or failure
to act which occurred prior to such amendment, repeal or adoption. In the
absence of any Maryland statute limiting the liability of trustees and officers
of a Maryland REIT for money damages in a suit by or on behalf of the Trust or
by any Shareholder, no Trustee or officer of the Trust shall be liable to the
Trust or to any Shareholder for money damages except to the extent that (a) the
Trustee or officer actually received an improper benefit or profit in money,
property, or services, for the amount of the benefit or profit in money,
property, or services actually received; or (b) a judgment or other final
adjudication adverse to the Trustee or officer is entered in a proceeding based
on a finding in the proceeding that the Trustees or officers action or
failure to act was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding.

Section 3. Express Exculpatory Clauses in Instruments. Neither the
Shareholders nor the Trustees, officers, employees or agents of the Trust shall
be liable under any written instrument creating an obligation of the Trust, and
all Persons shall look solely to the Trust Property for the payment of any
claim under or for the performance of that instrument. The omission of the
foregoing exculpatory language from any instrument shall not affect the
validity or enforceability of such instrument and shall not render any
Shareholder, Trustee, officer, employee or agent liable thereunder to any third
party, nor shall the Trustees or any officer, employee or agent of the Trust be
liable to anyone for such omission.

Section 4. Indemnification. The Trust 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 Shareholder, Trustee or officer of the Trust or (b) any
individual who, while a Trustee of the Trust and at the request of the Trust,
serves or has served as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or 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 Shareholder, Trustee or officer of the
Trust. The Trust shall have the power, with the approval of its Board of
Trustees, to provide such indemnification and advancement of expenses to a
person who served as a predecessor of the Trust in any of the capacities
described in (a) or (b) above, and to any employee or agent of the Trust or a
predecessor of the Trust.

Section 5. Transactions Between the Trust and its Trustees, Officers,
Employees and Agents. Subject to any express restrictions in the Declaration
of Trust or adopted by the Trustees in the Bylaws or by resolution, the Trust
may enter into any contract or transaction of any kind with any person,
including any Trustee, officer, employee or agent of the Trust or any person
affiliated with a Trustee, officer, employee or agent of the Trust, whether or
not any of them has a financial interest in such transaction.

ARTICLE XI
AMENDMENTS

Section 1. General. The Trust reserves the right from time to time to
make any amendment to the Declaration of Trust, now or hereafter authorized by
law, including any

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amendment altering the terms or contract rights, as expressly set forth in
the Declaration of Trust, of any Shares. All rights and powers conferred by
this Declaration of Trust on Shareholders, Trustees and officers are granted
subject to this reservation. An amendment to the Declaration of Trust (a)
shall be signed and acknowledged by at least a majority of the Trustees, (b)
shall be filed for record with SDAT as provided in Article XIII, Section 5 and
(c) shall become effective as of the later of the time the SDAT accepts the
amendment for record or the time established in the amendment, not to exceed 30
days after the amendment is accepted for record. All references to the
Declaration of Trust shall include all amendments thereto.

Section 2. By Trustees. The Trustees by a two-thirds vote may amend the
Declaration of Trust from time to time, in the manner provided by Title 8,
without any action by the Shareholders, to qualify as a REIT under the Code or
under Title 8.

Section 3. By Shareholders. Other than amendments pursuant to Section 2
of this Article XI, any amendment to the Declaration of Trust shall be valid
only if approved by the affirmative vote of at least a majority of all the
votes entitled to be cast on the matter, except that any amendment to Sections
1(C) and 4 of Article VI, Article VIII, Sections 1, 2 and 3 of Article XI and
Section 2 of Article XIII, of the Declaration of Trust shall be valid only if
approved by the affirmative vote of two-thirds of all the votes entitled to be
cast on the matter.

ARTICLE XII
MERGER, CONSOLIDATION OR SALE OF TRUST PROPERTY

Subject to the provisions of any class or series of Shares at the time
outstanding, the Trust may (a) merge the Trust into a Maryland or foreign
business trust, corporation having capital stock, limited partnership or
limited liability company; or one or more such business trusts, such
corporations, domestic or foreign limited partnerships or limited liability
companies may merge into it, (b) consolidate the Trust with a Maryland or
foreign business trust, corporation having capital stock, limited partnership
or limited liability company; or one or more such business trusts, such
corporations, domestic or foreign limited partnerships or limited liability
companies may consolidate into it, (c) participate in a share exchange either
as the successor or as the entity whose securities are to be acquired, or (d)
sell, exchange or otherwise transfer all or substantially all of the Trust
Property. Any such action must be approved by the Board of Trustees and, after
notice to all Shareholders entitled to vote on the matter, by the affirmative
vote of a majority of all the votes entitled to be cast on the matter. As used
herein, a sale, exchange or other transfer of substantially all of the assets
of the Trust shall mean a sale, exchange or other transfer of 90% or more of
the total assets of the Company (based upon the most recent appraised values)
within a twelve-month period.

ARTICLE XIII
DURATION AND TERMINATION OF TRUST

Section 1. Duration. The Trust shall continue perpetually unless
terminated pursuant to Section 2 of this Article XIII or pursuant to any
applicable provision of Title 8.

Section 2. Termination.

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(A) Subject to the provisions of any class or series of Shares at the time
outstanding, the Trust may be terminated at any meeting of Shareholders, by the
affirmative vote of two thirds of all the votes entitled to be cast on the
matter. Upon the termination of the Trust:

(1) The Trust shall carry on no business except for the purpose of winding
up its affairs.

(2) The Trustees shall proceed to wind up the affairs of the Trust and all
of the powers of the Trustees under the Declaration of Trust shall continue,
including the powers to fulfill or discharge the Trusts contracts, collect its
assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or
any part of the remaining property of the Trust to one or more persons at
public or private sale for consideration which may consist in whole or in part
of cash, securities or other property of any kind, discharge or pay its
liabilities and do all other acts appropriate to liquidate its business.

(3) After paying or adequately providing for the payment of all debts and
liabilities of the Trust, and upon receipt of such releases, indemnities and
agreements as they deem necessary for their protection, the Trust may
distribute the remaining property of the Trust among the Shareholders so that
after payment in full or the setting apart for payment of such preferential
amounts, if any, to which the holders of any Shares at the time outstanding
shall be entitled, the remaining property of the Trust shall, subject to any
participating or similar rights of Shares at the time outstanding, be
distributed ratably among the holders of Common Shares at the time outstanding.

(B) After termination of the Trust, the liquidation of its business and
the distribution to the Shareholders as herein provided, a majority of the
Trustees shall execute and file with the Trusts records a document certifying
that the Trust has been duly terminated, and the Trustees shall be discharged
from all liabilities and duties hereunder, and the rights and interests of all
Shareholders shall cease.

ARTICLE XIV
CONTROL SHARE ACQUISITIONS

The Trust will not be governed by Title 3, Subtitle 7 of the Corporations
and Associations Article of the Annotated Code of Maryland entitled Voting
Rights of Certain Control Shares.

ARTICLE XV
MISCELLANEOUS

Section 1. Governing Law. The Declaration of Trust is executed by the
undersigned Trustee constituting all of the Trustees of the Trust and delivered
in the State of Maryland with reference to the laws thereof, and the rights of
all parties and the validity, construction and effect of every provision hereof
shall be subject to and construed according to the laws of the State of
Maryland without regard to conflicts of laws provisions thereof.

Section 2. Reliance by Third Parties. Any certificate shall be final and
conclusive as to any person dealing with the Trust if executed by the Secretary
or an Assistant

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Secretary of the Trust or a Trustee, and if certifying to: (a) the number
or identity of Trustees, officers of the Trust or Shareholders; (b) the due
authorization of the execution of any document; (c) the action or vote taken,
and the existence of a quorum, at a meeting of the Board of Trustees or
Shareholders; (d) a copy of the Declaration of Trust or of the Bylaws as a true
and complete copy as then in force; (e) an amendment to the Declaration of
Trust; (f) the termination of the Trust; or (g) the existence of any fact
relating to the affairs of the Trust. No purchaser, lender, transfer agent or
other person shall be bound to make any inquiry concerning the validity of any
transaction purporting to be made by the Trust on its behalf or by any officer,
employee or agent of the Trust.

Section 3. Severability.

(A) The provisions of the Declaration of Trust are severable, and if the
Board of Trustees shall determine, with the advice of counsel, that any one or
more of such provisions (the Conflicting Provisions) are in conflict with the
Code, Title 8 or other applicable federal or state laws, the Conflicting
Provisions, to the extent of the conflict, shall be deemed never to have
constituted a part of the Declaration of Trust, even without any amendment of
the Declaration of Trust pursuant to Article XI and without affecting or
impairing any of the remaining provisions of the Declaration of Trust or
rendering invalid or improper any action taken or omitted prior to such
determination. No Trustee shall be liable for making or failing to make such a
determination. In the event of any such determination by the Board of
Trustees, the Board shall amend the Declaration of Trust in the manner provided
in Section 2 of Article XI.

(B) If any provision of the Declaration of Trust shall be held invalid or
unenforceable in any jurisdiction, such holding shall apply only to the extent
of any such invalidity or unenforceability and shall not in any manner affect,
impair or render invalid or unenforceable such provision in any other
jurisdiction or any other provision of the Declaration of Trust in any
jurisdiction.

Section 4. Construction. In the Declaration of Trust, unless the context
otherwise requires, words used in the singular or in the plural include both
the plural and singular and words denoting any gender include all genders. The
title and headings of different parts are inserted for convenience and shall
not affect the meaning, construction or effect of the Declaration of Trust. In
defining or interpreting the powers and duties of the Trust and its Trustees
and officers, reference may be made by the Trustees or officers, to the extent
appropriate and not inconsistent with the Code or Title 8, to Titles 1 through
3 of the Corporations and Associations Article of the Annotated Code of
Maryland. In furtherance and not in limitation of the foregoing, in accordance
with the provisions of Title 3, Subtitles 6 and 7, of the Corporations and
Associations Article of the Annotated Code of Maryland, the Trust shall be
included within the definition of corporation for purposes of such
provisions.

Section 5. Recordation. The Declaration of Trust and any amendment hereto
shall be filed for record with the SDAT and may also be filed or recorded in
such other places as the Trustees deem appropriate, but failure to file for
record the Declaration of Trust or any amendment hereto in any office other
than in the State of Maryland shall not affect or impair the validity or
effectiveness of the Declaration of Trust or any amendment hereto. A restated

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Declaration of Trust shall, upon filing, be conclusive evidence of all
amendments contained therein and may thereafter be referred to in lieu of the
original Declaration of Trust and the various amendments thereto.

Section 6. Approval by Sole Trustee and Sole Stockholder. This Amended
and Restated Declaration of Trust has been approved by unanimous written
consent of the sole Trustee and the sole stockholder of the Trust effective the
date hereof.

Section 7. Authorized Capital Shares.

(a) Prior hereto the authorized shares of beneficial interest of the Trust
consists of One Million (1,000,000) shares of beneficial interest, $.01 par
value per share, all of which have been designated as common shares of
beneficial interest, $.01 par value per share.

(b) Upon filing hereof with the Maryland State Department of Assessments
and Taxation the authorized beneficial interest of the Trust shall consist of
One Hundred Twenty Million (120,000,000) shares of beneficial interest, $.01
par value per share, of which One Hundred Million (100,000,000) shall be common
shares of beneficial interest, par value $.01 per share, and Twenty Million
(20,000,000) shall be preferred shares of beneficial interest, $.01 par value
per share.

(c) Increase in Aggregate Par Value of Shares of Beneficial Interest.
Upon filing of the Amended and Declaration of Trust the aggregate par value of
authorized capital shares of beneficial interest of the Trust shall increase
from $10,000 to $1,200,000.

IN WITNESS WHEREOF, this Declaration of Trust has been signed on this 3rd
day of February 1998 by the undersigned sole Trustee of the Trust and witnessed
by the undersigned Secretary of the Trust, each of whom acknowledges that this
document is his free act and deed, and that to the best of his knowledge,
information, and belief, the matters and facts set forth herein are true in all
material respects and that the statement is made under the penalties for
perjury.

| |  |                                |  | 
| |  | ------------------------------ |  | 
| |  | CAPITAL AUTOMOTIVE REIT        |  | 
| |  |                                |  | 
| |  | /s/ Thomas D. Eckert           |  | 
| |  |                                |  | 
| |  | Thomas D. Eckert, sole Trustee |  | 

ATTEST:

IN WITNESS WHEREOF, this Declaration of Trust has been signed on this 3rd
day of February 1998 by the sole Trustee of the Trust who acknowledges that
this document is his free act and deed, and that to the best of his knowledge,
information, and belief, the matters and facts set forth herein are true in all
material respects and that the statement is made under the penalties for
perjury.

| |  |                         |        | 
| |  | ----------------------- | ------ | 
| |  | /s/ David S. Kay        |        | 
| |  |                         | (SEAL) | 
| |  | David S. Kay, Secretary |        | 

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CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED DECLARATION OF TRUST
OF
CAPITAL AUTOMOTIVE REIT

The undersigned, being members of the Board of Trustees (the Board) of
Capital Automotive REIT, a Maryland real estate investment trust (the Trust),
do hereby certify pursuant to the provisions of Article XI of the Amended and
Restated Declaration of Trust of the Trust (the Declaration of Trust) filed
with the Maryland State Department of Assessments and Taxation on February 3,
1998, and in accordance with the applicable provisions of Maryland law:



|1. |  | That the Board has adopted a resolution to amend the Declaration of
Trust as hereinafter set forth and has declared that such amendment is
advisable.                                                                                                                         
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Pursuant to Article XI, Section 3 of the Declaration of Trust, the
amendment to the Declaration of Trust set forth below shall be approved
by the shareholders of the Trust by the affirmative vote of at least a
majority of all the votes entitled to be cast on the matter.
|  
|3. |  | That the amendment has been approved by the shareholders of the
Trust by the affirmative vote of at least a majority of the
shareholders entitled to notice of, and to vote at, the Annual Meeting
of the shareholders of the Trust held on May 6, 2003.                      

Therefore, the Declaration of Trust is hereby amended as follows:

Article VI, Section 5 is hereby amended by deleting in its entirety
Article VI, Section 5 thereof and substituting as Article VI, Section 5 the
following:



| | Independent Trustees. Notwithstanding anything herein
to the contrary, at all times (except during a period
not to exceed ninety (90) days following the death,
resignation, incapacity or removal from office of a
Trustee prior to expiration of the Trustees term of
office), the Board of Trustees and any committee
thereof shall have such number of Trustees with such
characteristics as may be necessary to satisfy all
independence requirements set forth in the Securities
Exchange Act of 1934 and the rules and regulations
promulgated by the Securities and Exchange Commission
thereunder, and the rules and regulations of any stock
exchange or automated interdealer quotation system on
which any Shares are listed.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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I, Thomas D. Eckert, the Chief Executive Officer of the Trust, acknowledge
(i) that I have been authorized by the Board to file this Certificate of
Amendment with the Maryland State Department of Assessments and Taxation, (ii)
this Certificate of Amendment to be the act of the Trust and (iii) as to all
matters or facts required to be verified under oath, I acknowledges that, to
the best of my knowledge, information and belief, these matters and facts are
true in all material respects and that this statement is made under the
penalties of perjury.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
13th day of June, 2003.

| |  |                         |  |                                |  | 
| |  | ----------------------- |  | ------------------------------ |  | 
| |  | CAPITAL AUTOMOTIVE REIT
| |  |                         |  |                                |  | 
| |  | By:                     |  | /s/ Thomas D. Eckert           |  | 
| |  |                         |  |                                |  | 
| |  |                         |  | Name: Thomas D. Eckert         |  | 
| |  |                         |  | Title: Chief Executive Officer |  |