FIRST WASHINGTON REALTY TRUST, INC.

                             ARTICLES OF RESTATEMENT

THIS IS TO CERTIFY THAT:

     FIRST:  First Washington  Realty Trust,  Inc., a Maryland  corporation (the
"Corporation"), desires to restate its charter as currently in effect.

     SECOND:  The  following  provisions  are all the  provisions of the charter
currently in effect:

                                    ARTICLE I
                                      Name

     The name of the Corporation (the  "Corporation") is First Washington Realty
Trust, Inc.

                                   ARTICLE II
                 Principal Office, Registered Office, and Agent

     The address of the Corporation's  principal office in the State of Maryland
is c/o The Prentice Hall  Corporation  System,  Maryland,  11 East Chase Street,
Baltimore,  Maryland 21202. The name and address of the  Corporation's  resident
agent  in the  State of  Maryland  are The  Prentice  Hall  Corporation  System,
Maryland, 11 East Chase Street, Baltimore,  Maryland 21202. The registered agent
is a corporation located in the State of Maryland.

                                   ARTICLE III
                                     Purpose

     The purpose of the  Corporation  is to engage in any lawful act or activity
for which  corporations may be organized under the Maryland General  Corporation
Law as now or hereafter in force (the "MGCL").

                                   ARTICLE IV
                                 Capitalization

4.1  STOCK

     Section  4.1.1  Authority  to Issue  Stock.  The Board of  Directors of the
Corporation may authorize the issuance from time to time of shares of its stock,
whether now or  hereafter  authorized,  for such  consideration  as the Board of
Directors may deem advisable, subject to such limitations as may be set forth in
the Charter or the Bylaws of the Corporation.





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     Section  4.1.2  Shares  and Par  Value.  The total  number of shares of all
classes of stock that the  Corporation  has  authority  to issue is one  hundred
million  (100,000,000),  consisting of (i) ninety million (90,000,000) shares of
common  stock  having a par  value of one cent  ($.01)  per share  (the  "Common
Stock") and (ii) ten million (10,000,000) shares of preferred stock having a par
value of one cent  ($.01)  per share (the  "Preferred  Stock"),  of which  three
million seven hundred fifty thousand  (3,750,000)  shares shall be designated as
9.75% Series A Cumulative Participating Convertible Preferred Stock (the "Series
A Preferred  Stock").  The aggregate par value of all authorized shares of stock
having par value is one  million  dollars  ($1,000,000).  Subject to the express
terms of any other  classes of Common  Stock or of any other series of Preferred
Stock  outstanding at the time and  notwithstanding  any other  provision of the
Charter,  the Board of Directors of the Corporation may increase or decrease the
number of shares of, or alter the designation of, or classify or reclassify into
one or more classes or series,  any unissued shares of Common Stock or Preferred
Stock by setting or  changing,  in any one or more  respects,  from time to time
before issuing the shares, the terms,  preferences,  conversion or other rights,
voting powers, restrictions, limitations as to dividends or other distributions,
qualifications or terms or conditions of redemption of shares of Common Stock or
of Preferred Stock.

     Section 4.1.3 Declaration of Dividends. To the extent declared by the Board
of  Directors  of the  Corporation  out of assets  legally  available  therefor,
dividends  payable in respect  of the  Series A  Preferred  Stock and the Common
Stock will have identical record and payment dates.

     Section 4.1.4 Determination of Funds Legally Available for Distribution. In
determining  whether a  distribution  (other than upon  voluntary or involuntary
liquidation) by dividend, redemption or other acquisition of shares or otherwise
of  Capital  Stock is  permitted  under  the MGCL,  no effect  shall be given to
amounts  that would be needed,  if the  Corporation  were to be dissolved at the
time of the distribution, to satisfy the preferential rights upon dissolution of
holders of shares of Capital Stock whose  preferential  rights upon  dissolution
are superior to those receiving the distribution.

     Section  4.1.5  Preemptive  Rights.  No  holder  of  shares of stock of the
Corporation  shall,  as such  holder,  have any  preemptive  or  other  right to
purchase or subscribe for any shares of Series A Preferred  Stock,  Common Stock
or any other class of Capital Stock which the Corporation may issue or sell.

4.2  CERTAIN DEFINITIONS

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

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




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The term "Acquisition" shall have the correlative meaning.

     Aggregate Stock Ownership Limit. The term "Aggregate Stock Ownership Limit"
shall mean not more than 9.8% (in  value) of the  aggregate  of the  outstanding
shares of  Capital  Stock.  The  number  and value of shares of the  outstanding
shares of Capital  Stock shall be  determined  by the Board of  Directors of the
Corporation  in good faith,  which  determination  shall be  conclusive  for all
purposes hereof.

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

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

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

     Capital  Gains  Amount.  The term  "Capital  Gains  Amount"  shall have the
meaning set forth in Section 4.3.1(g) hereof.

     Charitable Beneficiary. The term "Charitable Beneficiary" shall mean one or
more  beneficiaries  of the Trust as  determined  pursuant  to Section  4.4.6 or
Section  4.6.6 each of which  shall be an  organization  described  in  Sections
170(b)(1)(A), 170(c)(2) and 501(c)(3) of the Code.

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

     Common Stock.  The term "Common  Stock" shall have the meaning set forth in
Section 4.1.2.

     Common Stock Affected  Persons.  The term "Common Stock  Affected  Persons"
shall have the meaning set forth in Section 4.5.5(c) herein.

     Common Stock Ownership Limit. The term "Common Stock Ownership Limit" shall
mean not more than 9.8% (in value or in  number  of  shares,  whichever  is more
restrictive) of the aggregate of the  outstanding  shares of Common Stock of the
Corporation.  The number and value of outstanding  shares of Common Stock of the
Corporation shall be determined by the Board of Directors of the Corporation



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in good faith, which determination shall be conclusive for all purposes hereof.

     Common  Stock   Constructive   Ownership  Event.  The  term  "Common  Stock
Constructive  Ownership  Event"  shall  have the  meaning  set forth in  Section
4.5.5(c).

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

     Conversion.  The term  "Conversion"  shall mean a  conversion  of shares of
Series A  Preferred  Stock into shares of Common  Stock,  as provided in Section
4.3.6 hereof.

     Conversion Commencement Date. The term "Conversion Commencement Date" shall
mean May 31, 1999.

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

     Conversion  Price. The term  "Conversion  Price" shall have the meaning set
forth in Section 4.3.6(a) hereof.

     Dividend  Payment  Date.  The term  "Dividend  Payment Date" shall have the
meaning set forth in Section 4.3.1(b) hereof.

     Dividend Period. The term "Dividend Period" shall mean the period from, and
including,  the Initial Issuance Date to, but not including,  the first Dividend
Payment Date and  thereafter  each quarterly  period from,  and  including,  the
Dividend Payment Date to, but not including,  the next Dividend Payment Date (or
earlier date on which dividends are paid), as the case may be.

     Funds from  Operations of the Operating  Partnership.  The term "Funds from
Operations  of the  Operating  Partnership"  shall have the meaning set forth in
Section 4.3.6(e)(ix) hereof.

     Initial Issuance Date. The term "Initial Issuance Date" shall mean the date
that  shares of Series A  Preferred  Stock and  Common  Stock are  issued by the
Corporation pursuant to the Private Placement.

     Market Price.  The term "Market Price" on any date shall mean, with respect
to any class or series of outstanding shares of Capital Stock, the Closing Price
for such Capital Stock on such date. The "Closing  Price" on any date shall mean
the last sale price for such Capital Stock,




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

     MGCL. The term "MGCL" shall have the meaning set forth in Article III.

     NYSE. The term "NYSE" shall mean the New York Stock Exchange.

     Operating  Partnership.  The term "Operating  Partnership" shall mean First
Washington Realty Limited Partnership, a Maryland limited partnership.

     Partnership  Agreement.  The term  "Partnership  Agreement"  shall mean the
Agreement of Limited Partnership of First Washington Realty Limited Partnership,
of which the  Corporation  is the sole  general  partner,  dated as of April 28,
1994, as such agreement may be amended from time to time.

     Person.   The  term  "Person"  shall  mean  an   individual,   corporation,
partnership, estate, trust (including a trust qualified under Sections 401(a) or
501(c)(17) of the Code), a portion of a trust permanently set aside for or to be
used  exclusively  for the  purposes  described  in Section  642(c) of the Code,
association,  private  foundation  within the  meaning of Section  509(a) of the
Code, joint stock company or other entity and also includes a group as that term
is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended.

     Preferred  Stock  Affected  Persons.  The term  "Preferred  Stock  Affected
Persons" shall have the meaning set forth in Section 4.3.7(c) herein.

     Preferred Stock  Constructive  Ownership  Event.  The term "Preferred Stock
Constructive  Ownership  Event"  shall  have the  meaning  set forth in  Section
4.3.7(c).

     Private  Placement.  The term "Private  Placement" means the closing of the
sale of shares of Series A Preferred Stock and Common Stock on or about June 27,
1994.





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     Purported Beneficial Transferee. The term "Purported Beneficial Transferee"
shall mean, with respect to any purported  Transfer or Acquisition which results
in a transfer  to a Trust,  as  provided  in Section  4.4 or  Section  4.6,  the
purported  beneficial  transferee for whom the Purported Record Transferee would
have acquired  shares of Capital Stock if such Transfer or  Acquisition  had not
violated the  provisions of Sections  4.3.7 or 4.5.5.  The Purported  Beneficial
Transferee and the Purported Record Transferee may be the same Person.

     Purported Record  Transferee.  The term "Purported Record Transferee" shall
mean, with respect to any purported  Transfer or Acquisition  which results in a
transfer to a Trust,  as provided in Section 4.4 or Section  4.6, the Person who
would have been the  record  holder of the  Capital  Stock if such  Transfer  or
Acquisition  had not violated the  provisions  of Sections  4.3.7 or 4.5.5.  The
Purported  Beneficial  Transferee and the Purported Record Transferee may be the
same Person.

     Record Date.  The term "Record Date" shall mean, for any class or series of
Capital Stock,  the date designated by the Board of Directors of the Corporation
at the time a dividend is declared as the date for determining holders of record
entitled to such dividend;  provided,  however, that, to the extent permitted by
the MGCL, such Record Date shall be the first day of the calendar month in which
the applicable  Dividend Payment Date falls or such other date designated by the
Board of  Directors  for the payment of  dividends  that is not more than thirty
(30) days nor less than ten (10) days prior to such Dividend Payment Date.

     Registration  Rights Agreement.  The term  "Registration  Rights Agreement"
shall have the meaning set forth in Section 4.3.1(h) hereof.

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

     Restriction Termination Date. The term "Restriction Termination Date" shall
mean  the  first  day  after  the date of the  Private  Placement  on which  the
Corporation  determines  pursuant  to Section 5.1 hereof that it is no longer in
the best interests of the  Corporation to attempt to, or continue to, qualify as
a REIT or that  compliance with the  restrictions  and limitations on Beneficial
Ownership,  Constructive  Ownership and Transfers and  Acquisitions of shares of
Capital  Stock  set  forth  herein  is no  longer  required  in  order  for  the
Corporation to qualify as a REIT.

     Series A Preferred  Liquidation  Preference.  The term  "Series A Preferred
Liquidation  Preference"  shall have the meaning  set forth in Section  4.3.2(a)
hereof.

     Series A Preferred  Stock  Limitation  Price.  The term "Series A Preferred
Stock  Limitation  Price"  shall have the meaning set forth in Section  4.4.5(a)
hereof.

     Series A Preferred  Stock  Ownership  Limit.  The term  "Series A Preferred
Stock  Ownership  Limit" shall mean not more than 9.8% (in value or in number of
shares, whichever is




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more  restrictive) of the aggregate of the outstanding  Series A Preferred Stock
of the  Corporation.  The  number  and value of  outstanding  shares of Series A
Preferred Stock of the Corporation shall be determined by the Board of Directors
of the Corporation in good faith,  which  determination  shall be conclusive for
all purposes hereof.

     Series A Redemption  Date.  The term "Series A Redemption  Date" shall have
the meaning set forth in Section 4.3.3(b) hereof.

     Series A Redemption  Price. The term "Series A Redemption Price" shall have
the meaning set forth in Section 4.3.3(a) hereof.

     Special  Triggering  Event. The term "Special  Triggering Event" shall mean
either (i) the  election by one or more  holders of shares of Series A Preferred
Stock to convert all or a portion of such  Series A Preferred  Stock into shares
of Common Stock,  (ii) the redemption or purchase by the Corporation of all or a
portion of the  outstanding  shares of Capital  Stock,  or (iii) a change in the
relative values of classes of Capital Stock.

     Total  Dividends.  The term  "Total  Dividends"  shall have the meaning set
forth in Section 4.3.1(g) hereof.

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

     Trust.  The term  "Trust"  shall  mean each of the trusts  provided  for in
Sections 4.4.1 and 4.6.1.

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

     Units.  The  term  "Units"  shall  mean  units  of  convertible   preferred
partnership   interests  and  common  partnership  interests  in  the  Operating
Partnership.





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4.3  SERIES A PREFERRED STOCK

         Section 4.3.1  Dividends.

         (a) Subject to the preferential rights of any series of Preferred Stock
ranking  senior as to dividends  to the Series A Preferred  Stock and to Section
4.4.2,  the  record  holders  of  shares of Series A  Preferred  Stock  shall be
entitled to receive dividends, when and as declared by the Board of Directors of
the Corporation,  out of assets legally  available for the payment of dividends.
Subject to the provisions of Section  4.3.1(h),  such dividends shall be payable
by the  Corporation  in an amount per share  equal to (i)  $0.6094  per  quarter
($2.4375  per annum)  (or such  higher  number as is  determined  under  Section
4.3.1(h)) plus (ii) a  participating  dividend  equal to the amount,  if any, of
dividends in excess of $0.4875 payable on the applicable  Dividend  Payment Date
with respect to the number of shares of Common Stock (or fraction  thereof) into
which a share of Series A Preferred Stock is then (or will be) convertible.  The
amount of  participating  dividend  referred  to in clause  (ii)  payable on any
Dividend  Payment  Date  shall  equal the number of shares of Common  Stock,  or
fraction  thereof,  into  which a share  of  Series  A  Preferred  Stock is then
convertible, multiplied by the quarterly dividend in excess of $0.4875 per share
paid with respect to a share of Common Stock on such Dividend Payment Date.

         (b) Dividends on shares of Series A Preferred Stock shall accrue and be
cumulative  from the  Initial  Issuance  Date and will be payable  quarterly  in
arrears on the fifteenth day of each August, November,  February, and May (each,
a "Dividend  Payment Date"),  beginning August 15, 1994. If any Dividend Payment
Date occurs on a day that is not a Business Day, any accrued dividends otherwise
payable  on such  Dividend  Payment  Date  shall be paid on the next  succeeding
Business Day.  Dividends payable in respect of any Dividend Period which is less
than a full  Dividend  Period in length  will be computed  from the  immediately
preceding Dividend Payment Date (or the Initial Issuance Date in the case of the
first  Dividend  Period) to, but not including  the date on which  dividends are
paid,  on the basis of a  360-day  year  consisting  of  twelve  30-day  months.
Dividends shall be paid to the holders of record of shares of Series A Preferred
Stock  as  their  names  shall  appear  on the  stock  transfer  records  of the
Corporation  at the close of  business  on the  Record  Date for such  dividend.
Dividends  in  respect of any past  Dividend  Period  that is in arrears  may be
declared  and paid at any time to holders of record on the Record Date  thereof.
No interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend  payment or payments on the Series A Preferred Stock that may be in
arrears.

         (c)  Notwithstanding  anything herein to the contrary,  no dividends on
shares of Series A Preferred  Stock shall be declared by the Board of  Directors
of the  Corporation or paid or set apart for payment by the  Corporation at such
time as, and to the extent that,  the terms and  provisions  of any agreement of
the Corporation,  including any agreement  relating to its indebtedness,  or any
provisions  of this Charter  relating to any series of Preferred  Stock  ranking
senior  to  the  Series  A  Preferred  Stock  as  to  dividends,  prohibit  such
declaration,  payment  or  setting  apart  for  payment  or  provide  that  such
declaration, payment or setting apart for payment




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would  constitute  a  breach  thereof  or  a  default  thereunder,  or  if  such
declaration or payment shall be restricted or prohibited by law.

         (d) If any shares of Series A Preferred Stock are outstanding,  no full
dividends  shall be  declared  or paid or set apart for payment on any series of
Capital Stock ranking, as to dividends, junior to or on a parity with the Series
A  Preferred  Stock  as to  dividends  for any  period  unless  full  cumulative
dividends have been or contemporaneously are declared and paid or declared and a
sum sufficient for the payment  thereof set apart for such payment on the Series
A Preferred  Stock for all past Dividend  Periods and the then current  Dividend
Period.  When  dividends are not paid in full (or a sum sufficient for such full
payment is not so set apart) upon the shares of the Series A Preferred Stock and
the  shares of any other  series of  Preferred  Stock  ranking on a parity as to
dividends with the Series A Preferred Stock, all dividends  declared upon shares
of Series A Preferred Stock and any other series of Preferred Stock ranking on a
parity as to dividends  with the Series A Preferred  Stock shall be declared pro
rata so that  the  amount  of  dividends  declared  per  share  on the  Series A
Preferred Stock and such other series of Preferred Stock shall in all cases bear
to each other the same ratio that accrued and unpaid  dividends per share on the
shares of the Series A Preferred  Stock and such other series of Preferred Stock
bear to each other.

         (e) Except as provided  in Section  4.3.1(d),  unless  full  cumulative
dividends  on the Series A Preferred  Stock have been or  contemporaneously  are
declared and paid or declared and a sum sufficient  for the payment  thereof set
apart for payment for all past  Dividend  Periods and the then current  Dividend
Period,  no  dividends  (other than  dividends  payable in Common Stock or other
Capital Stock ranking junior to the Series A Preferred Stock as to dividends and
upon  liquidation,  dissolution  or winding up) shall be declared or paid or set
aside for payment, and no other distribution shall be declared or made, upon any
series or class of  Capital  Stock  ranking  junior  to or on a parity  with the
Series A Preferred  Stock as to  dividends,  nor,  subject to the  Corporation's
right to  purchase  shares  of stock  held in Trust  for one or more  Charitable
Beneficiaries as otherwise provided in this Charter and subject to the automatic
repurchase by the Corporation of shares of stock pursuant to Section 4.3.7(d) or
Section 4.5.5(d),  shall shares of any series of Capital Stock ranking junior to
or on a  parity  with the  Series A  Preferred  Stock  as to  dividends  or upon
liquidation,  dissolution  or winding up be  redeemed,  purchased  or  otherwise
acquired for any consideration (or any moneys be paid to or made available for a
sinking  fund  for the  redemption  of any  shares  of any such  stock),  by the
Corporation  (except by  conversion  into or exchange  for other  Capital  Stock
ranking  junior  to the  Series  A  Preferred  Stock  as to  dividends  and upon
liquidation, dissolution or winding up).

         (f)   Notwithstanding   anything  contained  herein  to  the  contrary,
dividends  on the Series A Preferred  Stock,  if not paid on a Dividend  Payment
Date,  shall accrue  whether or not  dividends  are  declared for such  Dividend
Payment  Date,  whether or not the  Corporation  has earnings and whether or not
there are  assets  legally  available  for the  payment of such  dividends.  Any
dividend  payment  made on shares of Series A  Preferred  Stock  shall  first be
credited  against the earliest  accrued but unpaid  dividend due with respect to
shares of such Series A Preferred Stock which remains payable.




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         (g) If, for any taxable year,  the  Corporation  elects to designate as
"capital  gain  dividends"  (as  defined in Section 857 of the Code) any portion
(the "Capital Gains  Amount") of the dividends  (within the meaning of the Code)
paid or made  available  for the year to  holders  of all  classes of stock (the
"Total  Dividends"),  then the portion of the Capital Gains Amount that shall be
allocable to the holders of Series A Preferred  Stock shall be the Capital Gains
Amount  multiplied  by a  fraction,  the  numerator  of which shall be the total
dividends (within the meaning of the Code) paid or made available to the holders
of the Series A Preferred  Stock for the year and the denominator of which shall
be the Total Dividends.

         (h) In the  event  that the  Corporation  fails to file a  registration
statement  within  the  period  of  time  required  by the  Registration  Rights
Agreement  dated as of the  Initial  Issuance  Date  (the  "Registration  Rights
Agreement"),  or the required  registration  statement does not become effective
within the period of time required by the Registration Rights Agreement,  or the
Corporation fails to maintain the effectiveness of the registration statement as
required by the Registration Rights Agreement, (i) the stated quarterly dividend
rate set  forth in  clause  (i) of  Section  4.3.1(a)  will be  increased  by an
additional  $0.0625 for each Dividend Period (or fraction  thereof) during which
any  such  registration  statement  is  not  filed  or  declared  effective,  as
applicable (which number shall not increase if the registration  statement delay
continues for more than one Dividend Period), and such increased stated dividend
rate  shall  remain in effect  until  such  registration  statement  is filed or
declared effective, as applicable, and (ii) the amount per share of Common Stock
set forth in clause (ii) of Section 4.3.1(a) (in excess of which a participating
dividend  is payable)  will be  increased  by an  additional  $0.04875  for each
dividend  period  (or  fraction  thereof)  during  which  any such  registration
statement is not filed or declared effective,  as applicable (which number shall
not increase if the  registration  statement  delay  continues for more than one
Dividend Period), and such increased stated dividend rate shall remain in effect
until such registration statement is filed or declared effective, as applicable.

         Section 4.3.2  Liquidation Rights.

         (a) In the event of any  liquidation,  dissolution or winding up of the
Corporation,  subject to the prior  preferences or other rights of any series of
Capital Stock ranking senior to the Series A Preferred  Stock upon  liquidation,
dissolution  or winding up, the  holders of shares of Series A  Preferred  Stock
shall  be  entitled  to be paid out of the  assets  of the  Corporation  legally
available for  distribution  to its  stockholders a liquidating  distribution in
cash or  property  at its  fair  market  value  as  determined  by the  Board of
Directors of the  Corporation  in an amount equal to the sum of $25.00 per share
plus an amount equal to any accrued and unpaid dividends thereon (whether or not
earned or declared) to the date of payment (the "Series A Preferred  Liquidation
Preference"), before any distribution or payment shall be made to the holders of
any shares of Capital Stock that rank junior to the Series A Preferred  Stock in
the  distribution of assets upon  liquidation,  dissolution or winding up. After
payment of the full amount of the  liquidating  distributions  to which they are
entitled,  the holders of shares of Series A Preferred Stock shall have no right
or claim to any of the  remaining  assets  of the  Corporation  and shall not be
entitled to any other  distribution in the event of liquidation,  dissolution or
winding up of the affairs of the Corporation.




                                     - 10 -

<PAGE>



         (b)  In  the  event  that,  upon  any  such  voluntary  or  involuntary
liquidation,  dissolution  or winding  up, the legally  available  assets of the
Corporation  are  insufficient  to  pay  the  Series  A  Preferred   Liquidation
Preference  on all  outstanding  shares  of  Series A  Preferred  Stock  and the
corresponding  amounts  payable  on all  shares  of other  classes  or series of
Capital  Stock  ranking  on a parity  with the Series A  Preferred  Stock in the
distribution  of assets upon  liquidation,  dissolution  or winding up, then the
holders of the Series A Preferred  Stock and all other such classes or series of
Capital  Stock  shall  share  ratably  in any such  distribution  of  assets  in
proportion to the full  liquidating  distributions to which they would otherwise
be respectively entitled.

         (c) Neither the consolidation or merger of the Corporation with or into
any  other  entity,  nor the  sale,  lease,  transfer  or  conveyance  of all or
substantially  all of the property or business of the  Corporation  to any other
entity,  shall be deemed to constitute a liquidation,  dissolution or winding up
of the Corporation within the meaning of this Section 4.3.2.

         Section 4.3.3 Redemption by the Corporation.

         (a) The Series A Preferred Stock may be redeemed, in whole or from time
to time in part,  at any time on and after  July 15,  1999 at the  option of the
Corporation  at the price per share set forth  below (the  "Series A  Redemption
Price"):

If the Redemption Date is:                                       Price Per Share
--------------------------                                       ---------------
On or after July 15, 1999
  but prior to July 14, 2000.......................................    $ 27.4375

On or after July 15, 2000
  but prior to July 14, 2001.......................................    $ 26.9500

On or after July 15, 2001
  but prior to July 14, 2002.......................................    $ 26.4625

On or after July 15, 2002
  but prior to July 14, 2003.......................................    $ 25.9750

On or after July 15, 2003
  but prior to July 14, 2004.......................................    $ 25.4875

On or after July 15, 2004..........................................    $   25.00

in each case in cash plus all accrued and unpaid dividends thereon to the Series
A Redemption Date, except as may be provided below, without interest.

                  (b)  Each  date  fixed  for  redemption  pursuant  to  Section
4.3.3(d)  below  is  called  a  "Series  A  Redemption  Date."  If the  Series A
Redemption Date is after a Record Date and before the related  Dividend  Payment
Date,  the dividend  payable on such Dividend  Payment Date shall be paid to the
holder in whose name the Series A Preferred  Stock to be redeemed is  registered
at the close of  business on such Record  Date  notwithstanding  the  redemption
thereof  between such Record Date and the related  Dividend  Payment Date or the
Corporation's default in the payment of the dividend due.

                  (c) In case of  redemption of less than all shares of Series A
Preferred  Stock at the time  outstanding,  the shares to be  redeemed  shall be
selected pro rata from the holders of record of such shares in proportion to the
number of shares held by such holders (with  adjustments to avoid  redemption of
fractional  shares) or, if a pro rata redemption  would result in a violation of
the Series A Preferred Stock Ownership  Limit, the Common Stock Ownership Limit,
or the Aggregate Stock Ownership Limit, by any other equitable method determined
by the Board of Directors of the Corporation,  to the extent  practicable,  that
would not result in such a violation.




                                     - 11 -

<PAGE>



                  (d) Notice of any redemption will be given by publication in a
newspaper of general circulation in the City of New York, such publication to be
made once a week for two successive  weeks  commencing not less than 30 nor more
than 60 days prior to the Series A  Redemption  Date.  A similar  notice will be
mailed by the Corporation,  postage  prepaid,  not less than 30 nor more than 60
days prior to the Series A Redemption Date,  addressed to the respective holders
of record of the Series A Preferred  Stock to be  redeemed  at their  respective
addresses as they appear on the stock transfer  records of the  Corporation.  No
failure to give such  notice or any defect  therein  or in the  mailing  thereof
shall affect the validity of the proceedings for the redemption of any shares of
Series A Preferred  Stock  except as to the holder to whom the  Corporation  has
failed to give notice or except as to the holder to whom  notice was  defective.
In addition to any information required by law or by the applicable rules of any
exchange  upon  which  Series A  Preferred  Stock may be listed or  admitted  to
trading,  such notice shall state:  (i) the Series A Redemption  Date;  (ii) the
Series A  Redemption  Price;  (iii) the  aggregate  number of shares of Series A
Preferred  Stock to be redeemed and, if less than all shares held by such holder
are to be redeemed, the number of such shares to be redeemed;  (iv) the place or
places where  certificates  for such shares are to be surrendered for payment of
the Series A Redemption  Price;  (v) that dividends on the shares to be redeemed
will  cease  to  accrue  on the  Series A  Redemption  Date;  and (vi)  that any
conversion  rights with respect to such shares  shall  terminate at the close of
business on the third Business Day immediately preceding the Series A Redemption
Date.

                  (e) If notice  has been  mailed  in  accordance  with  Section
4.3.3(d)  above and  provided  that on or before  the Series A  Redemption  Date
specified in such notice all funds necessary for such redemption shall have been
set aside by the  Corporation,  separate and apart from its other funds in trust
for the pro rata benefit of the holders of the shares so called for  redemption,
so as to be and to continue to be available  therefor,  then, from and after the
Series A  Redemption  Date,  dividends  on the shares of the Series A  Preferred
Stock so called for redemption  shall cease to accrue,  and such shares shall no
longer be deemed to be  outstanding  and shall not have the  status of shares of
Series A Preferred  Stock, and all rights of the holders thereof as stockholders
of the Corporation  (except the right to receive from the Corporation the Series
A  Redemption  Price)  shall  cease.  Notwithstanding  the  foregoing,  upon the
Corporation's  default in the payment of the dividend due, the holders of shares
of Series A Preferred  Stock at the close of business on any Record Date will be
entitled to receive the dividend payable with respect to such Series A Preferred
Stock  on the  corresponding  Dividend  Payment  Date,  although  such  Series A
Preferred  Stock  shall have been  redeemed  between  such  Record Date and such
corresponding  Dividend  Payment Date.  Upon  surrender,  in accordance with the
redemption  notice,  of the  certificates  for any shares of Series A  Preferred
Stock  so  redeemed  (properly  endorsed  or  assigned  for  transfer,   if  the
Corporation  shall so require and the notice shall so state),  such shares shall
be redeemed by the  Corporation at the Series A Redemption  Price. In case fewer
than all the shares  represented  by any such  certificate  are redeemed,  a new
certificate or certificates  shall be issued  representing the unredeemed shares
without cost to the holder thereof.

                  (f) Any deposit of funds with a bank or trust  company for the
purpose of redeeming Series A Preferred Stock shall be irrevocable except that:

                           (i) the Corporation shall be entitled to receive from
         such bank or trust  company  the  interest or other  earnings,  if any,
         earned  on any money so  deposited  in trust,  and the  holders  of any
         shares redeemed shall have no claim to such interest or other earnings;
         and

                           (ii)  any  balance  of  monies  so  deposited  by the
         Corporation  and  unclaimed  by the  holders of the Series A  Preferred
         Stock entitled thereto at the expiration of two (2) years




                                     - 12 -

<PAGE>



         after the applicable Series A Redemption Date shall be repaid, together
         with any interest or other earnings earned thereon, to the Corporation,
         and after such  repayment,  the  holders of the shares  entitled to the
         funds so repaid to the  Corporation  shall look only to the Corporation
         for payment without interest or other earnings.

                  (g) No Series A Preferred  Stock may be  redeemed  except with
funds legally available for the payment of the Series A Redemption Price.

                  (h) Unless full cumulative dividends on all outstanding shares
of Series A Preferred  Stock shall have been or  contemporaneously  are declared
and paid or declared and a sum sufficient for the payment  thereof set apart for
payment for all past Dividend Periods and the then current  Dividend Period,  no
shares of any Series A Preferred  Stock shall be redeemed unless all outstanding
shares  of  Series A  Preferred  Stock are  simultaneously  redeemed,  provided,
however,  that the foregoing  shall not prevent the purchase or  acquisition  of
shares of Series A Preferred Stock pursuant to a purchase or exchange offer made
on the same  terms to holders of all  outstanding  shares of Series A  Preferred
Stock; and, unless full cumulative dividends on all outstanding shares of Series
A  Preferred  Stock  have been or  contemporaneously  are  declared  and paid or
declared and a sum sufficient for the payment  thereof set apart for payment for
all past Dividend Periods and the then current Dividend Period,  the Corporation
shall not  purchase  or  otherwise  acquire  directly or  indirectly,  through a
subsidiary  or  otherwise,  any shares of Series A  Preferred  Stock  (except by
conversion  into or exchange for Capital  Stock  ranking  junior to the Series A
Preferred  Stock as to dividends and upon  liquidation,  dissolution  or winding
up).

                  (i) All shares of Series A Preferred  Stock redeemed  pursuant
to this  Section  4.3.3  shall be retired and shall be restored to the status of
authorized and unissued  shares of Preferred  Stock,  without  designation as to
series,  and may  thereafter  be reissued  as shares of any series of  Preferred
Stock.

                  (j) Notwithstanding any other provision of this Section 4.3.3,
the  Corporation  shall not , pursuant to this Section  4.3.3,  redeem shares of
Series A  Preferred  Stock held by any holder of such  shares if such holder (i)
has  provided  notice of  conversion  with  respect to such  shares  pursuant to
Section 4.3.6(b) and (ii) such holder could not, at the time of such redemption,
convert  such  shares of Series A Preferred  Stock into  shares of Common  Stock
pursuant to Section 4.3.6 due to the restriction set forth in Section 4.3.6(l).

                  Section 4.3.4  Voting Rights.

                  (a) The  holders  of record  of  shares of Series A  Preferred
Stock shall not be entitled to any voting  rights or to notice of any meeting of
stockholders  except  as  hereinafter   provided  in  this  Section  4.3.4.  The
Corporation shall not, without the affirmative vote or consent of the holders of
at least two-thirds of the shares of the Series A Preferred Stock outstanding at
the time,  given in person or by proxy,  either in writing or at a meeting (such
Series A Preferred Stock voting separately as a class),  (i) authorize,  create,
or increase the  authorized  or issued amount of, any class or series of Capital
Stock  ranking  senior to the Series A Preferred  Stock as to  dividends or upon
liquidation,  dissolution or winding up, or reclassify any authorized  shares of
Capital Stock into shares of any such senior Capital Stock, or create, authorize
or issue any obligation or security  convertible into or evidencing the right to
purchase shares of any such senior Capital Stock; or (ii) amend, alter or repeal
the provisions of this Charter,  whether by merger,  consolidation or otherwise,
so as to materially and adversely affect any




                                     - 13 -

<PAGE>



right, preference,  privilege or voting power of the Series A Preferred Stock or
the holders thereof;  provided,  however, that any increase in the amount of the
authorized  Preferred  Stock or the  creation or issuance of any other series of
Preferred  Stock,  or any  increase  in the amount of  authorized  shares of the
Series A Preferred  Stock or any other series of Preferred  Stock,  in each case
ranking on a parity with or junior to the Series A Preferred  Stock with respect
to  payment  of  dividends  and the  distribution  of assets  upon  liquidation,
dissolution  or winding  up,  shall not be deemed to  materially  and  adversely
affect such rights, preferences, privileges or voting powers.

                  (b) If and  whenever  dividends  payable on Series A Preferred
Stock  shall  be in  arrears  for six (6) or more  quarterly  periods,  then the
holders of shares of Series A  Preferred  Stock,  voting  separately  as a class
(together  with any  certain  other  series of  preferred  stock as  provided in
Section  4.3.4(f)  below),  shall be entitled at the next annual  meeting of the
stockholders  or at any  special  meeting  of  stockholders  to  elect  two  (2)
additional  directors.  Upon election,  such directors  shall become  additional
directors  of the  Corporation  and the  authorized  number of  directors of the
Corporation  shall  thereupon  be  automatically  increased  by such  number  of
directors.

                  (c)  Whenever the voting right under  Section  4.3.4(b)  shall
have vested,  such right may be exercised  initially either at a special meeting
of the holders of Series A Preferred Stock, called as hereinafter  provided,  or
at any  annual  meeting  of  stockholders  held  for  the  purpose  of  electing
directors,  and thereafter at such annual  meetings or by the written consent of
holders  of Series A  Preferred  Stock.  Such  right of the  holders of Series A
Preferred Stock to elect directors may be exercised until all dividends to which
the  holders  of Series A  Preferred  Stock  shall  have been  entitled  for all
previous  Dividend  Periods and the current Dividend Period shall have been paid
in full or declared and a sum of money  sufficient  for the payment  thereof set
aside  for  payment,  at which  the time the  right of the  holders  of Series A
Preferred Stock to elect such number of directors shall cease,  the term of such
directors  previously  elected shall  thereupon  terminate,  and the  authorized
number of directors of the Corporation  shall thereupon  return to the number of
authorized  directors  otherwise  in  effect,  but  subject  always  to the same
provisions  for the renewal and  divestment of such special voting rights in the
case of any such future  dividend  default or defaults and subject to the rights
of any other  series of preferred  stock to vote for the election of  directors,
together with the Series A Preferred  Stock,  as described in Section  4.3.4(f),
that shall not have then expired.

                  (d) At any time when the voting right  described under Section
4.3.4(b) shall have vested in the holders of shares of Series A Preferred  Stock
and if such right shall not already have been initially exercised, the Secretary
of the  Corporation  shall,  upon the written request of holders of record of at
least ten percent  (10%) of the shares of Series A Preferred  Stock or any other
series of  Preferred  Stock  entitled  to vote on such  matter as  described  in
Section   4.3.4(f)  then   outstanding,   addressed  to  the  Secretary  of  the
Corporation, call a special meeting of holders of Series A Preferred Stock. Such
meeting  shall  be  held  in  accordance  with  Maryland  law  at  the  earliest
practicable date at a place  designated by the Secretary of the Corporation.  If
such  meeting  shall not be called by the  Secretary of the  Corporation  within
thirty (30) days after the  personal  service of such  written  request upon the
Secretary of the Corporation,  or within thirty (30) days after mailing the same
within the United States, by registered mail,  addressed to the Secretary of the
Corporation  at its  principal  office  (such  mailing  to be  evidenced  by the
registry receipt issued by the postal  authorities),  then the holders of record
of at least ten percent  (10%) of the shares of Series A  Preferred  Stock or of
other  Preferred  Stock  entitled to vote on such matter as described in Section
4.3.4(f)  then  outstanding  may  designate  in  writing  a holder  of  Series A
Preferred  Stock or such  other  Preferred  Stock to call  such  meeting  at the
expense of the  Corporation,  and such  meeting  may be called by such person so
designated upon the notice required for




                                     - 14 -

<PAGE>



annual  meetings of  stockholders  and shall be held in accordance with Maryland
law at a place  designated  by such  holder.  Any  holder  of shares of Series A
Preferred Stock that would be entitled to vote at such meeting shall have access
to the stock  books of the  Corporation  for the purpose of causing a meeting of
stockholders to be called  pursuant to the provisions of this Section  4.3.4(d).
Notwithstanding  the  provisions  of this  Section  4.3.4(d),  however,  no such
special meeting shall be called if any such request is received less than ninety
(90) days before the date fixed for the next ensuing annual or a special meeting
of stockholders.

                  (e) If any  director  so elected  by the  holders of shares of
Series  A  Preferred  Stock  shall  cease to serve  as a  director  before  such
director's term shall expire,  the holders of shares of Series A Preferred Stock
(and any other  series of  Preferred  Stock,  if any,  entitled  to vote on such
matter,  as described in Section  4.3.4(f)) then  outstanding  may, at a special
meeting of the holders  called as  provided  above,  elect a  successor  to hold
office for the unexpired term of the director whose place shall be vacant.

                  (f) If,  at any time  when the  holders  of shares of Series A
Preferred  Stock are  entitled  to elect  directors  pursuant  to the  foregoing
provisions  of this  Section  4.3.4,  the  holders  of shares of any one or more
additional  series of Preferred  Stock are entitled to elect directors by reason
of any  default or event  specified  in this  Charter,  as in effect at the time
(including  the articles  supplementary  for such series),  and if the terms for
such other  additional  series so permit,  then the voting  rights of the two or
more series then  entitled to vote shall be combined  (with each series having a
number of votes  proportional  to the  aggregate  liquidation  preference of its
outstanding  shares).  In such case, the holders of shares of Series A Preferred
Stock and of all such other  series then  entitled so to vote,  voting as class,
shall elect such  directors.  If the holders of shares of any such other  series
have  elected  such  directors  prior to the  happening  of the default or event
permitting the holders of shares of Series A Preferred Stock to elect directors,
or prior to a  written  request  for the  holding  of a  special  meeting  being
received by the  Secretary of the  Corporation  as required in Section  4.3.4(d)
above,  then a new  election  shall be held with  holders  of shares of all such
other series of Preferred Stock and the Series A Preferred Stock voting together
as a single class for such  directors,  resulting in the termination of the term
of such previously elected directors upon the election of such new directors. If
the holders of shares of any such other  series are  entitled to elect in excess
of two  directors,  the Series A Preferred  Stock shall not  participate  in the
election of more than two such directors,  and those directors whose terms first
expire  shall be deemed to be the  directors  elected by the holder of shares of
Series A Preferred Stock; provided that, if at the expiration of such terms, the
holders  of shares  of Series A  Preferred  Stock  are  entitled  to vote in the
election of directors pursuant to the provisions of this Section 4.3.4, then the
Secretary of  Corporation  shall call a meeting (which meeting may be the annual
meeting  or special  meeting of  stockholders  referred  to in Section  4.3.4(c)
above) of  holders  of shares of Series A  Preferred  Stock for the  purpose  of
electing  replacement  directors  (in  accordance  with the  provisions  of this
Section  4.3.4) to be held at or prior to the time of expiration of the expiring
terms referred to above.

                  (g) The  holders  of record  of  shares of Series A  Preferred
Stock then outstanding shall be entitled to vote,  together with any other class
or series of Capital Stock entitled to vote then outstanding,  on any resolution
presented by the Board of Directors pursuant to Section 5.1.

                  (h) In any  matter  in which  holders  of  shares  of Series A
Preferred Stock may vote, including any action by written consent, each share of
Series A Preferred  Stock shall be entitled to one (1) vote (except as expressly
provided herein or as may be required by law).




                                     - 15 -

<PAGE>



                  (i) Except as required by law, the foregoing voting provisions
shall not apply if, at or prior to the time when the act with  respect  to which
such vote would otherwise be required shall be effected,  all outstanding shares
of the Series A  Preferred  Stock  shall have been  redeemed  or shall have been
called for redemption  upon proper notice and  sufficient  funds shall have been
deposited in trust to effect such redemption.

                  Section 4.3.5  Ranking.

                  The Series A Preferred  Stock shall,  with respect to dividend
rights and distributions upon liquidation, dissolution, and winding up, rank (i)
senior to the Common  Stock,  and shares of all other  Capital Stock issued from
time to time by the Corporation the terms of which specifically provide that the
shares of such series rank junior to the Series A Preferred  Stock with  respect
to dividend rights and distributions upon liquidation,  dissolution,  or winding
up of the  Corporation,  (ii) on a parity  with the shares of all other  Capital
Stock issued by the Corporation the terms of which specifically provide that the
shares of such series  rank on a parity  with the Series A Preferred  Stock with
respect to dividends and distributions upon liquidation, dissolution, or winding
up of the  Corporation or make no specific  provision as to their  ranking;  and
(iii) junior to all other Capital Stock issued by the  Corporation  the terms of
which specifically provide that the shares rank senior to the Series A Preferred
Stock with respect to dividends and distributions upon liquidation,  dissolution
or winding up of the Corporation  (the issuance of which must have been approved
by a vote of holders of at least a majority of the outstanding  shares of Series
A Preferred Stock).

                  Section 4.3.6  Conversion Rights.

                  Subject to any other provisions of this Article IV and Article
V hereof,  the  holders  of shares of Series A  Preferred  Stock  shall have the
right,  at their  option,  to convert such shares into shares of Common Stock on
the following terms and conditions:

                  (a) Shares of Series A Preferred Stock shall be convertible at
any time and from time to time on or after the Conversion Commencement Date into
fully paid and  nonassessable  shares of Common Stock at a  conversion  price of
$19.50  per share of Common  Stock (as such price may be  adjusted  from time to
time, the "Conversion Price"). For purposes of this Section 4.3.6, references to
shares of Series A  Preferred  Stock shall apply  equally to  fractional  shares
thereof.  The Conversion  Price shall be subject to adjustment from time to time
as hereinafter provided. For purposes of such conversion, each share of Series A
Preferred Stock will be valued at $25.00 plus an amount equal to any accrued and
unpaid  dividends  on such  share  to the  date of  conversion.  No  payment  or
adjustment  shall be made on account of any  accrued  and  unpaid  dividends  on
shares of Series A  Preferred  Stock  surrendered  for  conversion  prior to the
Record Date for the determination of stockholders  entitled to such dividends or
on  account of any  dividends  on the shares of Common  Stock  issued  upon such
conversion  subsequent to the Record Date for the  determination of stockholders
entitled to such  dividends.  If any shares of Series A Preferred Stock shall be
called for redemption, the right to convert the shares designated for redemption
shall  terminate at the close of business on the third Business Day  immediately
preceding the date fixed for redemption unless default is made in the payment of
the Series A  Redemption  Price.  In the event of default in the  payment of the
Series A  Redemption  Price,  the right to  convert  the shares  designated  for
redemption  shall  terminate  at the  close  of  business  on the  Business  Day
immediately preceding the date that such default is cured.





                                     - 16 -

<PAGE>



                  (b) In order to  convert  shares of Series A  Preferred  Stock
into  shares  of  Common  Stock,  the  holder  thereof  shall,  on or after  the
Conversion Commencement Date, surrender the certificates therefor, duly endorsed
if the Corporation shall so require,  or accompanied by appropriate  instruments
of transfer satisfactory to the Corporation, at the office of the transfer agent
for the Series A Preferred Stock or at such other office as may be designated by
the  Corporation,  together  with  written  notice that such holder  irrevocably
elects to convert such shares. Such notice shall also state the name and address
in which such  holder  wishes  the  certificate  for the shares of Common  Stock
issuable upon conversion to be issued.  As soon as practicable  after receipt of
the  certificates  representing  the  shares of Series A  Preferred  Stock to be
converted and the notice of election to convert the same, the Corporation  shall
issue and deliver at said office a certificate for the number of whole shares of
Common Stock issuable upon  conversion of the shares of Series A Preferred Stock
surrendered for conversion, together with a cash payment in lieu of any fraction
of a share, as hereinafter provided, to the person entitled to receive the same.
If more  than one  stock  certificate  for  Series A  Preferred  Stock  shall be
surrendered  for  conversion at one time by the same holder,  the number of full
shares of Common Stock issuable upon conversion thereof shall be computed on the
basis of the aggregate  number of shares  represented by all the certificates so
surrendered.  Shares of Series A  Preferred  Stock  shall be deemed to have been
converted immediately prior to the close of business on the date such shares are
surrendered  for  conversion  and  notice of  election  to  convert  the same is
received by the Corporation in accordance with the foregoing provision,  and the
person entitled to receive the Common Stock issuable upon such conversion  shall
be deemed for all  purposes as the record  holder of such shares of Common Stock
as of such date.

                  (c) In the case of any share of Series A Preferred Stock which
is converted  after any Record Date with respect to the payment of a dividend on
the  Series A  Preferred  Stock  and on or prior to the  corresponding  Dividend
Payment Date, the dividend due on such Dividend Payment Date shall be payable on
such  Dividend  Payment  Date to the  holder of  record  of such  shares on such
preceding  Record  Date  notwithstanding  such  conversion.  Shares  of Series A
Preferred Stock  surrendered for conversion  during the period from the close of
business  on any Record  Date with  respect to the  payment of a dividend on the
Series A Preferred Stock next preceding any Dividend Payment Date to the opening
of business on such Dividend Payment Date shall (except in the case of shares of
Series A Preferred  Stock which have been  called for  redemption  on a Series A
Redemption  Date  within  such  period)  be  accompanied  by payment in New York
Clearing House funds or other funds  acceptable to the  Corporation of an amount
equal to the  dividend  payable on such  Dividend  Payment Date on the shares of
Series A Preferred Stock being  surrendered  for  conversion.  The dividend with
respect to a share of Series A Preferred Stock called for redemption on a Series
A  Redemption  Date  during the period  from the close of business on any Record
Date with  respect to the payment of a dividend on the Series A Preferred  Stock
next preceding any dividend  payment to the opening of business on such Dividend
Payment  Date shall be payable on such  Dividend  Payment  Date to the holder of
record of such share on such Record Date, notwithstanding the conversion of such
share of Series A  Preferred  Stock  after  such  Record  Date and prior to such
Dividend  Payment  Date,  and the  holder  converting  such  share  of  Series A
Preferred  Stock  called  for  redemption  need not  include a  payment  of such
dividend  amount upon  surrender  of such share of Series A Preferred  Stock for
conversion.

                  (d) No fractional  shares of Common Stock shall be issued upon
conversion of any shares of Series A Preferred  Stock. If more than one share of
Series A Preferred  Stock is  surrendered  at one time by the same  holder,  the
number of full shares issuable upon conversion  thereof shall be computed on the
basis of the aggregate number of shares so surrendered. If the conversion of any




                                     - 17 -

<PAGE>



shares of Series A  Preferred  Stock  results  in a  fractional  share of Common
Stock, the Corporation shall pay cash in lieu thereof in an amount equal to such
fraction  multiplied  by the closing  price of the Common  Stock,  determined as
provided  in  Section  4.3.6(e)(vi)  below,  on the date on which the  shares of
Series A Preferred Stock were duly  surrendered for conversion,  or if such date
is not a trading date, on the next succeeding trading date.

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

                           (i) In  case  the  Corporation  shall  pay or  make a
         dividend  or other  distribution  on shares  of Common  Stock in Common
         Stock, the Conversion Price in effect at the opening of business on the
         date  following the date fixed for the  determination  of  stockholders
         entitled  to  receive  such  dividend  or other  distribution  shall be
         reduced by multiplying such Conversion Price by a fraction of which the
         numerator shall be the number of shares of Common Stock  outstanding at
         the close of business on the date fixed for such  determination and the
         denominator  shall be the sum of such  number of  shares  and the total
         number of shares of Common Stock  constituting  such  dividend or other
         distribution,  such reduction to become effective immediately after the
         opening  of  business  on the day  following  the date  fixed  for such
         determination. For purposes of this subsection, the number of shares of
         Common Stock at any time outstanding  shall not include  authorized but
         unissued  shares but shall include shares  issuable in respect to scrip
         certificates issued in lieu of fractions of shares of Common Stock. The
         Corporation  will  not pay any  dividend  or make any  distribution  on
         authorized but unissued shares of Common Stock.

                           (ii) In case the Corporation  shall issue  additional
         rights or warrants to all holders of its Common Stock entitling them to
         subscribe  for or purchase  shares of Common Stock at a price per share
         less  than the then  current  market  price per  share  (determined  as
         provided in Section 4.3.6(e)(vi) below) of the Common Stock on the date
         fixed for the  determination  of stockholders  entitled to receive such
         rights or  warrants  (other than  pursuant  to a dividend  reinvestment
         plan), the Conversion Price in effect at the opening of business on the
         day following the date fixed for such determination shall be reduced by
         multiplying  such Conversion Price by a fraction of which the numerator
         shall be the number of shares of Common Stock  outstanding at the close
         of business on the date fixed for such determination plus the number of
         shares of Common Stock which the aggregate of the offering price of the
         total number of shares of Common Stock so offered for  subscription  or
         purchase  would  purchase at such current  market price  (determined as
         provided in Section  4.3.6(e)(vi)  below) and the denominator  shall be
         the  number  of  shares of  Common  Stock  outstanding  at the close of
         business  on the date fixed for such  determination  plus the number of
         shares of Common Stock so offered for  subscription  or purchase,  such
         reduction to become effective immediately after the opening of business
         on the day  following  the date fixed for such  determination.  For the
         purposes of this Section  4.3.6(e)(ii),  the number of shares of Common
         Stock at any time outstanding shall not include authorized but unissued
         shares  but  shall  include   shares   issuable  in  respect  of  scrip
         certificates issued in lieu of fractions of shares of Common Stock. The
         Corporation  will not issue any rights or warrants in respect of shares
         of authorized but unissued Common Stock.

                           (iii) In case  outstanding  shares  of  Common  Stock
         shall be  subdivided  into a greater  number of shares of Common Stock,
         the  Conversion  Price in effect at the opening of business on the date
         following the day upon which such subdivision  becomes  effective shall
         be




                                     - 18 -

<PAGE>



         proportionately reduced, and, conversely, in case outstanding shares of
         Common  Stock  shall be  combined  into a  smaller  number of shares of
         Common Stock, the Conversion Price in effect at the opening of business
         on the day  following  the day  upon  which  such  combination  becomes
         effective  shall  be  proportionately   increased,  such  reduction  or
         increase, as the case may be, to become effective immediately after the
         opening  of  business  on the day  following  the day upon  which  such
         subdivision or combination becomes effective.

                           (iv) In case the  Corporation  shall,  by dividend or
         otherwise,  distribute  to all holders of its Common Stock  evidence of
         its indebtedness or assets (including securities, but excluding (1) any
         rights or warrants referred to in Section  4.3.6(e)(ii)  above, (2) any
         dividend described in Section  4.3.6(e)(ix) below, and (3) any dividend
         or  distribution   referred  to  in  Section  4.3.6(e)(i)  above),  the
         Conversion  Price  shall be  adjusted  so that the same shall equal the
         price   determined  by  multiplying  the  Conversion  Price  in  effect
         immediately  prior to the close of  business  on the date fixed for the
         determination of stockholders entitled to receive such distributions by
         a fraction of which the numerator shall be the current market price per
         share  (determined  as provided in Section  4.3.6(e)(vi)  below) of the
         Common  Stock on the date  fixed for such  determination  less the fair
         market  value  (as   determined  by  the  Board  of  Directors,   whose
         determination shall be conclusive and shall be described in a statement
         filed with the transfer agent for the Series A Preferred  Stock) of the
         portion of the evidences of the  indebtedness  or assets so distributed
         applicable  to one share of Common Stock and the  denominator  shall be
         such current market price per share of Common Stock, such adjustment to
         become  effective  immediately  prior to the opening of business on the
         day  following  the date fixed for the  determination  of  stockholders
         entitled to receive such distribution.

                           (v)  For the  purposes  of this  Section  4.3.6,  the
         reclassification of Common Stock into securities  including  securities
         other  than  Common  Stock  (other  than  any  reclassification  upon a
         consolidation  or merger to which Section 4.3.6(g) below applies) shall
         be deemed to involve (A) a distribution of such  securities  other than
         Common Stock to all holders of Common Stock (and the effective  date of
         such  reclassification  shall be deemed  to be "the date  fixed for the
         determination  of stockholders  entitled to receive such  distribution"
         and the "date  fixed for such  determination"  within  the  meaning  of
         Section 4.3.6(e)(vi)  above), and (B) a subdivision or combination,  as
         the case may be, of the  number of shares of Common  Stock  outstanding
         immediately thereafter (and the effective date of such reclassification
         shall be  deemed  to be "the day upon  which  such  subdivision  became
         effective"  and "the day upon which  such  subdivision  or  combination
         becomes  effective,"  as the case may be) within the meaning of Section
         4.3.6(e)(iii) above.

                           (vi) For the purpose of any computation under Section
         4.3.6 and (iv) above,  the  "current  market price per share" of Common
         Stock on any day shall be deemed to be the average of the daily closing
         prices  for  the  thirty  (30)  consecutive   trading  days  commencing
         forty-five (45) days before the day in question.  The closing price for
         each day  shall be the  reported  last  sale  price or, in case no such
         reported  sale takes  place on such day,  the  average of the  reported
         closing bid and asking  prices,  in either case on the NYSE, or, if the
         Common Stock is not quoted on such exchange,  on the principal national
         securities  exchange  on  which  the  Common  Stock is then  listed  or
         admitted  to  trading  or,  if the  Common  Stock is not  quoted on any
         national securities exchange,  the average of the closing bid and asked
         prices in the Nasdaq Stock Market, or in the over-the-counter market as
         furnished by a NYSE




                                     - 19 -

<PAGE>



         member  first  selected  from time to time by the Board of Directors of
         the Corporation for that purpose.

                           (vii) Notwithstanding the foregoing, no adjustment in
         the Conversion Price for the Series A Preferred Stock shall be required
         unless  such  adjustment  would  require an  increase or decrease of at
         least 1% in such price; provided, however, that any adjustment which by
         reason of this Section  4.3.6(e)(vii)  is not required to be made shall
         be carried forward and taken into account in any subsequent adjustment.
         All calculations  under this Section 4.3.6 shall be made to the nearest
         cent or to the nearest one-hundredth of a share, as the case may be.

                           (viii) In the event of a distribution of evidences of
         indebtedness or other assets (as described in Section  4.3.6(e)(iv)) or
         a dividend to all holders of Common  Stock of rights to  subscribe  for
         additional  shares of Capital  Stock  (other than those  referred to in
         Section  4.3.6(e)(ii) above), the Corporation may, instead of making an
         adjustment of the Conversion  Price, make proper provision so that each
         holder who  converts  such shares will be entitled to receive upon such
         conversion,  in  addition  to shares of Common  Stock,  an  appropriate
         number of such rights,  warrants,  evidences of  indebtedness  or other
         assets.

                           (ix) No  adjustment  will be made for  Ordinary  Cash
         Dividends  (defined as dividends or other  distributions  to holders of
         Common  Stock in an amount not  exceeding  the  accumulated  Funds from
         Operations  of the  Operating  Partnership  including  for this purpose
         consolidated  partnerships  since  the  Initial  Issuance  Date,  after
         deducting  cumulative  dividends  or  other  distributions  (A) paid in
         respect of all classes of Capital Stock and in respect of Units held by
         persons other than the  Corporation or (B) accrued in respect of Series
         A  Preferred  Stock and any  other  shares  of  Preferred  Stock of the
         Corporation  ranking  on a  parity  with  or  senior  to the  Series  A
         Preferred  Stock  as to  dividends,  in each  case  since  the  Initial
         Issuance  Date).  For  this  purpose,  "Funds  from  Operations  of the
         Operating  Partnership"  shall  mean net  income  (loss)  (computed  in
         accordance with generally accepted accounting  principles  consistently
         applied), excluding gains (or losses) from debt restructuring and sales
         of  property,   plus   depreciation  and  amortization  of,  and  after
         adjustments for  unconsolidated  partnerships and joint ventures of the
         Operating Partnership.

                  (f) Whenever the Conversion  Price shall be adjusted as herein
provided,  (i) the  Corporation  shall forthwith make available at the office of
the transfer  agent for the Series A Preferred  Stock a statement  describing in
reasonable  detail the  adjustment,  the facts requiring such adjustment and the
method of calculation used; and (ii) the Corporation shall cause to be mailed by
first class mail,  postage  prepaid,  as soon as  practicable  to each holder of
record  of  shares  of  Series  A  Preferred  Stock a  notice  stating  that the
Conversion  Price has been  adjusted and setting  forth the adjusted  Conversion
Price.

                  (g) In the event of any  consolidation of the Corporation with
or merger of the Corporation into any other corporation  (other than a merger in
which the Corporation is the surviving corporation) or a sale, lease (other than
in  the  ordinary  course  of  business)  or  conveyance  of the  assets  of the
Corporation  as an entirety or  substantially  as an entirety,  or any statutory
exchange of  securities  with another  corporation,  the holder of each share of
Series A Preferred Stock shall,  notwithstanding  anything in this Section 4.3.6
to the contrary, have the right, after such consolidation,  merger, sale, lease,
conveyance or exchange, to convert such share into the number and kind of shares
of stock or other  securities  and the  amount and kind of  property  which such
holder would have been entitled to




                                     - 20 -

<PAGE>



receive immediately upon such consolidation,  merger, sale, lease, conveyance or
exchange for the number of shares of Common Stock that would have been issued to
such  holder  had  such  shares  of  Series A  Preferred  Stock  been  converted
immediately prior to such  consolidation,  merger,  sale,  lease,  conveyance or
exchange.  The  provisions of this Section  4.3.6(g)  shall  similarly  apply to
successive consolidations, mergers, sales, leases, conveyances or exchanges.

                  (h) The Corporation shall pay any taxes that may be payable in
respect of the issuance of shares of Common Stock upon  conversion  of shares of
Series A Preferred Stock,  but the Corporation  shall not be required to pay any
taxes which may be payable in respect of any  transfer  involved in the issuance
of shares  of  Common  Stock in a name  other  than that in which the  shares of
Series A Preferred Stock so converted are registered,  and the Corporation shall
not be required to issue or deliver any such shares  unless and until the person
requesting  such issuance shall have paid to the  Corporation  the amount of any
such taxes or shall have established to the satisfaction of the Corporation that
such taxes have been paid.

                  (i) The  Corporation  may (but shall not be required  to) make
such  reductions  in the  Conversion  Price,  in addition  to those  required by
Sections  4.3.6(e)(i)  through  (iv) above,  as it  considers to be advisable in
order that any event  treated for federal  income tax  purposes as a dividend of
stock or stock rights shall not be taxable to the recipients.

                  (j) The  Corporation  shall  at all  times  reserve  and  keep
available  out of its  authorized  but unissued  shares of Common Stock the full
number of shares of Common Stock  issuable upon the  conversion of all shares of
Series A Preferred Stock then outstanding.

                  (k)      In the event that:

                           (i) the  Corporation  shall declare a dividend or any
         other  distribution  on its Common  Stock,  other than an Ordinary Cash
         Dividend; or

                           (ii) the Corporation  shall authorize the granting to
         the holders of its Common Stock of rights to subscribe  for or purchase
         any shares of Capital Stock of any class or of any other rights; or

                           (iii) any capital  reorganization of the Corporation,
         reclassification  of the Capital Stock,  consolidation or merger of the
         Corporation  with or into another  corporation  (other than a merger in
         which the  Corporation is the surviving  corporation),  or sale,  lease
         (other than in the ordinary  course of business) or  conveyance  of the
         assets  of  the  Corporation  as an  entirety  or  substantially  as an
         entirety to another corporation occurs; or

                           (iv)  the  voluntary  or   involuntary   dissolution,
         liquidation or winding up of the Corporation shall occur;

the  Corporation  shall cause to be mailed to the holders of record of shares of
Series A Preferred Stock at least fifteen (15) days prior to the applicable date
hereinafter  specified a notice  stating (A) the date on which a record is to be
taken for the purpose of such dividend, distribution or grant of rights or, if a
record is not to be taken,  the date as of which the holders of shares of Common
Stock of record  to be  entitled  to such  dividend,  distribution.  or grant of
rights  are to be  determined  or (B) the  date on  which  such  reorganization,
reclassification, consolidation, merger, sale, lease (other than in the ordinary




                                     - 21 -

<PAGE>



course of  business),  conveyance,  dissolution,  liquidation  or  winding up is
expected to take place, and the date, if any is to be fixed, as of which holders
of shares of Common Stock of record  shall be entitled to exchange  their shares
of  Common  Stock  for  securities  or  other  property  deliverable  upon  such
reorganization,   reclassification,    consolidation,   merger,   sale,   lease,
conveyance, dissolution, liquidation or winding up. Failure to give such notice,
or any  defect  therein,  shall  not  affect  the  legality  of  such  dividend,
distribution, grant, reorganization,  reclassification,  consolidation,  merger,
sale, lease, conveyance, dissolution, liquidation or winding up.

                  (l) No  shares of Series A  Preferred  Stock may be  converted
into shares of Common Stock if such conversion  would result in any violation of
the applicable restrictions set forth in Section 4.5.5.

                  Section 4.3.7  Series A Preferred Stock Ownership Limitations.

                  (a) During the period  commencing on the Initial Issuance Date
and prior to the Restriction Termination Date:

                           (i) except as provided in Section  4.3.13,  no Person
         shall Acquire any shares of Series A Preferred  Stock if, as the result
         of such Acquisition,  such Person shall  Beneficially or Constructively
         Own  shares of  Series A  Preferred  Stock in  excess  of the  Series A
         Preferred Stock Ownership Limit;

                           (ii)  except  as  provided  in  Sections  4.3.13  and
         4.5.11,  no Person shall Acquire or Beneficially Own or  Constructively
         Own shares of Series A Preferred Stock or Common Stock in excess of the
         Aggregate Stock Ownership Limit; and

                           (iii) no Person  shall  Acquire  or  Beneficially  or
         Constructively  Own  shares of Capital  Stock to the  extent  that such
         Acquisition  or Beneficial or  Constructive  Ownership of Capital Stock
         would result in the Corporation being "closely held" within the meaning
         of Section  856(h) of the Code,  or  otherwise  failing to qualify as a
         REIT  (including,  but not limited to, an  Acquisition or Beneficial or
         Constructive  Ownership  that would  result in the  Corporation  owning
         (actually or  Constructively) an interest in a tenant that is described
         in  Section  856(d)(2)(B)  of the  Code if the  income  derived  by the
         Corporation  from such tenant  would cause the  Corporation  to fail to
         satisfy any of the gross income  requirements  of Section 856(c) of the
         Code).

                  (b) If, during the period  commencing on the Initial  Issuance
Date and prior to the Restriction  Termination Date, any Transfer or Acquisition
of shares of Series A Preferred  Stock (other than a Transfer or  Acquisition to
which Section 4.3.7(c)  applies) (whether or not such Transfer or Acquisition is
the result of a transaction  entered into through the  facilities of the NYSE or
any other  national  securities  exchange or  automated  inter-dealer  quotation
system) occurs which, if effective,  would result in any Person Acquiring shares
of Series A Preferred  Stock in  violation  of Section  4.3.7(a),  (i) then that
number of shares of the Series A Preferred  Stock being  Transferred or Acquired
that otherwise would cause such Person to violate Section  4.3.7(a)  (rounded up
to the nearest whole share) shall be  automatically  transferred  to a Trust for
the benefit of a Charitable Beneficiary,  as described in Section 4.4, effective
as of the  close  of  business  on the  Business  Day  prior to the date of such
Transfer or Acquisition, and such Person shall acquire no rights in such shares;
or (ii) if the transfer to the Trust  described  in clause (i) of this  sentence
would not be effective for any reason to




                                     - 22 -

<PAGE>



prevent any Person from Acquiring or  Transferring  Series A Preferred  Stock in
violation of Section  4.3.7(a),  then the Transfer or Acquisition of that number
of shares of Series A Preferred  Stock that otherwise  would cause any Person to
violate Section  4.3.7(a) shall be void ab initio,  and the intended  transferee
shall acquire no rights in such shares of Series A Preferred Stock.

                  (c) If, during the period  commencing on the Initial  Issuance
Date and prior to the Restriction Termination Date, a change in the relationship
between two or more Persons  ("Preferred Stock Affected Persons") results in any
of such Preferred Stock Affected Persons  Beneficially or Constructively  Owning
shares of Series A Preferred Stock in violation of Section  4.3.7(a)  because of
the application of Section 318(a) of the Code (as modified by Section  856(d)(5)
of the Code) or Section 544 of the Code (as modified by Section  856(h)(1)(B) of
the Code) (a "Preferred Stock Constructive  Ownership Event"),  then that number
of shares of Series A Preferred Stock  Beneficially or  Constructively  Owned by
the Preferred  Stock  Affected  Persons  (rounded up to the nearest whole share)
that otherwise would violate Section 4.3.7(a) shall be automatically transferred
to a Trust for the benefit of a Charitable Beneficiary,  as described in Section
4.4,  effective  as of the close of business on the  Business  Day prior to such
Preferred Stock Constructive  Ownership Event, and such Preferred Stock Affected
Person or Persons shall acquire no rights in such shares.

                  (d) Notwithstanding anything to the contrary in Section 4.3.3,
if during the period  commencing  on the Initial  Issuance Date and prior to the
Restriction Termination Date, a Special Triggering Event (if effective) or other
event or  occurrence  (if  effective),  other  than a  Transfer  or  Acquisition
described in Section 4.3.7(b) or a Preferred Stock Constructive  Ownership Event
described  in  Section  4.3.7(c),  would  result  in any  violation  of  Section
4.3.7(a),  then (i) the number of shares of Series A Preferred Stock (rounded up
to the nearest whole share) that would (but for this Section 4.3.7(d)) cause any
Person  to  Beneficially  or  Constructively  Own  Series A  Preferred  Stock in
violation  of  Section  4.3.7(a)  shall  be  automatically  repurchased  by  the
Corporation  from the actual  owner of such shares of Series A Preferred  Stock,
effective  as of the close of business on the  Business Day prior to the date of
such  Special  Triggering  Event or other  event or  occurrence;  or (ii) if the
automatic  repurchase  described  in clause  (i) of this  sentence  would not be
effective   for  any  reason  to  prevent  any  Person  from   Beneficially   or
Constructively Owning Series A Preferred Stock in violation of Section 4.3.7(a),
then  that  number of shares of  Series A  Preferred  Stock  (rounded  up to the
nearest whole share) that  otherwise  would cause any Person to violate  Section
4.3.7(a)  shall be  automatically  transferred  to a Trust for the  benefit of a
Charitable  Beneficiary,  as described in Section 4.4, effective as of the close
of business on the  Business  Day prior to the date of such  Special  Triggering
Event or other event or occurrence,  and the actual owner shall retain no rights
in such  shares of Series A  Preferred  Stock;  or (iii) if the  transfer to the
Trust  described in clause (ii) of this sentence  would not be effective for any
reason to prevent any Person from Beneficially or Constructively Owning Series A
Preferred Stock in violation of Section  4.3.7(a),  then the Special  Triggering
Event or other event or  occurrence  that would  otherwise  cause such Person to
violate Section  4.3.7(a) shall be void ab initio.  The repurchase price of each
share of Series A Preferred  Stock  automatically  repurchased  pursuant to this
Section  4.3.7(d)  shall be a price per share  equal to the Market  Price on the
date of the Special  Triggering Event or other event or occurrence that resulted
in the  repurchase.  Dividends which were accrued but unpaid with respect to the
repurchased shares as of the date of the Special Triggering Event or other event
or occurrence  that resulted in the  repurchase  shall be paid.  Any dividend or
other  distribution  paid after the Special  Triggering  Event or other event or
occurrence  that resulted in the  repurchase,  but prior to the discovery by the
Corporation  that  shares of Series A  Preferred  Stock have been  automatically
repurchased by the Corporation, shall be paid to the Corporation upon demand.





                                     - 23 -

<PAGE>



                  (e)  Subject  to  Section  5.2 and  notwithstanding  any other
provisions  contained  herein,  during  the  period  commencing  on the  Initial
Issuance Date and prior to the  Restriction  Termination  Date,  any Transfer or
Acquisition of shares of Series A Preferred  Stock (whether or not such Transfer
or  Acquisition  is  the  result  of a  transaction  entered  into  through  the
facilities of the NYSE or any other  national  securities  exchange or automated
inter-dealer  quotation system) that, if effective,  would result in the Capital
Stock  being  beneficially  owned by less than 100 Persons  (determined  without
reference to any rules of attribution) shall be void ab initio, and the intended
transferee shall acquire no rights in such shares of Series A Preferred Stock.

                  Section 4.3.8  Remedies for Breach.  If the Board of Directors
of the  Corporation or any duly authorized  committee  thereof shall at any time
determine  in good  faith that a Transfer  or other  event has taken  place that
results in a violation of Section  4.3.7 or that a Person  intends to Acquire or
has attempted to Acquire  Beneficial or Constructive  Ownership of any shares of
Series A Preferred  Stock in  violation  of Section  4.3.7  (whether or not such
violation is intended), the Board of Directors or a committee thereof shall take
such action as it deems advisable,  subject to Section 5.2 hereof,  to refuse to
give effect to or to prevent such  Transfer or other event,  including,  but not
limited to, causing the Corporation to redeem shares, refusing to give effect to
such Transfer on the books of the  Corporation  or  instituting  proceedings  to
enjoin  such  Transfer;  provided,  however,  that any  Transfers  or  attempted
Transfers  or, in the case of an event  other  than a  Transfer,  Beneficial  or
Constructive Ownership, in violation of Section 4.3.7 shall automatically result
in the transfer to the Trust described above (or the automatic  repurchase) and,
where  applicable,  such  Transfer  (or other  event) shall be void ab initio as
provided  above  irrespective  of any  action  (or  non-action)  by the Board of
Directors or a committee thereof.

                  Section  4.3.9 Notice of Restricted  Transfer.  Any Person who
Acquires or attempts or intends to Acquire shares of Series A Preferred Stock in
violation of Section 4.3.7 or any Person who is a transferee in a Transfer or is
otherwise affected by an event other than a Transfer that results in a violation
of Section 4.3.7 shall  immediately  give written  notice to the  Corporation of
such  Acquisition,  Transfer or other event and shall provide to the Corporation
such other  information as the Corporation may request in order to determine the
effect,  if  any,  of such  Acquisition,  Transfer  or  attempted,  intended  or
purported Acquisition,  Transfer or other event on the Corporation's status as a
REIT.

                  Section 4.3.10  Owners Required To Provide Information.  From
the Initial Issuance Date and prior to the Restriction Termination Date:

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

                  (b) each Person who is a Beneficial or  Constructive  Owner of
Series A Preferred  Stock and each Person  (including the stockholder of record)
who is holding Series A Preferred Stock for a Beneficial or  Constructive  Owner
shall provide to the Corporation such information as the




                                     - 24 -

<PAGE>



Corporation may request,  in good faith, in order to determine the Corporation's
status as a REIT and to comply  with  requirements  of any taxing  authority  or
governmental authority or to determine such compliance.

                  Section  4.3.11  Remedies Not Limited.  Subject to Section 5.1
and Section 5.2, nothing contained in this Section 4.3 shall limit the authority
of the Board of  Directors  of the  Corporation  to take such other action as it
deems necessary or advisable to protect the Corporation and the interests of its
stockholders in preserving the Corporation's status as a REIT.

                  Section 4.3.12  Ambiguity.  In the case of an ambiguity in the
application  of any of the  provisions of this Section 4.3,  Section 4.4, or any
definition  contained in Section 4.2, the Board of Directors of the  Corporation
shall have the power to determine  the  application  of the  provisions  of this
Section  4.3 or Section  4.4 with  respect to any  situation  based on the facts
known to it. In the event  Section 4.3 or 4.4 requires an action by the Board of
Directors  and this Charter fails to provide  specific  guidance with respect to
such action, the Board of Directors shall have the power to determine the action
to be taken so long as such action is not contrary to the provisions of Sections
4.2,  4.3 or 4.4.  Absent a decision to the  contrary by the Board of  Directors
(which the Board may make in its sole and absolute discretion), the shares to be
affected by the remedies set forth in Section 4.3.7(b), (c), and (d) shall be as
follows:  (1) if a Person  would have (but for the remedies set forth in Section
4.3.7(b),  (c),  and (d) as  applicable)  Acquired  shares of Series A Preferred
Stock in violation of Section  4.3.7(a),  such  remedies (as  applicable)  shall
apply first to the shares which, but for such remedies, would have been Acquired
and  actually  owned  by such  Person,  second  to  shares  which,  but for such
remedies,  would have been  Acquired  by such  Person and which  would have been
Beneficially  Owned or  Constructively  Owned (but not  actually  owned) by such
Person,  pro rata among the Persons who  actually own such shares based upon the
relative value of the shares held by each such Person; and (2) if a Person is in
violation of Section  4.3.7(a) as a result of an event other than an Acquisition
of shares of Series A Preferred Stock by such Person,  the remedies set forth in
Section 4.3.7(b),  (c), or (d) (as applicable) shall apply first to shares which
are actually owned by such Person and second to shares which are Beneficially or
Constructively Owned (but not actually owned) by such Person, pro rata among the
Persons who actually own such shares based upon the relative value of the shares
held by each such Person.

                  Section 4.3.13  Exceptions.

                  (a) Subject to Section  4.3.7(a)(iii),  the Board of Directors
of the Corporation,  in its sole discretion, may exempt a Person from the Series
A Preferred Stock Ownership Limit or the Aggregate Stock Ownership Limit, as the
case may be,  if:  (A) such  Person is not (i) an  individual  for  purposes  of
Section 542(a)(2) of the Code as modified by Section 856(h) of the Code, or (ii)
treated as the owner of such stock for purposes of Section 542(a)(2) of the Code
as modified by Section  856(h) of the Code,  and the Board of Directors  obtains
such  representations  and  undertakings  from  such  Person  as are  reasonably
necessary to ascertain that no individual's Beneficial or Constructive Ownership
of such shares of Series A Preferred Stock will violate Section 4.3.7;  (B) such
Person does not and represents that it will not own, actually or Constructively,
an interest in a tenant of the  Corporation  (or a tenant of any entity owned or
controlled by the Corporation) that would cause the Corporation to own, actually
or  Constructively,  more  than  a  9.9%  interest  (as  set  forth  in  Section
856(d)(2)(B) of the Code) in such tenant and the Board of Directors obtains such
representations and undertakings from such Person as are reasonably necessary to
ascertain  this fact; and (C) such Person agrees that any violation or attempted
violation of such representations or undertakings (or other action which is




                                     - 25 -

<PAGE>



contrary to the  restrictions  contained in Sections 4.3.7 through  4.3.12) will
result  in  such  shares  of  Series  A  Preferred  Stock  being   automatically
transferred to a Trust or  automatically  repurchased in accordance with Section
4.3.7.  Solely  for  purposes  of  clause  (B)  above,  a tenant  from  whom the
Corporation (or an entity owned or controlled by the  Corporation)  derives (and
is expected to continue to derive) a  sufficiently  small amount of revenue such
that,  in the opinion of the Board of  Directors of the  Corporation,  rent from
such tenant would not adversely affect the Corporation's ability to qualify as a
REIT, shall not be treated as a tenant of the Corporation.

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

                  (c) Subject to Section  4.3.7(a)(iii),  an  underwriter  which
participates  in a public  offering or a private  placement of Capital Stock (or
securities  convertible  into or exchangeable  for Capital Stock) may Acquire or
Beneficially  Own or  Constructively  Own shares of Capital Stock (or securities
convertible  into or  exchangeable  for Capital Stock) in excess of the Series A
Preferred Stock Ownership Limit or the Aggregate Stock Ownership Limit, but only
to the extent necessary to facilitate such public offering or private placement.

                  Section 4.3.14  Legend.  Each certificate for shares of Series
A Preferred Stock shall bear the following legend:

         "The shares represented by this certificate are subject to restrictions
         on Beneficial and  Constructive  Ownership and Transfer for the purpose
         of the  Corporation's  maintenance  of  its  status  as a  Real  Estate
         Investment  Trust under the Internal  Revenue Code of 1986,  as amended
         (the "Code").  Subject to certain  further  restrictions  and except as
         expressly  provided  in the  Corporation's  Charter,  (i) no Person may
         Beneficially  or  Constructively  Acquire  shares of the  Corporation's
         Series A Preferred Stock in excess of 9.8% of the outstanding shares of
         Series A Preferred Stock of the Corporation; (ii) no Person (other than
         a Conversion  Holder with respect to such holder's  conversion  rights)
         may  Beneficially  or  Constructively  Own shares of the  Corporation's
         Common  Stock in  excess  of 9.8% of the  outstanding  shares of Common
         Stock  of  the  Corporation;   (iii)  no  Person  may  Beneficially  or
         Constructively Own shares of Capital Stock of the Corporation which has
         an  aggregate  value  in  excess  of 9.8%  of the  value  of the  total
         outstanding shares of Capital Stock of the Corporation;  (iv) no Person
         may  Beneficially  or  Constructively  Own Series A Preferred  Stock or
         Common Stock that would result in the Corporation  being "closely held"
         under Section 856(h) of the Code or otherwise  cause the Corporation to
         fail to qualify as a REIT;  and (v) no Person may  Transfer  or Acquire
         shares of Series A  Preferred  Stock if such  Transfer  or  Acquisition
         would  result in the Capital  Stock of the  Corporation  being owned by
         fewer than 100 Persons.  Any Person who Beneficially or  Constructively
         Owns or attempts to Beneficially or Constructively Own shares of Series
         A Preferred  Stock or Common  Stock which causes or will cause a Person
         to  Beneficially  or  Constructively  Own shares of Series A  Preferred
         Stock  or  Common  Stock  in  excess  of  the  above  limitations  must
         immediately  notify  the  Corporation.  If any of the  restrictions  on
         transfer or ownership




                                     - 26 -

<PAGE>



         are violated, the shares of Series A Preferred Stock represented hereby
         will be  automatically  transferred  to a  Trustee  of a Trust  for the
         benefit  of  one  or  more  Charitable  Beneficiaries,  or  in  certain
         circumstances  such shares  will be  automatically  repurchased  by the
         Corporation.  In addition,  the  Corporation may redeem shares upon the
         terms and  conditions  specified  by the Board of Directors in its sole
         discretion  if the Board of Directors  determines  that  ownership or a
         Transfer or other event may violate the  restrictions  described above.
         Furthermore, upon the occurrence of certain events, attempted Transfers
         in violation of the restrictions described above may be void ab initio.
         All capitalized  terms in this legend have the meanings  defined in the
         charter of the  Corporation,  as the same may be  amended  from time to
         time,  a copy of which,  including  the  restrictions  on transfer  and
         ownership, will be furnished to each holder of Series A Preferred Stock
         on request and without charge."

4.4      TRANSFER OF SERIES A PREFERRED STOCK IN TRUST

                  Section 4.4.1 Ownership in Trust. Upon any purported Transfer,
Acquisition,  or other event described in 4.3.7(b), (c) or (d) that is to result
in a transfer of shares of Series A Preferred  Stock to a Trust,  such shares of
Series A Preferred Stock shall be deemed to have been transferred to the Trustee
in his capacity as trustee of a Trust for the  exclusive  benefit of one or more
Charitable  Beneficiaries.  Such  transfer to the Trustee  shall be deemed to be
effective as of the close of business on the Business Day prior to the purported
Transfer,  Acquisition, or other event that results in the transfer to the Trust
pursuant to Section 4.3.7. The Trustee shall be appointed by the Corporation and
shall be a Person  unaffiliated with the Corporation,  any Purported  Beneficial
Transferee,  or any Purported  Record  Transferee.  Each Charitable  Beneficiary
shall be designated by the Corporation as provided in Section 4.4.6.

                  Section 4.4.2 Status of Shares Held by the Trustee.  Shares of
Series A  Preferred  Stock held by the Trustee  shall be issued and  outstanding
shares of Capital Stock. The Purported Beneficial Transferee or Purported Record
Transferee shall have no rights in the shares held by the Trustee. The Purported
Beneficial   Transferee  or  Purported  Record   Transferee  shall  not  benefit
economically  from  ownership of any shares held in trust by the Trustee,  shall
have no rights to  dividends  and shall not  possess any rights to vote or other
rights attributable to the shares held in the Trust.

                  Section 4.4.3  Dividend and Voting  Rights.  The Trustee shall
have all voting rights and rights to dividends  with respect to shares of Series
A Preferred  Stock held in the Trust,  which rights  shall be exercised  for the
exclusive  benefit of the Charitable  Beneficiary.  Any dividend or distribution
paid  prior to the  discovery  by the  Corporation  that the  shares of Series A
Preferred Stock have been  transferred to the Trustee shall be paid with respect
to such shares of Series A Preferred  Stock to the Trustee upon demand,  and any
dividend  or  distribution  declared  but  unpaid  shall be paid when due to the
Trustee.  Any  dividends or  distributions  so paid over to the Trustee shall be
held in trust for the Charitable  Beneficiary.  The Purported Record  Transferee
shall have no voting  rights  with  respect to shares  held in the Trust and any
vote  cast by a  Purported  Record  Transferee  prior  to the  discovery  by the
Corporation that the shares of Series A Preferred Stock have been transferred to
the Trustee will be rescinded as void and shall be recast in accordance with the
desires of the Trustee acting for the benefit of the Charitable Beneficiary.





                                     - 27 -

<PAGE>



                  Section  4.4.4  Sale of Shares by  Trustee.  Within 20 days of
receiving  notice from the  Corporation  that shares of Series A Preferred Stock
have been  transferred  to the Trust,  the  Trustee of the Trust  shall sell the
shares held in the Trust to a person, designated by the Trustee, whose ownership
of the shares will not violate the  ownership  limitations  set forth in Section
4.3.7(a).  Upon such sale,  the interest of the  Charitable  Beneficiary  in the
shares sold shall terminate and the Trustee shall distribute the net proceeds of
the sale to the Purported Record Transferee and to the Charitable Beneficiary as
provided in this Section 4.4.4.  The Purported  Record  Transferee shall receive
the  lesser of (1) the price paid by the  Purported  Record  Transferee  for the
shares or, if the Purported Record  Transferee did not give value for the shares
(through a gift, devise or other transaction), the Market Price of the shares on
the day of the  event  causing  the  shares  to be held in the Trust and (2) the
price per share  received by the Trustee from the sale or other  disposition  of
the shares  held in the Trust.  Any net sales  proceeds  in excess of the amount
payable to the Purported  Record  Transferee  shall be  immediately  paid to the
Charitable  Beneficiary.  If,  prior to the  discovery by the  Corporation  that
shares of Series A Preferred  Stock have been  transferred to the Trustee,  such
shares are sold by a Purported  Record  Transferee then (i) such shares shall be
deemed to have been sold on behalf of the Trust and (ii) to the extent  that the
Purported Record Transferee  received an amount for such shares that exceeds the
amount that such Purported Record Transferee was entitled to receive pursuant to
this Section 4.4.4, such excess shall be paid to the Trustee upon demand.

                  Section  4.4.5  Purchase  Right  in Stock  Transferred  to the
Trustee.  Shares of Series A Preferred Stock transferred to the Trustee shall be
deemed to have been offered for sale to the Corporation,  or its designee,  at a
price  per  share  equal  to the  lesser  of (i)  the  price  per  share  in the
transaction  that  resulted in such  transfer to the Trust (or, in the case of a
devise or gift,  the Market  Price at the time of such  devise or gift) and (ii)
the Market  Price on the date the  Corporation,  or its  designee,  accepts such
offer.  The  Corporation  shall have the right to accept  such  offer  until the
Trustee has sold the shares held in the Trust  pursuant to Section  4.4.4.  Upon
such a sale to the  Corporation,  the interest of the Charitable  Beneficiary in
the  shares  sold shall  terminate  and the  Trustee  shall  distribute  the net
proceeds of the sale to the Purported Record Transferee.

                  Section  4.4.6  Designation  of Charitable  Beneficiaries.  By
written  notice to the Trustee,  the  Corporation  shall  designate  one or more
nonprofit  organizations to be the Charitable Beneficiary of the interest in the
Trust  such that (i) the  shares of Series A  Preferred  Stock held in the Trust
would not violate the restrictions set forth in Section 4.3.7(a) in the hands of
such  Charitable   Beneficiary  and  (ii)  each  Charitable  Beneficiary  is  an
organization described in Sections 170(b)(1)(A),  170(c)(2) and 501(c)(3) of the
Code.

4.5      COMMON STOCK

                  Section 4.5.1 Dividends. Subject to the preferential rights of
any class or series within any such class of Capital Stock ranking  senior as to
dividends to the Common Stock,  including the Series A Preferred  Stock,  and to
the  provisions of Section 4.6 of this Charter,  each record holder of shares of
Common Stock shall be entitled to receive,  out of the assets of the Corporation
which are legally available therefor, such dividends as from time to time may be
declared by the Board of Directors of the  Corporation.  All such holders  shall
share ratably,  in accordance  with the number of shares of Common Stock held by
each such holder, in all dividends paid on the Common Stock.





                                     - 28 -

<PAGE>



                  Section 4.5.2  Distribution Upon  Liquidation,  Dissolution or
Winding Up. In the event of any  dissolution,  liquidation  or winding up of the
affairs of the Corporation,  after payment or provision for payment of the debts
and other liabilities of the Corporation and subject to the preferential  rights
of any  class  of  Capital  Stock  ranking  senior  to the  Common  Stock  as to
liquidation  preferences  and to the  provisions  of  Articles  IV and V of this
Charter  (including  Series A  Preferred  Stock  and all  classes  or  series of
Preferred  Stock),  the  holders of shares of Common  Stock shall be entitled to
receive,  ratably with each other holder of shares of Common Stock, a portion of
the assets of the Corporation  available for  distribution to the holders of its
Common Stock calculated by dividing the number of shares of Common Stock held by
such holder by the total number of shares of Common Stock then outstanding.

                  Section 4.5.3 Voting Rights.  Except as otherwise  provided in
this  Charter or required  by  applicable  law,  each holder of shares of Common
Stock  shall be  entitled to notice of, and the right to vote at, any meeting of
the  stockholders  of Common  Stock and each  outstanding  share of Common Stock
shall be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders.  The holders of record of shares of Common Stock shall be entitled
to vote,  together with any other class or series of Capital  Stock  entitled to
vote then outstanding,  on any resolution presented by the Board of Directors of
the Corporation pursuant to Section 5.1.

                  Section  4.5.4  Exclusion  of  Other  Rights.  Except  as  may
otherwise  be  required  by law,  the shares of Common  Stock shall not have any
preferences or relative, participating,  optional or other special rights, other
than those specifically set forth in this Charter.

                  Section 4.5.5  Common Stock Ownership Limitations.

                  (a) During the period  commencing on the Initial Issuance Date
and prior to the Restriction Termination Date:

                           (i) except as provided in Section 4.5.11,  no Person,
         other  than a  Conversion  Holder,  shall  Acquire or  Beneficially  or
         Constructively Own any shares of Common Stock if, as the result of such
         Acquisition or Beneficial or Constructive Ownership,  such Person shall
         Beneficially or Constructively  Own shares of Common Stock in excess of
         the Common  Stock  Ownership  Limit,  provided,  however,  a Conversion
         Holder  shall  only be  permitted  to Acquire  or  Beneficially  Own or
         Constructively  Own shares of Common Stock in excess of the  limitation
         provided   herein  to  the  extent  that  such  excess   Beneficial  or
         Constructive  Ownership  was caused by a conversion of (or the right to
         convert)  Series A  Preferred  Stock into  Common  Stock and,  provided
         further,  solely for  purposes of  facilitating  the  exercise of stock
         options  pursuant  to the Stock  Option  Plan,  and subject to Sections
         4.5.5(a)(ii) and  4.5.5(a)(iii)  below,  the Operating  Partnership may
         Constructively Own Common Stock in excess of the Common Stock Ownership
         Limit;

                           (ii)  except  as  provided  in  Sections  4.5.11  and
         4.3.13,  no Person,  including but not limited to a Conversion  Holder,
         shall Acquire or Beneficially or Constructively  Own shares of Series A
         Preferred  Stock or  Common  Stock in  excess  of the  Aggregate  Stock
         Ownership  Limit;  however,  solely for  purposes of  facilitating  the
         exercise  of stock  options  pursuant  to the Stock  Option  Plan,  the
         Operating Partnership may Constructively Own Common Stock to the extent
         that as a result of such Constructive Ownership, the value of the




                                     - 29 -

<PAGE>



         shares  of  Capital  Stock   Constructively   Owned  by  the  Operating
         Partnership,  in the  aggregate,  does not exceed 9.9% of the aggregate
         value of the outstanding shares of Capital Stock; and

                           (iii) no Person  shall  Acquire  or  Beneficially  or
         Constructively  Own  shares of Capital  Stock to the  extent  that such
         Acquisition  or Beneficial or  Constructive  Ownership of Capital Stock
         would result in the Corporation being "closely held" within the meaning
         of Section  856(h) of the Code,  or  otherwise  failing to qualify as a
         REIT  (including,  but not limited to, an  Acquisition or Beneficial or
         Constructive  Ownership  that would  result in the  Corporation  owning
         (actually or  Constructively) an interest in a tenant that is described
         in  Section  856(d)(2)(B)  of the  Code if the  income  derived  by the
         Corporation  from such tenant  would cause the  Corporation  to fail to
         satisfy any of the gross income  requirements  of Section 856(c) of the
         Code).

                  (b) If, during the period  commencing on the Initial  Issuance
Date and prior to the Restriction  Termination Date, any Transfer or Acquisition
of shares of Common Stock (other than a Transfer or Acquisition to which Section
4.5.5(c)  applies) (whether or not such Transfer or Acquisition is the result of
a  transaction  entered  into  through the  facilities  of the NYSE or any other
national securities exchange or automated  inter-dealer quotation system) occurs
which, if effective, would result in any Person Acquiring shares of Common Stock
in violation of Section  4.5.5(a),  (i) then that number of shares of the Common
Stock being  Transferred or Acquired that  otherwise  would cause such Person to
violate  Section  4.5.5(a)  (rounded up to the  nearest  whole  share)  shall be
automatically   transferred   to  a  Trust  for  the  benefit  of  a  Charitable
Beneficiary,  as described in Section 4.6, effective as of the close of business
on the Business Day prior to the date of such Transfer or Acquisition,  and such
Person  shall  acquire no rights in such  shares or (ii) if the  transfer to the
Trust  described in clause (i) of this  sentence  would not be effective for any
reason to prevent any Person from  Acquiring  or  Transferring  Common  Stock in
violation of Section  4.5.5(a),  then the Transfer or Acquisition of that number
of shares of Common  Stock  that  otherwise  would  cause any  Person to violate
Section  4.5.5(a)  shall be void ab initio,  and the intended  transferee  shall
acquire no rights in such shares of Common Stock.

                  (c) If, during the period  commencing on the Initial  Issuance
Date and prior to the Restriction Termination Date, a change in the relationship
between two or more Persons ("Common Stock Affected  Persons") results in any of
such Common Stock Affected Persons Beneficially or Constructively  Owning shares
of Common Stock in violation of Section  4.5.5(a)  because of the application of
Section  318(a) of the Code (as  modified by Section  856(d)(5)  of the Code) or
Section  544 of the Code (as  modified by Section  856(h)(1)(B)  of the Code) (a
"Common  Stock  Constructive  Ownership  Event"),  then that number of shares of
Common Stock  Beneficially or Constructively  Owned by the Common Stock Affected
Persons  (rounded up to the nearest  whole share) that  otherwise  would violate
Section 4.5.5(a) shall be  automatically  transferred to a Trust for the benefit
of a Charitable  Beneficiary,  as described in Section 4.6,  effective as of the
close of business on the Business  Day prior to such Common  Stock  Constructive
Ownership  Event, and such Common Stock Affected Person or Persons shall acquire
no rights in such shares.

                  (d) If during the period  commencing  on the Initial  Issuance
Date and prior to the Restriction  Termination Date, a Special  Triggering Event
(if  effective)  or other  event or  occurrence  (if  effective),  other  than a
Transfer  or  Acquisition  described  in  Section  4.5.5(b)  or a  Common  Stock
Constructive Ownership Event described in Section 4.5.5(c),  would result in any
violation of Section  4.5.5(a),  then:  (i) the number of shares of Common Stock
(rounded  up to the  nearest  whole  share)  that  would  (but for this  Section
4.5.5(d)) cause any Person to Beneficially or Constructively Own Common




                                     - 30 -

<PAGE>



Stock in violation of Section 4.5.5(a) shall be automatically repurchased by the
Corporation  from the actual owner of such shares of Common Stock,  effective as
of the close of business on the  Business  Day prior to the date of such Special
Triggering  Event  or  other  event  or  occurrence;  or (ii)  if the  automatic
repurchase  described in clause (i) of this sentence  would not be effective for
any reason to prevent  any Person from  Beneficially  or  Constructively  Owning
Common  Stock in violation  of Section  4.5.5(a),  then that number of shares of
Common Stock (rounded up to the nearest whole share) that otherwise  would cause
any Person to violate Section 4.5.5(a) shall be  automatically  transferred to a
Trust for the benefit of a Charitable Beneficiary,  as described in Section 4.6,
effective  as of the close of business on the  Business Day prior to the date of
such Special Triggering Event or other event or occurrence, and the actual owner
shall retain no rights in such shares of Common Stock;  or (iii) if the transfer
to the Trust  described in clause (ii) of this  sentence  would not be effective
for any reason to prevent any Person from Beneficially or Constructively  Owning
Common Stock in violation of Section 4.5.5(a), then the Special Triggering Event
or other event or occurrence  that would  otherwise cause such Person to violate
Section 4.5.5(a) shall be void ab initio.  The repurchase price of each share of
Common Stock automatically  repurchased  pursuant to this Section 4.5.5(d) shall
be a price  per  share  equal to the  Market  Price  on the date of the  Special
Triggering  Event or other event or occurrence  that resulted in the repurchase.
Dividends which were accrued but unpaid with respect to the  repurchased  shares
as of the date of the Special Triggering Event or other event or occurrence that
resulted in the  repurchase  shall be paid.  Any dividend or other  distribution
paid  after the  Special  Triggering  Event or other  event or  occurrence  that
resulted in the repurchase,  but prior to the discovery by the Corporation  that
shares of Common Stock have been  automatically  repurchased by the Corporation,
shall be paid to the Corporation upon demand.

                  (e)  Subject  to  Section  5.2 and  notwithstanding  any other
provisions  contained  herein,  during  the  period  commencing  on the  Initial
Issuance Date and prior to the  Restriction  Termination  Date,  any Transfer or
Acquisition  of  shares  of  Common  Stock  (whether  or not  such  Transfer  or
Acquisition  is the result of a transaction  entered into through the facilities
of the NYSE or any other national securities exchange or automated  inter-dealer
quotation  system) that,  if effective,  would result in the Capital Stock being
beneficially owned by less than 100 Persons (determined without reference to any
rules of attribution) shall be void ab initio, and the intended transferee shall
acquire no rights in such shares of Common Stock.

                  Section 4.5.6  Remedies for Breach.  If the Board of Directors
of the  Corporation or any duly authorized  committee  thereof shall at any time
determine  in good  faith that a Transfer  or other  event has taken  place that
results in a violation of Section  4.5.5 or that a Person  intends to Acquire or
has attempted to Acquire  Beneficial or Constructive  Ownership of any shares of
Common  Stock in violation of Section  4.5.5  (whether or not such  violation is
intended),  the Board of Directors or a committee thereof shall take such action
as it deems advisable,  subject to Section 5.2 hereof,  to refuse to give effect
to or to prevent such  Transfer or other event,  including,  but not limited to,
causing  the  Corporation  to redeem  shares,  refusing  to give  effect to such
Transfer on the books of the  Corporation or  instituting  proceedings to enjoin
such Transfer;  provided, however, that any Transfers or attempted Transfers or,
in the  case of an event  other  than a  Transfer,  Beneficial  or  Constructive
Ownership  in  violation  of Section  4.5.5  shall  automatically  result in the
transfer to the Trust described above (or the automatic repurchase),  and, where
applicable,  such  Transfer (or other event) shall be void ab initio as provided
above  irrespective of any action (or non-action) by the Board of Directors or a
committee thereof.





                                     - 31 -

<PAGE>



                  Section  4.5.7 Notice of Restricted  Transfer.  Any Person who
Acquires or attempts or intends to Acquire  shares of Common  Stock in violation
of Section 4.5.5 or any Person who is a transferee in a Transfer or is otherwise
affected  by an event  other than a Transfer  that  results  in a  violation  of
Section 4.5.5 shall  immediately  give written notice to the Corporation of such
Acquisition,  Transfer or other event and shall provide to the Corporation  such
other  information  as the  Corporation  may request in order to  determine  the
effect,  if  any,  of such  Acquisition,  Transfer  or  attempted,  intended  or
purported Acquisition,  Transfer or other event on the Corporation's status as a
REIT.

                  Section 4.5.8  Owners  Required To  Provide Information.  From
the Initial Issuance Date and prior to the Restriction Termination Date:

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

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

                  Section 4.5.9 Remedies Not Limited. Subject to Section 5.1 and
Section 5.2, nothing  contained in this Section 4.5 shall limit the authority of
the Board of Directors of the  Corporation to take such other action as it deems
necessary  or  advisable  to protect the  Corporation  and the  interests of its
stockholders in preserving the Corporation's status as a REIT.

                  Section 4.5.10  Ambiguity.  In the case of an ambiguity in the
application  of any of the  provisions of this Section 4.5,  Section 4.6, or any
definition  contained in Section 4.2, the Board of Directors of the  Corporation
shall have the power to determine  the  application  of the  provisions  of this
Section  4.5 or Section  4.6 with  respect to any  situation  based on the facts
known to it. In the event  Section 4.5 or 4.6 requires an action by the Board of
Directors of the Corporation, and the Charter fails to provide specific guidance
with respect to such action,  the Board of  Directors of the  Corporation  shall
have the power to determine the action to be taken so long as such action is not
contrary to the provisions of Sections 4.2, 4.5 or 4.6. Absent a decision to the
contrary  by the Board of  Directors  (which  the Board may make in its sole and
absolute  discretion),  the shares to be affected by the  remedies  set forth in
Section 4.5.5(b),  (c), and (d) shall be as follows:  (1) if a Person would have
(but for the remedies set forth in Section 4.5.5(b), (c), and (d) as applicable)
Acquired shares of Common Stock in violation of Section 4.5.5(a),  such remedies
(as  applicable)  shall apply first to the shares which,  but for such remedies,
would have been  Acquired  and actually  owned by such Person,  second to shares
which, but for such remedies,  would have been Acquired by such Person and which
would have been  Beneficially  Owned or  Constructively  Owned (but not actually
owned) by such  Person,  pro rata among the Persons who actually own such shares
based upon the relative value of the shares held




                                     - 32 -

<PAGE>



by each such Person;  and (2) if a Person is in violation of Section 4.5.5(a) as
a result of an event other than an Acquisition of shares of Common Stock by such
Person, the remedies set forth in Section 4.5.5(b),  (c), or (d) (as applicable)
shall apply first to shares which are  actually  owned by such Person and second
to shares  which are  Beneficially  or  Constructively  Owned (but not  actually
owned) by such  Person,  pro rata among the Persons who actually own such shares
based upon the relative value of the shares held by each such Person.

                  Section 4.5.11  Exceptions.

                  (a) Subject to Section  4.5.5(a)(iii),  the Board of Directors
of the Corporation,  in its sole discretion, may exempt a Person from the Common
Stock Ownership  Limit or the Aggregate  Stock Ownership  Limit, as the case may
be,  if:  (A) such  Person is not (i) an  individual  for  purposes  of  Section
542(a)(2) of the Code as modified by Section 856(h) of the Code, or (ii) treated
as the owner of such  stock for  purposes  of Section  542(a)(2)  of the Code as
modified by Section 856(h) of the Code, and the Board of Directors  obtains such
representations and undertakings from such Person as are reasonably necessary to
ascertain  that no  individual's  Beneficial or  Constructive  Ownership of such
shares of Common Stock will violate Section 4.5.5;  (B) such Person does not and
represents that it will not own,  actually or  Constructively,  an interest in a
tenant of the  Corporation  (or a tenant of an entity owned or controlled by the
Corporation)   that  would   cause  the   Corporation   to  own,   actually   or
Constructively,  more than a 9.8% interest (as set forth in Section 856(d)(2)(B)
of  the  Code)  in  such  tenant  and  the  Board  of  Directors   obtains  such
representations and undertakings from such Person as are reasonably necessary to
ascertain  this fact; and (C) such Person agrees that any violation or attempted
violation  of such  representations  or  undertakings  (or other action which is
contrary to the  restrictions  contained in Sections 4.5.5 through  4.5.10) will
result  in such  Common  Stock  being  automatically  transferred  to a Trust or
automatically  repurchased in accordance with Section 4.5.5. Solely for purposes
of clause (B) above, a tenant from whom the  Corporation  (or an entity owned or
controlled by the Corporation) derives (and is expected to continue to derive) a
sufficiently  small amount of revenue such that,  in the opinion of the Board of
Directors of the  Corporation,  rent from such tenant would not adversely affect
the Corporation's ability to qualify as a REIT, shall not be treated as a tenant
of the Corporation.

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

                  (c) Subject to Section  4.5.5(a)(iii),  an  underwriter  which
participates  in a public  offering or a private  placement of Capital Stock (or
securities  convertible  into or exchangeable  for Capital Stock) may Acquire or
Beneficially  Own or  Constructively  Own shares of Capital Stock (or securities
convertible  into or  exchangeable  for  Capital  Stock) in excess of the Common
Stock Ownership Limit or the Aggregate  Stock Ownership  Limit,  but only to the
extent necessary to facilitate such public offering or private placement.





                                     - 33 -

<PAGE>



                  Section 4.5.12  Legend.  Each certificate for shares of Common
Stock shall bear the following legend:

         "The shares represented by this certificate are subject to restrictions
         on Beneficial and  Constructive  Ownership and Transfer for the purpose
         of the  Corporation's  maintenance  of  its  status  as a  Real  Estate
         Investment  Trust under the Internal  Revenue Code of 1986,  as amended
         (the "Code").  Subject to certain  further  restrictions  and except as
         expressly provided in the Corporation's  Charter,  (i) no Person (other
         than a  Conversion  Holder  with  respect to such  holder's  conversion
         rights)  may  Beneficially  or  Constructively  Acquire  shares  of the
         Corporation's  Common Stock in excess of 9.8% of the outstanding shares
         of Common Stock of the Corporation;  (ii) no Person may Beneficially or
         Constructively  Own shares of Capital Stock of the Company which has an
         aggregate value in excess of 9.8% of the value of the total outstanding
         shares  of  Capital  Stock  of the  Corporation;  (iii) no  Person  may
         Beneficially  or  Constructively  Own Common Stock that would result in
         the  Corporation  being "closely held" under Section 856(h) of the Code
         or otherwise  cause the  Corporation  to fail to qualify as a REIT; and
         (iv) no Person may  Transfer or Acquire  Shares of Common Stock if such
         Transfer or Acquisition  would result in the Corporation being owned by
         fewer than 100 Persons.  Any Person who Beneficially or  Constructively
         Owns or attempts to Beneficially or Constructively Own shares of Common
         Stock  which  causes  or  will  cause  a  Person  to   Beneficially  or
         Constructively  Own  shares  of  Common  Stock in  excess  of the above
         limitations  must  immediately  notify the  Corporation.  If any of the
         restrictions  on  transfer or  ownership  are  violated,  the shares of
         Common Stock represented hereby will be automatically  transferred to a
         Trustee  of  a  Trust  for  the  benefit  of  one  or  more  Charitable
         Beneficiaries,   or  in  certain   circumstances   such   shares   will
         automatically   repurchased  by  the  Corporation.   In  addition,  the
         Corporation  may redeem shares upon the terms and conditions  specified
         by the  Board of  Directors  in its  sole  discretion  if the  Board of
         Directors  determines  that  ownership or a Transfer or other event may
         violate  the  restrictions  described  above.  Furthermore,   upon  the
         occurrence of certain events,  attempted  Transfers in violation of the
         restrictions  described  above may be void ab initio.  All  capitalized
         terms in this  legend have the  meanings  defined in the charter of the
         Corporation,  as the same may be amended  from time to time,  a copy of
         which,  including the  restrictions on transfer and ownership,  will be
         furnished  to each  holder  of  Common  Stock on  request  and  without
         charge."

4.6      TRANSFERS OF COMMON STOCK IN TRUST

                  Section 4.6.1 Ownership in Trust. Upon any purported Transfer,
Acquisition,  or other event described in Section 4.5.5(b),  (c), or (d) that is
to result in a transfer  of shares of Common  Stock to a Trust,  such  shares of
Common  Stock  shall be deemed to have been  transferred  to the  Trustee in his
capacity  as  trustee  of a  Trust  for  the  exclusive  benefit  of one or more
Charitable  Beneficiaries.  Such  transfer to the Trustee  shall be deemed to be
effective as of the close of business on the Business Day prior to the purported
Transfer,  Acquisition,  or other event that  results in a transfer to the Trust
pursuant to Section 4.5.5. The Trustee shall be appointed by the Corporation and
shall be a Person  unaffiliated with the Corporation,  any Purported  Beneficial
Transferee,  or any Purported  Record  Transferee.  Each Charitable  Beneficiary
shall be designated by the Corporation as provided in Section 4.6.6.





                                     - 34 -

<PAGE>



                  Section 4.6.2 Status of Shares Held by the Trustee.  Shares of
Common  Stock  held by the  Trustee  shall be issued and  outstanding  shares of
Capital  Stock  of the  Corporation.  The  Purported  Beneficial  Transferee  or
Purported  Record  Transferee  shall  have no rights in the  shares  held by the
Trustee.  The Purported  Beneficial  Transferee or Purported  Record  Transferee
shall not benefit economically from ownership of any shares held in trust by the
Trustee,  shall have no rights to dividends  and shall not possess any rights to
vote or other rights attributable to the shares held in the Trust.

                  Section 4.6.3  Dividend and Voting  Rights.  The Trustee shall
have all voting rights and rights to dividends  with respect to shares of Common
Stock held in the Trust,  which  rights  shall be  exercised  for the  exclusive
benefit of the Charitable  Beneficiary.  Any dividend or distribution paid prior
to the  discovery by the  Corporation  that the shares of Common Stock have been
transferred  to the Trustee  shall be paid to the Trustee upon  demand,  and any
dividend  or  distribution  declared  but  unpaid  shall be paid when due to the
Trustee  with  respect  to  such  shares  of  Common  Stock.  Any  dividends  or
distributions  so paid  over to the  Trustee  shall  be  held in  trust  for the
Charitable  Beneficiary.  The Purported  Record  Transferee shall have no voting
rights with respect to shares held in the Trust and any vote cast by a Purported
Record  Transferee  prior to the discovery by the Corporation that the shares of
Common Stock have been  transferred to the Trustee will be rescinded as void and
shall be recast in  accordance  with the desires of the  Trustee  acting for the
benefit of the Charitable Beneficiary.

                  Section  4.6.4  Sale of Shares by  Trustee.  Within 20 days of
receiving  notice from the  Corporation  that  shares of Common  Stock have been
transferred to the Trust, the Trustee of the Trust shall sell the shares held in
the Trust to a person,  designated by the Trustee, whose ownership of the shares
will not violate the ownership  limitations set forth in Section 4.5.5(a).  Upon
such sale, the interest of the  Charitable  Beneficiary in the shares sold shall
terminate and the Trustee shall  distribute  the net proceeds of the sale to the
Purported  Record  Transferee and to the  Charitable  Beneficiary as provided in
this Section 4.6.4. The Purported Record  Transferee shall receive the lesser of
(1) the price paid by the Purported Record  Transferee for the shares or, if the
Purported  Record  Transferee did not give value for the shares (through a gift,
devise or other  transaction),  the Market Price of the shares on the day of the
event  causing  the  shares  to be held in the Trust and (2) the price per share
received by the Trustee from the sale or other disposition of the shares held in
the  Trust.  Any net  sales  proceeds  in excess of the  amount  payable  to the
Purported  Record  Transferee  shall  be  immediately  paid  to  the  Charitable
Beneficiary. If, prior to the discovery by the Corporation that shares of Common
Stock have been transferred to the Trustee,  such shares are sold by a Purported
Record  Transferee  then (i) such  shares  shall be  deemed to have been sold on
behalf of the Trust and (ii) to the extent that the Purported Record  Transferee
received an amount for such shares that  exceeds the amount that such  Purported
Record  Transferee was entitled to receive pursuant to this Section 4.6.4,  such
excess shall be paid to the Trustee upon demand.

                  Section  4.6.5  Purchase  Right  in Stock  Transferred  to the
Trustee.  Shares of Common Stock  transferred  to the Trustee shall be deemed to
have been offered for sale to the Corporation,  or its designee,  at a price per
share  equal to the  lesser of (i) the price per share in the  transaction  that
resulted in such transfer to the Trust (or, in the case of a devise or gift, the
Market  Price at the time of such  devise or gift) and (ii) the Market  Price on
the date the Corporation,  or its designee,  accepts such offer. The Corporation
shall have the right to accept  such offer until the Trustee has sold the shares
held  in  the  Trust  pursuant  to  Section  4.6.4.  Upon  such  a  sale  to the
Corporation, the interest of the Charitable Beneficiary in the shares sold shall
terminate and the Trustee shall  distribute  the net proceeds of the sale to the
Purported Record Transferee.




                                     - 35 -

<PAGE>



                  Section  4.6.6  Designation  of Charitable  Beneficiaries.  By
written  notice to the Trustee,  the  Corporation  shall  designate  one or more
nonprofit  organizations to be the Charitable Beneficiary of the interest in the
Trust  such  that (i) the  shares of Common  Stock  held in the Trust  would not
violate  the  restrictions  set forth in Section  4.5.5(a)  in the hands of such
Charitable  Beneficiary and (ii) each Charitable  Beneficiary is an organization
described in Sections 170(b)(1)(A), 170(c)(2) and 501(c)(3) of the Code.

                                    ARTICLE V
                             General REIT Provisions

                  Section 5.1 Termination of REIT Status. The Board of Directors
of the Corporation shall take no action to terminate the Corporation's status as
a REIT  until  such  time as (i) the  Board of  Directors  adopts  a  resolution
recommending that the Corporation terminate its status as a REIT, (ii) the Board
of Directors  presents the resolution for  consideration at an annual or special
meeting of the stockholders and (iii) such resolution is approved by the vote of
holders of a majority of the shares entitled to be cast on the matter.

                  Section  5.2  Exchange  or  Market  Transactions.  Nothing  in
Article IV or this Article V shall  preclude the  settlement of any  transaction
entered  into through the  facilities  of any  national  securities  exchange or
automated  inter-dealer  quotation  system.  The fact that the settlement of any
transaction  has occurred shall not negate the effect of any other  provision of
Article IV or this Article V and any  transferee in such a transaction  shall be
subject to all of the  provisions  and  limitations  set forth in Article IV and
this Article V.

                  Section 5.3  Severability.  If any  provision of Article IV or
this Article V 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 VI
                               Board of Directors

                  Section 6.1  Management.  The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors.





                  Section  6.2  Number.  The  number  of  directors  which  will
constitute  the entire  Board of  Directors  shall be fixed by, or in the manner
provided  in, the Bylaws but shall in no event be less than three.  Any increase
or decrease in the size of the board shall be  apportioned  as nearly equally as
possible among the classes of directors.  There are currently three directors in
office whose names are as follows:



                                     - 36 -

<PAGE>



                                William J. Wolfe
                                Stuart D. Halpert
                                Lester Zimmerman

                  Section 6.3 Classification. The directors shall be classified,
with  respect  to the time for which  they  severally  hold  office,  into three
classes,  as nearly  equal in number as  possible.  As shall be  provided in the
Bylaws of the  Corporation,  one class  shall  originally  be elected for a term
expiring at the annual meeting of stockholders to be held in 1995, another class
shall  originally  be  elected  for a term  expiring  at the  annual  meeting of
stockholders  to be held in 1996, and another class shall  originally be elected
for a term expiring at the annual  meeting of  stockholders  to be held in 1997,
with each class to hold office  until its  successors  are elected and  qualify.
Except as  otherwise  provided in this  Charter,  at each annual  meeting of the
stockholders of the Corporation, the date of which shall be fixed by or pursuant
to the Bylaws of the Corporation, the successors of the class of directors whose
terms expire at that meeting shall be elected to hold office for a term expiring
at the annual meeting of stockholders  held in the third year following the year
of their  election.  No  election of  directors  need be by written  ballot.  No
decrease in the number of directors  constituting  the Board of Directors  shall
shorten the term of any incumbent director.

                  Section 6.4  Vacancies.  Except as otherwise  provided in this
Charter,  newly created directorships  resulting from any increase in the number
of directors may be filled by the majority  vote of the Board of Directors,  and
any  vacancies  on the Board of  Directors  resulting  from death,  resignation,
removal or other cause shall be filled by the affirmative  vote of a majority of
the remaining  directors then in office, even if less than a quorum of the Board
of Directors,  or, if  applicable,  by a sole remaining  director.  Any director
elected in accordance  with the preceding  sentence  shall hold office until the
next  annual  meeting of the  Corporation,  at which time a  successor  shall be
elected to fill the remaining term of the position filled by such director.

                  Section  6.5  Removal.  Except as  otherwise  provided in this
Charter,  any director may be removed from office only for cause and only by the
affirmative vote of two-thirds of the aggregate number of votes then entitled to
be cast  generally  in the election of  directors.  For purposes of this Section
6.5,  "cause"  shall mean the  willful and  continuous  failure of a director to
substantially perform the duties to the Corporation of such director (other than
any such failure  resulting from temporary  incapacity due to physical or mental
illness) or the willful  engaging by a director in gross  misconduct  materially
and demonstrably injurious to the Corporation.

                  Section  6.6  Bylaws.  The Board of  Directors  shall have the
exclusive  power to adopt,  amend,  alter,  change  and repeal any Bylaws of the
Corporation.

                  Section  6.7  Powers.   The   enumeration  and  definition  of
particular powers of the Board of Directors  included  elsewhere in this Charter
shall in no way be limited or restricted  by reference to or inference  from the
terms of any other  clause  of this or any other  Article  of this  Charter,  or
construed as  excluding or limiting,  or deemed by inference or otherwise in any
manner to exclude or limit,  the powers  conferred  upon the Board of  Directors
under the MGCL as now or hereafter in force.

                                   ARTICLE VII
                                    Liability

                  To the fullest  extent  permitted  by Maryland  law, in effect
from time to time,  no person who at any time was or is a director or officer of
the  Corporation   shall  be  personally   liable  to  the  Corporation  or  its
stockholders for money damages. No amendment of this Charter or repeal of any of




                                     - 37 -

<PAGE>



its  provisions  shall  limit  or  eliminate  any of the  benefits  provided  to
directors and officers  under this Article VII in respect of any act or omission
that occurred prior to such amendment or repeal.

                                  ARTICLE VIII
                                 Indemnification

                  The  Corporation  shall have the power to  obligate  itself to
indemnify,  to the fullest extent  permitted by Maryland law in effect from time
to time,  all persons who at any time were or are  directors  or officers of the
Corporation for any threatened,  pending or completed action, suit or proceeding
(whether  civil,  criminal,  administrative  or  investigative)  relating to any
action  alleged to have been taken or omitted in such  capacity as a director or
an officer and to pay or reimburse all reasonable expenses incurred by a present
or  former  director  or  officer  of the  Corporation  in  connection  with any
threatened,  pending or completed  action,  suit or proceeding  (whether  civil,
criminal,  administrative  or  investigative)  in which  the  present  or former
director  or officer is a party,  in  advance  of the final  disposition  of the
proceeding.  The Corporation  may indemnify any other persons  permitted but not
required to be indemnified by Maryland law, as applicable  from time to time, if
and  to  the  extent   indemnification   is  authorized  and  determined  to  be
appropriate,  in each case in accordance  with  applicable  law, by the Board of
Directors  of  the  Corporation,   the  majority  of  the  stockholders  of  the
Corporation  entitled to vote thereon or special legal counsel  appointed by the
Board of  Directors.  No  amendment  of this  Charter  or  repeal  of any of its
provisions  shall limit or eliminate  any of the benefits  provided to directors
and  officers  under this  Article  VIII in respect of any act or omission  that
occurred prior to such amendment or repeal.

                                   ARTICLE IX
                         Written Consent or Stockholders

                  Any  corporate  action  upon which a vote of  stockholders  is
required or permitted may be taken without a meeting with the unanimous  written
consent of each stockholder entitled to vote on the matter.

                                    ARTICLE X
                                  Miscellaneous

                  The Corporation  reserves the right to amend,  alter or repeal
any provision  contained in this Charter,  including any amendment  altering the
terms or  contract  rights,  as  expressly  set  forth in this  Charter,  of any
outstanding shares of stock.  Notwithstanding any provision of law permitting or
requiring  any action to be taken or  approved  by the  affirmative  vote of the
holders of shares  entitled to cast a greater  number of votes,  any such action
shall be  effective  and valid if taken or approved by the  affirmative  vote of
holders of shares  entitled to cast a majority  of all the votes  entitled to be
cast on the  matter;  provided,  however,  subject to the  voting  rights of the
Series A Preferred  Stock,  the affirmative vote of the holders of two-thirds of
all the votes then  entitled to be cast  generally  in the election of directors
shall be  required  to amend  Sections  4.5.3,  6.3 and 6.5 and this  Article  X
hereof.  All rights  conferred  upon  stockholders  herein  are  subject to this
reservation.





                                     - 38 -

<PAGE>



                                   ARTICLE XI
                                    Existence

                  The Corporation is to have a perpetual existence.

     THIRD:  The foregoing  restatement  of the charter has been approved by the
entire Board of Directors.

     FOURTH: The charter is not amended by these Articles of Restatement.

     FIFTH:  The current  address of the principal  office of the Corporation is
set forth in Article II of the foregoing restatement of the charter.

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

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

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








                                     - 39 -

<PAGE>


     IN WITNESS WHEREOF,  the Corporation has caused these Articles to be signed
in its name and on its behalf by its  President and attested to by its Secretary
on this 28th day of June, 1996.

ATTEST:                                FIRST WASHINGTON REALTY
                                       TRUST, INC.

/s/                                               /s/
__________________________             By:_______________________________(SEAL)
Jeffrey S. Distenfeld                     William J. Wolfe
Secretary                                 President






















                                     - 40 -
<PAGE>
                             ARTICLES SUPPLEMENTARY

                                       OF

                       FIRST WASHINGTON REALTY TRUST, INC.


     First Washington Realty Trust,  Inc., a corporation  organized and existing
under the laws of the State of Maryland (the "Corporation"), hereby certifies to
the State Department of Assessments and Taxation of Maryland that:

     FIRST:  Pursuant  to the  authority  granted  to and vested in the Board of
Directors of the  Corporation  (the "Board of  Directors")  in  accordance  with
Article IV Section 4.1.2 of the charter of the Corporation (the "Charter"),  the
Board of  Directors,  at a meeting held on March 14, 1997,  adopted  resolutions
designating  50,000 shares (the "Shares") of Preferred  Stock (as defined in the
Charter),  as Series A  Preferred  Stock (as  defined in the  Charter)  with the
preferences,   conversion  and  other  rights,   voting  powers,   restrictions,
limitations as to dividends or other  distributions,  qualifications,  and terms
and  conditions of redemption of such Series A Preferred  Stock set forth in the
Charter.

     SECOND:  The Shares have been  designated by the Board of Directors under a
power contained in the Charter.

     THIRD:  These  Articles  Supplementary  have been  approved by the Board of
Directors in the manner and by the vote required by law.

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

     IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary
to be signed in its name and on its behalf by its  President  and attested to by
its Secretary on this 17th day of March, 1997.

ATTEST:                                FIRST WASHINGTON REALTY TRUST, INC.


/s/                                               /s/
_________________________              By:________________________________(SEAL)
Jeffrey S. Distenfeld                     William J. Wolfe,
Secretary                                 President


<PAGE>

                       FIRST WASHINGTON REALTY TRUST, INC.

                             ARTICLES SUPPLEMENTARY

                  CLASS B JUNIOR PARTICIPATING PREFERRED STOCK

                          -----------------------------

                  First Washington  Realty Trust,  Inc., a Maryland  corporation
(the "Corporation"), hereby certifies to the State Department of Assessments and
Taxation  of  Maryland,  pursuant to Sections  2-105(a)(9)  and  2-208(a) of the
Maryland General Corporation Law (the "MGCL") that:

                  FIRST:  Under a power contained in Section 4.12 of the charter
of the  Corporation  (the  "Charter"),  the Board of  Directors,  as required by
Section  2-208(a) of the MGCL by a resolution  duly  adopted,  at a meeting duly
called and held on October 10, 1998, has  classified  and  designated  1,000,000
unissued shares of Preferred Stock of the Corporation, $.01 par value per share,
as shares of Class B Junior Participating Preferred Stock, with the preferences,
conversion  and other rights,  voting  powers,  restrictions,  limitations as to
dividends and other  distributions,  qualifications  and terms and conditions of
redemption as follows,  which upon any  restatement of the Charter shall be made
part of Article 4 of the Charter,  with any necessary or appropriate  changes to
the enumeration or lettering of the provisions hereof:

                  CLASS B JUNIOR PARTICIPATING PREFERRED STOCK

                  Section 1.  Designation and Amount.  The shares of such series
shall be  designated  as "Class B Junior  Participating  Preferred  Stock"  (the
"Class B  Preferred  Stock") and the number of shares  constituting  the Class B
Preferred Stock shall be one million  (1,000,000).  Such number of shares may be
increased or decreased by resolution of the Board of Directors;  provided,  that
no decrease  shall  reduce the number of shares of Class B Preferred  Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved  for  issuance  upon the  exercise of  outstanding  options,  rights or
warrants or upon the  conversion  of any  outstanding  securities  issued by the
Corporation convertible into Class B Preferred Stock.

                  Section 2.        Dividends and Distributions.

                  (A) Subject to the prior and superior rights of the holders of
         any shares of any class or series of stock of this Corporation  ranking
         prior and  superior  to the Class B  Preferred  Stock  with  respect to
         dividends,  the  holders  of  shares  of Class B  Preferred  Stock,  in
         preference  to the  holders of Common  Stock,  par value $.01 per share
         (the  "Common  Stock"),  of the  Corporation,  and of any  other  stock
         ranking  junior to the Class B  Preferred  Stock,  shall be entitled to
         receive,  when,  as and if  authorized by the Board of Directors out of
         funds legally available for the purpose, quarterly dividends payable in
         cash on the fifteenth day of February, May, August and November of each
         year (each such date being referred to herein as a "Quarterly  Dividend
         Payment Date"), commencing on the first Quarterly Dividend

                                      - 1 -

<PAGE>



         Payment Date after the first issuance of a share or fraction of a share
         of Class B  Preferred  Stock,  in an amount per share  (rounded  to the
         nearest  cent)  equal to the greater of (a) $1.00 or (b) subject to the
         provision for adjustment hereinafter set forth, 100 times the aggregate
         per share amount of all cash dividends, and 100 times the aggregate per
         share  amount  (payable  in kind) of all  non-cash  dividends  or other
         distributions,  other than a dividend payable in shares of Common Stock
         or a  subdivision  of  the  outstanding  shares  of  Common  Stock  (by
         reclassification or otherwise),  declared on the Common Stock since the
         immediately  preceding Quarterly Dividend Payment Date or, with respect
         to the first Quarterly  Dividend Payment Date, since the first issuance
         of any share or fraction of a share of Class B Preferred  Stock. In the
         event the Corporation  shall at any time declare or pay any dividend on
         the  Common  Stock  payable  in  shares of  Common  Stock,  or effect a
         subdivision,  combination or consolidation of the outstanding shares of
         Common Stock (by  reclassification  or  otherwise  than by payment of a
         dividend in shares of Common  Stock) into a greater or lesser number of
         shares of  Common  Stock,  then in each  such case the  amount to which
         holders of shares of Class B Preferred Stock were entitled  immediately
         prior to such event under clause (b) of the preceding sentence shall be
         adjusted by  multiplying  such amount by a fraction,  the  numerator of
         which is the number of shares of Common Stock  outstanding  immediately
         after such event and the  denominator  of which is the number of shares
         of Common Stock that were outstanding immediately prior to such event.

                  (B) The  Corporation  shall declare a dividend or distribution
         on the Class B Preferred  Stock as provided  in  paragraph  (A) of this
         Section 2 immediately  after it declares a dividend or  distribution on
         the Common  Stock  (other  than a dividend  payable in shares of Common
         Stock);  provided that, in the event no dividend or distribution  shall
         have been  declared on the Common Stock  during the period  between any
         Quarterly  Dividend  Payment  Date  and the next  subsequent  Quarterly
         Dividend  Payment  Date,  a dividend  of $1.00 per share on the Class B
         Preferred  Stock  shall  nevertheless  be  payable  on such  subsequent
         Quarterly Dividend Payment Date.

                  (C)  Dividends  shall  begin to accrue  and be  cumulative  on
         outstanding  shares  of Class B  Preferred  Stock  from  the  Quarterly
         Dividend  Payment Date next preceding the date of issue of such shares,
         unless the date of issue of such shares is prior to the record date for
         the first Quarterly  Dividend  Payment Date, in which case dividends on
         such  shares  shall  begin  to  accrue  from  the date of issue of such
         shares,  or unless the date of issue is a  Quarterly  Dividend  Payment
         Date or is a date  after  the  record  date  for the  determination  of
         holders  of shares of Class B  Preferred  Stock  entitled  to receive a
         quarterly  dividend and before such Quarterly Dividend Payment Date, in
         either of which  events  such  dividends  shall  begin to accrue and be
         cumulative  from such  Quarterly  Dividend  Payment  Date.  Accrued but
         unpaid dividends shall not bear interest.  Dividends paid on the shares
         of Class B Preferred  Stock in an amount less than the total  amount of
         such  dividends at the time accrued and payable on such shares shall be
         allocated pro rata on a  share-by-share  basis among all such shares at
         the time outstanding.  The Board of Directors may fix a record date for
         the  determination  of  holders  of shares of Class B  Preferred  Stock
         entitled to receive payment of a dividend or

                                      - 2 -

<PAGE>



         distribution declared thereon, which record date shall be not more than
         60 days prior to the date fixed for the payment thereof.

                  (D) In determining  whether a dividend or distribution  (other
         than  upon   voluntary  or  involuntary   liquidation),   by  dividend,
         redemption or other  acquisition  of shares or otherwise,  is permitted
         under the MGCL, as herein defined, amounts that would be needed, if the
         Corporation  were  to be  dissolved  at the  time  of the  dividend  or
         distribution,  to satisfy the  preferential  rights upon dissolution of
         holders  of the  Class B  Preferred  Stock  shall  not be  added to the
         Corporation's total liabilities.

     Section 3. Voting Rights.  The holders of shares of Class B Preferred Stock
shall have the following voting rights:

                  (A) Subject to the provision for  adjustment  hereinafter  set
         forth,  each share of Class B Preferred  Stock shall entitle the holder
         thereof  to  100  votes  on all  matters  submitted  to a  vote  of the
         stockholders of the Corporation.  In the event the Corporation shall at
         any time  declare or pay any  dividend on the Common  Stock  payable in
         shares  of  Common  Stock,  or  effect a  subdivision,  combination  or
         consolidation   of  the   outstanding   shares  of  Common   Stock  (by
         reclassification  or otherwise  than by payment of a dividend in shares
         of Common  Stock)  into a greater or lesser  number of shares of Common
         Stock,  then in each such  case the  number of votes per share to which
         holders of shares of Class B Preferred Stock were entitled  immediately
         prior to such event shall be adjusted by  multiplying  such number by a
         fraction,  the  numerator  of which is the  number  of shares of Common
         Stock  outstanding  immediately after such event and the denominator of
         which is the  number of shares of Common  Stock  that were  outstanding
         immediately prior to such event.

                  (B)  Except  as  otherwise  provided  herein,  or in any other
         Articles  Supplementary  creating  a series of  Preferred  Stock or any
         similar stock, the holders of shares of Class B Preferred Stock and the
         holders of shares of Common  Stock and any other shares of stock of the
         Corporation  having  general  voting  rights shall vote together as one
         class  on all  matters  submitted  to a  vote  of  stockholders  of the
         Corporation.

                  (C) Except as set forth  herein,  or as otherwise  provided by
         law,  holders of Class B Preferred  Stock shall have no special  voting
         rights and their  consent  shall not be required  (except to the extent
         they are  entitled  to vote with  holders of Common  Stock as set forth
         herein) for taking any corporate action.

                  Section 4.        Certain Restrictions.

                  (A)  Whenever  quarterly   dividends  or  other  dividends  or
         distributions  payable on the Class B  Preferred  Stock as  provided in
         Section 2 are in arrears,  thereafter  and until all accrued and unpaid
         dividends  and  distributions,  whether or not  declared,  on shares of
         Class B Preferred Stock  outstanding  shall have been paid in full, the
         Corporation shall not:

                                      - 3 -

<PAGE>



                           (i)  declare  or pay  dividends,  or make  any  other
                  distributions,  on any shares of stock ranking  junior (either
                  as to dividends or upon  liquidation,  dissolution  or winding
                  up) to the Class B Preferred Stock;

                           (ii)  declare  or pay  dividends,  or make any  other
                  distributions,  on any  shares  of stock  ranking  on a parity
                  (either as to dividends or upon  liquidation,  dissolution  or
                  winding up) with the Class B Preferred Stock, except dividends
                  paid  ratably  on the  Class B  Preferred  Stock  and all such
                  parity stock on which  dividends  are payable or in arrears in
                  proportion  to the total  amounts to which the  holders of all
                  such shares are then entitled;

                           (iii)  redeem or  purchase or  otherwise  acquire for
                  consideration shares of any stock ranking junior (either as to
                  dividends or upon  liquidation,  dissolution or winding up) to
                  the Class B Preferred Stock, provided that the Corporation may
                  at any time redeem,  purchase or otherwise  acquire  shares of
                  any such junior  stock in exchange  for shares of any stock of
                  the Corporation  ranking junior (both as to dividends and upon
                  dissolution,  liquidation  or  winding  up)  to  the  Class  B
                  Preferred Stock; or

                           (iv)  redeem or  purchase  or  otherwise  acquire for
                  consideration  any shares of Class B Preferred  Stock,  or any
                  shares of stock ranking on a parity with the Class B Preferred
                  Stock,  except in  accordance  with a  purchase  offer made in
                  writing  or by  publication  (as  determined  by the  Board of
                  Directors)  to all  holders of such  shares upon such terms as
                  the Board of Directors,  after consideration of the respective
                  annual   dividend   rates  and  other   relative   rights  and
                  preferences  of  the  respective  series  and  classes,  shall
                  determine  in good  faith  will  result in fair and  equitable
                  treatment among the respective series or classes.

                  (B) The  Corporation  shall not permit any  subsidiary  of the
         Corporation  to purchase or  otherwise  acquire for  consideration  any
         shares of stock of the Corporation  unless the Corporation could, under
         paragraph  (A) of this Section 4,  purchase or  otherwise  acquire such
         shares at such time and in such manner.

                  Section 5. Reacquired  Shares. Any shares of Class B Preferred
Stock  purchased  or  otherwise  acquired  by  the  Corporation  in  any  manner
whatsoever  shall become  authorized but unissued  shares of Preferred Stock and
may be  reissued  as part of a new  series of  Preferred  Stock  subject  to the
conditions and restrictions on issuance set forth herein, in the charter,  or in
any other  Articles  Supplementary  creating a series of Preferred  Stock or any
similar stock or as otherwise required by law.

                  Section 6.  Liquidation,  Dissolution  or Winding Up. (A) Upon
any  liquidation,  dissolution  or winding up of the  Corporation,  voluntary or
otherwise  no  distribution  shall be made (1) to the holders of shares of stock
ranking  junior  (either as to dividends  or upon  liquidation,  dissolution  or
winding up) to the Class B Preferred Stock unless, prior thereto, the holders of
shares

                                      - 4 -

<PAGE>



of Class B Preferred Stock shall have received an amount per share (the "Class B
Liquidation  Preference")  equal  to $100 per  share,  plus an  amount  equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such  payment,  provided  that the  holders  of shares of Class B
Preferred  Stock  shall be entitled  to receive an  aggregate  amount per share,
subject to the  provision for  adjustment  hereinafter  set forth,  equal to 100
times the aggregate  amount to be distributed  per share to holders of shares of
Common  Stock,  or (2) to the  holders  of shares of stock  ranking  on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Class B  Preferred  Stock,  except  distributions  made  ratably  on the Class B
Preferred  Stock and all such parity stock in proportion to the total amounts to
which the  holders  of all such  shares  are  entitled  upon  such  liquidation,
dissolution  or  winding  up.  In the event  the  Corporation  shall at any time
declare  or pay any  dividend  on the Common  Stock  payable in shares of Common
Stock, or effect a subdivision,  combination or consolidation of the outstanding
shares of Common Stock (by  reclassification  or otherwise  than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of shares of
Common Stock,  then in each such case the  aggregate  amount to which holders of
shares of Class B Preferred Stock were entitled  immediately prior to such event
under the proviso in clause (1) of the preceding  sentence  shall be adjusted by
multiplying  such amount by a fraction  the  numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which  is the  number  of  shares  of  Common  Stock  that  are
outstanding immediately prior to such event.

                  (B) In the  event,  however,  that  there  are not  sufficient
         assets  available to permit  payment in full of the Class B Liquidation
         Preference  and the  liquidation  preferences  of all other classes and
         series of stock of the Corporation,  if any, that rank on a parity with
         the  Class B  Preferred  Stock in  respect  thereof,  then  the  assets
         available for such  distribution  shall be  distributed  ratably to the
         holders of the Class B  Preferred  Stock and the holders of such parity
         shares in proportion to their respective liquidation preferences.

                  (C) Neither  the merger or  consolidation  of the  Corporation
         into or with another corporation nor the merger or consolidation of any
         other  corporation into or with the Corporation shall be deemed to be a
         liquidation,  dissolution or winding up of the  Corporation  within the
         meaning of this Section 6.

                  Section 7. Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation,  merger, combination or other transaction in
which the shares of Common Stock are  exchanged  for or changed into other stock
or securities,  cash and/or any other property, then in any such case each share
of Class B Preferred  Stock  shall at the same time be  similarly  exchanged  or
changed  into an amount  per  share,  subject to the  provision  for  adjustment
hereinafter  set  forth,  equal to 100  times  the  aggregate  amount  of stock,
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event the  Corporation  shall at any time  declare or pay any dividend on
the Common Stock  payable in shares of Common  Stock,  or effect a  subdivision,
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of

                                      - 5 -

<PAGE>



Common  Stock,  then in each such  case the  amount  set forth in the  preceding
sentence  with  respect to the exchange or change of shares of Class B Preferred
Stock shall be adjusted by multiplying such amount by a fraction,  the numerator
of which is the number of shares of Common Stock  outstanding  immediately after
such event and the  denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

     Section 8. No Redemption.  The shares of Class B Preferred  Stock shall not
be redeemable by the Company.

                  Section 9. Rank. The Class B Preferred  Stock shall rank, with
respect  to the  payment  of  dividends  and the  distribution  of  assets  upon
liquidation,  dissolution or winding up, junior to all series of any other class
of the Corporation's  Preferred Stock,  except to the extent that any such other
series  specifically  provides  that it shall rank on a parity with or junior to
the Class B Preferred Stock.

                  Section  10.  Amendment.  At any  time any  shares  of Class B
Preferred Stock are outstanding,  the charter shall not be amended in any manner
which would materially alter or change the powers, preferences or special rights
of the Class B  Preferred  Stock,  as set  forth  herein,  so as to affect  them
adversely  without the affirmative vote of the holders of at least two-thirds of
the outstanding shares of Class B Preferred Stock, voting separately as a single
class.

                  Section 11. Fractional Shares.  Class B Preferred Stock may be
issued in fractions of a share that shall  entitle the holder,  in proportion to
such holder's  fractional shares, to exercise voting rights,  receive dividends,
participate  in  distributions  and to have the  benefit of all other  rights of
holders of Class B Preferred Stock.

Section 12.      Restrictions on Ownership and Transfer to Preserve Tax Benefit.

         (A) Definitions.  For the purposes of this Section 12 of these Articles
Supplementary, the following terms shall have the following meanings:

                           "Aggregate Stock Ownership Limit" shall mean not more
                  than  9.8% (in  value)  of the  aggregate  of the  outstanding
                  shares of Capital Stock. The number and value of shares of the
                  outstanding   capital   shares  of  Capital   Stock  shall  be
                  determined  by the Board of  Directors of the  Corporation  in
                  good faith,  which  determination  shall be conclusive for all
                  purposes hereof.

                           "Beneficial  Ownership" shall mean ownership of Class
                  B Preferred Stock by a Person (whether the interest in Class B
                  Preferred Stock is held directly or indirectly, including by a
                  nominee)  who is or would be treated as an owner of such Class
                  B Preferred  Stock either actually or  constructively  through
                  the  application  of Section  544 of the Code,  as modified by
                  Section  856(h)(1)(B)  of  the  Code.  The  terms  "Beneficial
                  Owner,"  "Beneficially  Owns" and  "Beneficially  Owned" shall
                  have

                                      - 6 -

<PAGE>



                  the correlative meanings.

                           "Capital  Stock"  shall mean all classes or series of
                  stock  of  the  Corporation,  including,  without  limitation,
                  Common Stock, Preferred Stock, Series A Preferred Stock and
                  Class B Preferred Stock.

                           "Charitable  Beneficiary"  shall  mean  one  or  more
                  beneficiaries  of a Trust,  as determined  pursuant to Section
                  12(C)(6) of these Articles Supplementary.

                                    "Code" shall mean the Internal  Revenue Code
                  of  1986,  as  amended  from  time to time,  or any  successor
                  statute.

                                    "Constructive    Ownership"    shall    mean
                  ownership of Class B Preferred  Stock by a Person (whether the
                  interest  in  Class B  Preferred  Stock  is held  directly  or
                  indirectly, including by a nominee) who is or would be treated
                  as an owner of such Class B Preferred Stock either actually or
                  constructively  through the  application  of Section 318(a) of
                  the Code,  as modified by Section  856(d)(5) of the Code.  The
                  terms   "Constructive   Owner,"   "Constructively   Owns"  and
                  "Constructively Owned" shall have the correlative meanings.

                         "IRS" means the United States Internal Revenue Service.

                           "Market Price" shall mean the last sales price of the
                  Class  B  Preferred  Stock  reported  on the  New  York  Stock
                  Exchange on the trading day immediately preceding the relevant
                  date, or if the Class B Preferred  Stock is not then traded on
                  the New York Stock Exchange,  the last reported sales price of
                  the Class B Preferred  Stock on the  trading  day  immediately
                  preceding  the  relevant  date as reported on any  exchange or
                  quotation system over which the Class B Preferred Stock may be
                  traded,  or if the Class B Preferred  Stock is not then traded
                  over any  exchange or quotation  system,  then the fair market
                  value of the Class B Preferred  Stock on the relevant  date as
                  determined  in good  faith by the  Board of  Directors  of the
                  Corporation.

                           "MGCL"  shall mean the Maryland  General  Corporation
                  Law, as amended from time to time,  and any successor  statute
                  hereafter enacted.

                           "Class B Ownership  Limit"  shall mean 9.8% (by value
                  or by number of shares,  whichever is more restrictive) of the
                  outstanding   shares  of  Class  B  Preferred   Stock  of  the
                  Corporation. The number and value of shares of the outstanding
                  capital shares of Class B Preferred  Stock shall be determined
                  by the Board of  Directors of the  Corporation  in good faith,
                  which  determination  shall  be  conclusive  for all  purposes
                  hereof.


                                      - 7 -

<PAGE>



                           "Person"  shall  mean  an  individual,   corporation,
                  partnership,   limited  liability   company,   estate,   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, association, private foundation
                  within the meaning of Section 509(a) of the Code,  joint stock
                  company or other entity;  but does not include an  underwriter
                  acting in a capacity as such in a public offering of shares of
                  Class B Preferred  Stock  provided  that the ownership of such
                  shares of Class B Preferred  Stock by such  underwriter  would
                  not result in the Corporation  being "closely held" within the
                  meaning of Section 856(h) of the Code, or otherwise  result in
                  the Corporation failing to qualify as a REIT.

                           "Purported  Beneficial  Transferee"  shall mean, with
                  respect  to any  purported  Transfer  (or other  event)  which
                  results  in a  transfer  to a Trust,  as  provided  in Section
                  12(B)(2) of these Articles Supplementary, the Person who would
                  have acquired or owned the beneficial  interest in such shares
                  of Class B Preferred Stock if the purported  Transfer had been
                  valid under Section 12(B)(1) of the Articles Supplementary.

                           "Purported   Record   Transferee"  shall  mean,  with
                  respect  to any  purported  Transfer  (or other  event)  which
                  results  in a  transfer  to a Trust,  as  provided  in Section
                  12(B)(2) of these Articles Supplementary, the Person who would
                  have been the record holder of the shares of Class B Preferred
                  Stock if such Transfer had been valid under  Section  12(B)(1)
                  of these Articles Supplementary.

                           "REIT"  shall  mean a real  estate  investment  trust
                  under Sections 856 through 860 of the Code,  and, for purposes
                  of  taxation  of  the  Company  under  applicable  state  law,
                  analogous provisions of the law of such state.

                           "Restriction  Termination  Date" shall mean the first
                  day after the date hereof on which the Board of  Directors  of
                  the  Corporation  determines  that it is no longer in the best
                  interests  of the  Corporation  to attempt to, or continue to,
                  qualify as a REIT.

                           "Transfer"  shall  mean  any  sale,  transfer,  gift,
                  assignment,  devise or other  disposition of Class B Preferred
                  Stock,  including  (i) the  granting of any option or entering
                  into any agreement for the sale, transfer or other disposition
                  of  Class B  Preferred  Stock  or  (ii)  the  sale,  transfer,
                  assignment or other  disposition  of any  securities or rights
                  convertible  into or exchangeable for Class B Preferred Stock,
                  whether  voluntary or  involuntary,  whether such transfer has
                  occurred  of  record  or   beneficially   or  Beneficially  or
                  Constructively  (including  but not  limited to  transfers  of
                  interests  in  other  entities  which  result  in  changes  in
                  Beneficial  or  Constructive  Ownership  of Class B  Preferred
                  Stock), and whether such transfer has occurred by operation of
                  law or otherwise.


                                      - 8 -

<PAGE>



                           "Trust" shall mean each of the trusts provided for in
                  Section 12(C) of these Articles Supplementary.

                           "Trustee"  shall mean any Person,  unaffiliated  with
                  the  Corporation,  a  Purported  Beneficial  Transferee,  or a
                  Purported  Record   Transferee,   that  is  appointed  by  the
                  Corporation to serve as trustee of a Trust.

         (B) Restriction on Ownership and Transfers.

                  (1)      Prior to the Restriction Termination Date:

(a)  except as provided in Section 12(I) of these terms of the Class B Preferred
     Stock, no Person shall  Beneficially  Own shares of Class B Preferred Stock
     in excess of the Class B Ownership Limit;

(b)  except as provided in Section 12(I) of these terms of the Class B Preferred
     Stock,  no Person  shall  Constructively  Own  shares of Class B  Preferred
     Stock, in excess of the Class B Ownership Limit;

(c)  except as provided in Section 12(I) of these terms of the Class B Preferred
     Stock, no Person shall Beneficially or Constructively Own shares of Class B
     Preferred Stock,  Series A Preferred Stock or Common Stock in excess of the
     Aggregate Stock Ownership Limit;

(d)  no Person shall  Beneficially Own or  Constructively  Own shares of Class B
     Preferred  Stock which,  taking into account any other Capital Stock of the
     Corporation  Beneficially  Owned or  Constructively  Owned by such  Person,
     would result in the Corporation  being "closely held" within the meaning of
     Section  856(h)  of the Code  (without  regard  to  whether  the  ownership
     interest  is held  during the last half of a taxable  year),  or  otherwise
     failing to qualify as a REIT  (including  but not limited to ownership that
     would result in the  Corporation  owning  (actually or  Constructively)  an
     interest in a tenant that is described in Section  856(d)(2)(B) of the Code
     if the income  derived by the  Corporation  (either  directly or indirectly
     through  one or  more  partnerships)  from  such  tenant  would  cause  the
     Corporation  to fail to satisfy  any of the gross  income  requirements  of
     Section 856(c) of the Code) or analogous provisions of state law.

                  (2)  If,  prior  to  the  Restriction  Termination  Date,  any
Transfer  (whether or not such Transfer is the result of a  transaction  entered
into through the  facilities of the New York Stock  Exchange  ("NYSE")) or other
event occurs that, if effective,  would result in any Person Beneficially Owning
or  Constructively  Owning  shares of Class B Preferred  Stock in  violation  of
Section  12(B)(1) of these terms of the Class B Preferred  Stock,  (1) then that
number of shares of Class B  Preferred  Stock that  otherwise  would  cause such
Person to violate Section 12(B)(1) of these Articles  Supplementary  (rounded up
to the nearest whole share) shall be  automatically  transferred  to a Trust for
the  benefit  of a  Charitable  Beneficiary,  as  described  in  Section  12(C),
effective as of the close

                                      - 9 -

<PAGE>



of  business  on the  business  day prior to the date of such  Transfer or other
event, and such Person shall thereafter have no rights in such shares or (2) if,
for any  reason,  the  transfer  to the Trust  described  in clause  (1) of this
sentence  is not  automatically  effective  as  provided  therein to prevent any
Person  from  Beneficially  Owning or  Constructively  Owning  shares of Class B
Preferred  Stock in violation of Section  12(B)(1) of these terms of the Class B
Preferred Stock, then the Transfer of that number of shares of Class B Preferred
Stock that otherwise would cause any Person to violate Section 12(b)(1) shall be
void ab initio, and such Person shall have no rights in such shares.

                  (3)  Notwithstanding  any other provisions  contained  herein,
prior to the  Restriction  Termination  Date,  any Transfer of Class B Preferred
Stock (whether or not such Transfer is the result of a transaction  entered into
through the  facilities  of the NYSE) that,  if  effective,  would result in the
capital  stock of the  Corporation  being  beneficially  owned by less  than 100
Persons (determined without reference to any rules of attribution) shall be void
ab initio,  and the intended  transferee shall acquire no rights in such Class B
Preferred Stock.

         (C) Transfers of Class B Preferred Stock in Trust.

                  (1) Upon any  purported  Transfer or other event  described in
Section 12(B)(2) of these terms of the Class B Preferred Stock, then that number
of shares of Class B Preferred  Stock that otherwise  would cause a violation of
Section 12(B)(1) (rounded up to the nearest whole share) shall be deemed to have
been  automatically  transferred  to the Trustee in his capacity as trustee of a
Trust for the exclusive  benefit of one or more Charitable  Beneficiaries.  Such
transfer  to the  Trustee  shall be  deemed to be  effective  as of the close of
business on the business day prior to the purported Transfer or other event that
results in a transfer  to the Trust  pursuant to Section  12(B)(2).  The Trustee
shall be appointed by the  Corporation and shall be a Person  unaffiliated  with
the Corporation,  any Purported Beneficial  Transferee,  or any Purported Record
Transferee.  Each Charitable  Beneficiary shall be designated by the Corporation
as provided in Section 12(C)(6) of these terms of the Class B Preferred Stock.

                  (2)  Class B  Preferred  Stock  held by the  Trustee  shall be
issued and outstanding Class B Preferred Stock of the Corporation. The Purported
Beneficial Transferee or Purported Record Transferee shall have no rights in the
shares of Class B Preferred Stock held by the Trustee.  The Purported Beneficial
Transferee or Purported Record  Transferee shall not benefit  economically  from
ownership  of any shares held in trust by the  Trustee,  shall have no rights to
dividends and shall not possess any rights to vote or other rights  attributable
to the shares of Class B Preferred Stock held in the Trust.

                  (3) The  Trustee  shall have all  voting  rights and rights to
dividends  with  respect to Class B  Preferred  Stock  held in the Trust,  which
rights  shall  be  exercised  for  the  exclusive   benefit  of  the  Charitable
Beneficiary.  Any dividend or  distribution  paid prior to the  discovery by the
Corporation  that shares of Class B Preferred Stock have been transferred to the
Trustee shall be paid by the recipient  thereof to the Trustee upon demand,  and
any dividend or  distribution  declared but unpaid shall be paid when due to the
Trustee with respect to such Class B Preferred Stock. Any

                                     - 10 -

<PAGE>




dividends or  distributions  so paid over to the Trustee  shall be held in trust
for the Charitable  Beneficiary.  The Purported Record  Transferee and Purported
Beneficial  Transferee  shall have no voting  rights with respect to the Class B
Preferred Stock held in the Trust and, subject to Maryland law,  effective as of
the date the Class B Preferred  Stock has been  transferred to the Trustee,  the
Trustee  shall have the  authority (at the  Trustee's  sole  discretion)  (i) to
rescind as void any vote cast by a Purported  Record  Transferee with respect to
such Class B Preferred Stock prior to the discovery by the Corporation  that the
Class B Preferred  Stock has been  transferred to the Trustee and (ii) to recast
such vote in accordance  with the desires of the Trustee  acting for the benefit
of the Charitable  Beneficiary;  provided,  however, that if the Corporation has
already taken irreversible corporate action, then the Trustee shall not have the
authority to rescind and recast such vote.  Notwithstanding  any other provision
of these  terms  of the  Class B  Preferred  Stock to the  contrary,  until  the
Corporation has received  notification that the Class B Preferred Stock has been
transferred into a Trust, the Corporation shall be entitled to rely on its share
transfer  and other  stockholder  records  for  purposes of  preparing  lists of
stockholders  entitled  to  vote  at  meetings,  determining  the  validity  and
authority of proxies and otherwise conducting votes of stockholders.

                  (4) Within 20 days of  receiving  notice from the  Corporation
that shares of Class B Preferred Stock have been  transferred to the Trust,  the
Trustee of the Trust  shall sell the shares of Class B  Preferred  Stock held in
the Trust to a Person,  designated by the Trustee, whose ownership of the shares
of Class B Preferred Stock will not violate the ownership  limitations set forth
in Section 12(B)(1).  Upon such sale, the interest of the Charitable Beneficiary
in the shares of Class B Preferred  Stock sold shall  terminate  and the Trustee
shall distribute the net proceeds of the sale to the Purported Record Transferee
and to the  Charitable  Beneficiary  as provided in this Section  12(C)(4).  The
Purported  Record  Transferee  shall receive the lesser of (1) the price paid by
the Purported Record Transferee or the Purported  Beneficial  Transferee for the
shares of Class B  Preferred  Stock in the  transaction  that  resulted  in such
transfer  to the Trust or, to the  extent  that  neither  the  Purported  Record
Transferee  nor the  Purported  Beneficial  Transferee  gave fair value for such
shares of Class B Preferred  Stock,  the Market  Price of such shares of Class B
Preferred  Stock on the day of the event which  resulted in the  transfer of the
shares  of Class B  Preferred  Stock to the  Trust  and (2) the  price per share
received by the Trustee (net of any commissions and other expenses of sale) from
the sale or other  disposition of the shares of Class B Preferred  Stock held in
the  Trust.  Any net  sales  proceeds  in excess of the  amount  payable  to the
Purported  Record  Transferee  shall  be  immediately  paid  to  the  Charitable
Beneficiary  together with any  dividends or other  distributions  thereon.  If,
prior to the discovery by the Corporation  that shares of such Class B Preferred
Stock have been  transferred  to the  Trustee,  such shares of Class B Preferred
Stock are sold by a Purported Record  Transferee then (i) such shares of Class B
Preferred  Stock  shall be  deemed  to have been sold on behalf of the Trust and
(ii) to the  extent  that  the  Purported  Record  Transferee  or the  Purported
Beneficial  Transferee  received  an amount for such shares of Class B Preferred
Stock that  exceeds  the amount that such  Purported  Record  Transferee  or the
Purported Beneficial Transferee was entitled to receive pursuant to this Section
12(C)(4), such excess shall be paid to the Trustee upon demand.


                                     - 11 -

<PAGE>



                  (5) Class B Preferred  Stock  transferred to the Trustee shall
be deemed to have been offered for sale to the Corporation,  or its designee, at
a price per share  equal to the  lesser of (i) the price  paid by the  Purported
Record Transferee or the Purported Beneficial Transferee for the shares of Class
B Preferred Stock in the transaction that resulted in such transfer to the Trust
or, if neither the  Purported  Record  Transferee  or the  Purported  Beneficial
Transferee  gave value for the Market  Price of such shares of Class B Preferred
Stock on the day of the event which  resulted in the  transfer of such shares of
Class B Preferred Stock to the Trust,  and (ii) the Market Price on the date the
Corporation, or its designee, accepts such offer. The Corporation shall have the
right to accept  such  offer  until the  Trustee  has sold the shares of Class B
Preferred Stock held in the Trust pursuant to Section 12(C)(4). Upon such a sale
to the Corporation,  the interest of the Charitable Beneficiary in the shares of
Class B Preferred  Stock sold shall  terminate and the Trustee shall  distribute
the  net  proceeds  of the  sale  to the  Purported  Record  Transferee  and any
dividends or other  distributions held by the Trustee with respect to such Class
B Preferred Stock shall thereupon be paid to the Charitable Beneficiary.

                  (6) By written notice to the Trustee,  the  Corporation  shall
designate one or more nonprofit  organizations to be the Charitable  Beneficiary
of the  interest in the Trust such that (i) the Class B Preferred  Stock held in
the Trust would not violate the  restrictions  set forth in Section  12(B)(1) in
the hands of such Charitable Beneficiary and (ii) each Charitable Beneficiary is
an organization  described in Sections  170(b)(1)(A),  170(c)(2) or 501(c)(3) of
the Code.

         (D)  Remedies  For  Breach.  If the Board of  Directors  or a committee
thereof  (or other  designees  if  permitted  under the MGCL)  shall at any time
determine  in good  faith  that a  Transfer  or other  event has taken  place in
violation of Section 12(B) of these terms of the Class B Preferred Stock or that
a Person intends to acquire,  has attempted to acquire or may acquire beneficial
ownership (determined without reference to any rules of attribution), Beneficial
Ownership or Constructive  Ownership of any shares of Class B Preferred Stock of
the  Corporation  in  violation  of Section  12(B) of these terms of the Class B
Preferred  Stock,  the  Board of  Directors  or a  committee  thereof  (or other
designees  if  permitted  under the  MGCL)  shall  take such  action as it deems
advisable to refuse to give effect or to prevent such Transfer,  including,  but
not limited to,  causing the  Corporation  to redeem shares of Class B Preferred
Stock,  refusing to give effect to such Transfer on the books of the Corporation
or instituting proceedings to enjoin such Transfer;  provided, however, that any
Transfers  (or,  in the case of  events  other  than a  Transfer,  ownership  or
Constructive Ownership or Beneficial Ownership) in violation of Section 12(B)(1)
of these terms of the Class B Preferred Stock, shall automatically result in the
transfer  to a Trust as  described  in  Section  12(B)(2)  and any  Transfer  in
violation of Section 12(B)(3) shall automatically be void ab initio irrespective
of any action (or non-action) by the Board of Directors.

         (E) Notice of Restricted Transfer.  Any Person who acquires or attempts
to acquire  shares of Class B Preferred  Stock in violation of Section  12(B) of
these  terms of the Class B  Preferred  Stock,  or any Person who is a Purported
Beneficial  Transferee  or Purported  Record  Transferee  such that an automatic
transfer to a Trust results under Section 12(B)(2) of these terms of the Class B
Preferred  Stock,  shall  immediately  give written notice to the Corporation of
such event and shall

                                     - 12 -

<PAGE>



provide to the Corporation such other information as the Corporation may request
in order to determine the effect, if any, of such Transfer or attempted Transfer
on the Corporation's status as a REIT.

         (F) Owners  Required To Provide  Information.  Prior to the Restriction
Termination  Date each Person who is a beneficial  owner or Beneficial  Owner or
Constructive  Owner of Class B Preferred  Stock and each Person  (including  the
shareholder  of record) who is holding Class B Preferred  Stock for a beneficial
owner or Beneficial Owner or Constructive Owner shall provide to the Corporation
such  information  that the Corporation may request,  in good faith, in order to
determine the Corporation's status as a REIT.

         (G) Remedies Not Limited. Nothing contained in these terms of the Class
B Preferred  Stock (but  subject to Section  12(M) of these terms of the Class B
Preferred  Stock)  shall limit the  authority  of the Board of Directors to take
such other action as it deems  necessary or advisable to protect the Corporation
and the  interests of its  shareholders  by  preservation  of the  Corporation's
status as a REIT.

         (H) Ambiguity. In the case of an ambiguity in the application of any of
the provisions of this Section 12 of these terms of the Class B Preferred Stock,
including  any  definition  contained in Section  12(A),  the Board of Directors
shall have the power to determine  the  application  of the  provisions  of this
Section  12 with  respect  to any  situation  based  on the  facts  known  to it
(subject,  however,  to the  provisions  of Section  12(M) of these terms of the
Class B  Preferred  Stock).  In the event  Section 12  requires an action by the
Board of  Directors  and these  terms of the  Class B  Preferred  Stock  fail to
provide  specific  guidance with respect to such action,  the Board of Directors
shall have the power to determine  the action to be taken so long as such action
is not  contrary  to the  provisions  of Section  12.  Absent a decision  to the
contrary  by the Board of  Directors  (which  the Board may make in its sole and
absolute discretion),  if a Person would have (but for the remedies set forth in
Section  12(B))  acquired  Beneficial  or  Constructive  Ownership  of  Class  B
Preferred Stock in violation of Section 12(B)(1),  such remedies (as applicable)
shall apply first to the shares of Class B Preferred  Stock which,  but for such
remedies, would have been actually owned by such Person, and second to shares of
Class  B  Preferred  Stock  which,  but  for  such  remedies,  would  have  been
Beneficially  Owned or  Constructively  Owned (but not  actually  owned) by such
Person,  pro rata among the  Persons  who  actually  own such  shares of Class B
Preferred  Stock  based  upon  the  relative  number  of the  shares  of Class B
Preferred Stock held by each such Person.

         (I)      Exceptions.

                  (1) Subject to Section 12(B)(1)(d), the Board of Directors, in
its  sole  discretion,  may  exempt a Person  from  the  limitation  on a Person
Beneficially  Owning Class B Preferred  Stock in excess of the Class B Ownership
Limit or in  excess  of the  Aggregate  Stock  Ownership  Limit if the  Board of
Directors obtains such  representations and undertakings from such Person as are
reasonably  necessary to ascertain that no individual's  Beneficial Ownership or
Constructive  Ownership of such Class B Preferred Stock will violate the Class B
Ownership Limit or the

                                     - 13 -

<PAGE>



Aggregate Stock Ownership  Limit, as the case may be, or that any such violation
will not cause the  Corporation to fail to qualify as a REIT under the Code, and
agrees that any  violation  of such  representations  or  undertaking  (or other
action which is contrary to the restrictions contained in Section 12(B) of these
terms of the Class B Preferred Stock) or attempted violation will result in such
Class B Preferred Stock being  transferred to a Trust in accordance with Section
12(B)(2) of these terms of the Class B Preferred Stock.

                  (2) Subject to Section 12(B)(1)(d), the Board of Directors, in
its  sole  discretion,  may  exempt a Person  from  the  limitation  on a Person
Constructively Owning Class B Preferred Stock in excess of the Class B Ownership
Limit  or the  Aggregate  Stock  Ownership  Limit  if such  Person  does not and
represents that it will not own,  actually or  Constructively,  an interest in a
tenant of the  Corporation  (or a tenant of any entity owned in whole or in part
by the  Corporation)  that  would  cause the  Corporation  to own,  actually  or
Constructively  more than a 9.8% interest (as set forth in Section  856(d)(2)(B)
of the Code) in such tenant and the Corporation obtains such representations and
undertakings from such Person as are reasonably necessary to ascertain this fact
and agrees that any violation or attempted violation will result in such Class B
Preferred Stock being transferred to a Trust in accordance with Section 12(B)(2)
of these terms of the Class B Preferred  Stock.  Notwithstanding  the foregoing,
the  inability of a Person to make the  certification  described in this Section
12(I)(2) shall not prevent the Board of Directors, in its sole discretion,  from
exempting  such Person from the  limitation  on a Person  Constructively  Owning
Class B Preferred Stock in excess of the Class B Ownership Limit if the Board of
Directors  determines that the resulting  application of Section 856(d)(2)(B) of
the Code would affect the characterization of less than 0.5% of the gross income
(as such term is used in Section 856(c)(2) of the Code and analogous  provisions
of applicable  state law) of the  Corporation in any taxable year,  after taking
into  account  the effect of this  sentence  with  respect to all other  Class B
Preferred Stock to which this sentence applies.

                  (3) Prior to  granting  any  exception  pursuant  to  Sections
12(I)(1)  or (2) of these  terms of the Class B  Preferred  Stock,  the Board of
Directors may require a ruling from the Internal Revenue Service,  or an opinion
of counsel,  in either case in form and substance  satisfactory  to the Board of
Directors in its sole discretion, as it may deem necessary or advisable in order
to determine or ensure the Corporation's status as a REIT.

         (J) Preemptive  Rights.  No holder of shares of Class B Preferred Stock
shall have any preemptive or preferential  right to subscribe or to purchase any
additional  shares of any class,  or any bonds or convertible  securities of any
nature.

         (K) Legend.  Each  certificate  for Class B Preferred  Stock shall bear
substantially the following legends:

                                     - 14 -

<PAGE>



Class of Stock

         "THE  CORPORATION  IS AUTHORIZED TO ISSUE STOCK OF MORE THAN ONE CLASS,
         CONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED  STOCK.
         THE BOARD OF DIRECTORS IS  AUTHORIZED  TO  DETERMINE  THE  PREFERENCES,
         LIMITATIONS  AND RELATIVE  RIGHTS OF ANY CLASS OF THE  PREFERRED  STOCK
         BEFORE THE  ISSUANCE OF SHARES OF SUCH CLASS OF  PREFERRED  STOCK.  THE
         CORPORATION  WILL  FURNISH TO ANY  STOCKHOLDER,  ON REQUEST AND WITHOUT
         CHARGE,  A  FULL  STATEMENT  OF THE  INFORMATION  REQUIRED  BY  SECTION
         2-211(B) OF THE MARYLAND  GENERAL  CORPORATION  LAW WITH RESPECT TO THE
         DESIGNATIONS AND ANY PREFERENCES,  CONVERSION AND OTHER RIGHTS,  VOTING
         POWERS,   RESTRICTIONS,   LIMITATIONS   AS  TO   DIVIDENDS   AND  OTHER
         DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF
         THE STOCK OF EACH CLASS  WHICH THE  CORPORATION  HAS THE  AUTHORITY  TO
         ISSUE AND, IF THE  CORPORATION  IS AUTHORIZED TO ISSUE ANY PREFERRED OR
         SPECIAL SERIES AND SERIES,  (I) THE  DIFFERENCES IN THE RELATIVE RIGHTS
         AND  PREFERENCES  BETWEEN  THE  SHARES  OF EACH  CLASS OR SERIES TO THE
         EXTENT SET,  AND (II) THE  AUTHORITY  OF THE BOARD OF  DIRECTORS TO SET
         SUCH  RIGHTS AND  PREFERENCES  OF  SUBSEQUENT  CLASSES  OR SERIES.  THE
         FOREGOING SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO AND
         QUALIFIED   IN  ITS  ENTIRETY  BY  REFERENCE  TO  THE  CHARTER  OF  THE
         CORPORATION  (THE  "CHARTER"),  A COPY OF  WHICH  WILL BE SENT  WITHOUT
         CHARGE TO EACH  STOCKHOLDER WHO SO REQUESTS.  REQUESTS FOR SUCH WRITTEN
         STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE  CORPORATION,  AT THE
         CORPORATION'S PRINCIPAL OFFICE.

Restriction on Ownership and Transfer

         THE SHARES OF CLASS B PREFERRED STOCK  REPRESENTED BY THIS  CERTIFICATE
         ARE SUBJECT TO  RESTRICTIONS ON BENEFICIAL AND  CONSTRUCTIVE  OWNERSHIP
         AND TRANSFER FOR THE PURPOSE OF THE  CORPORATION'S  MAINTENANCE  OF ITS
         STATUS AS A REAL ESTATE  INVESTMENT  TRUST UNDER THE  INTERNAL  REVENUE
         CODE OF 1986,  AS AMENDED  (THE  "CODE").  SUBJECT  TO CERTAIN  FURTHER
         RESTRICTIONS   AND  EXCEPT  AS  EXPRESSLY   PROVIDED  IN  THE  ARTICLES
         SUPPLEMENTARY  FOR THE  CLASS B  PREFERRED  STOCK,  (I) NO  PERSON  MAY
         BENEFICIALLY OWN SHARES OF THE CORPORATION'S CLASS B PREFERRED STOCK IN
         EXCESS  OF 9.8% (BY VALUE OR BY NUMBER  OF  SHARES,  WHICHEVER  IS MORE
         RESTRICTIVE) OF THE

                                     - 15 -

<PAGE>



         OUTSTANDING CLASS B PREFERRED STOCK OF THE CORPORATION;  (II) NO PERSON
         MAY  CONSTRUCTIVELY  OWN SHARES OF THE CORPORATION'S  CLASS B PREFERRED
         STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES,  WHICHEVER IS
         MORE  RESTRICTIVE)  OF THE  OUTSTANDING  CLASS B PREFERRED STOCK OF THE
         CORPORATION;  (III) NO PERSON MAY  BENEFICIALLY OR  CONSTRUCTIVELY  OWN
         SHARES OF CAPITAL STOCK OF THE CORPORATION WHICH HAS AN AGGREGATE VALUE
         IN  EXCESS  OF 9.8% OF THE  VALUE OF THE  TOTAL  OUTSTANDING  SHARES OF
         CAPITAL STOCK OF THE  CORPORATION;  (IV) NO PERSON MAY  BENEFICIALLY OR
         CONSTRUCTIVELY  OWN CLASS B  PREFERRED  STOCK THAT WOULD  RESULT IN THE
         CORPORATION  BEING  "CLOSELY  HELD" UNDER SECTION 856(H) OF THE CODE OR
         OTHERWISE  CAUSE THE  CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (V)
         NO PERSON MAY TRANSFER  CLASS B PREFERRED  STOCK IF SUCH TRANSFER WOULD
         RESULT IN THE  CAPITAL  STOCK OF THE  CORPORATION  BEING OWNED BY FEWER
         THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR
         ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY  OWN CLASS B PREFERRED STOCK
         WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY  OR  CONSTRUCTIVELY
         OWN CLASS B  PREFERRED  STOCK IN EXCESS OF THE ABOVE  LIMITATIONS  MUST
         IMMEDIATELY  NOTIFY  THE  CORPORATION.  IF ANY OF THE  RESTRICTIONS  ON
         TRANSFER  OR  OWNERSHIP  ARE  VIOLATED,  THE  CLASS B  PREFERRED  STOCK
         REPRESENTED HEREBY WILL BE AUTOMATICALLY  TRANSFERRED TO THE TRUSTEE OF
         A TRUST FOR THE  BENEFIT OF ONE OR MORE  CHARITABLE  BENEFICIARIES.  IN
         ADDITION,  THE  CORPORATION  MAY  REDEEM  SHARES  UPON  THE  TERMS  AND
         CONDITIONS  SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE  DISCRETION
         IF THE BOARD OF DIRECTORS  DETERMINES  THAT  OWNERSHIP OR A TRANSFER OR
         OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE.  FURTHERMORE,
         UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION
         OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN
         THIS  LEGEND  DEFINED  IN THE  ARTICLES  SUPPLEMENTARY  FOR THE CLASS B
         PREFERRED  STOCK,  AS THE SAME MAY BE AMENDED FROM TIME TO TIME,  SHALL
         HAVE THE MEANINGS  ASCRIBED TO THEM IN SUCH ARTICLES  SUPPLEMENTARY,  A
         COPY OF WHICH,  INCLUDING THE  RESTRICTIONS  ON TRANSFER AND OWNERSHIP,
         WILL BE FURNISHED TO EACH HOLDER OF CLASS B PREFERRED  STOCK ON REQUEST
         AND  WITHOUT  CHARGE.  REQUESTS  FOR SUCH A COPY MAY BE DIRECTED TO THE
         SECRETARY OF THE CORPORATION, AT THE CORPORATION'S PRINCIPAL OFFICE."

                                     - 16 -

<PAGE>



         Instead of the foregoing  legend,  the share certificate may state that
the  Corporation  will furnish a full statement  about certain  restrictions  on
transferability to a stockholder on request and without charge.

         (L)  Severability.   If  any  provision  of  this  Section  12  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.

         (M) NYSE.  Nothing in this Section 12 shall  preclude the settlement of
any  transaction  entered into through the facilities of the NYSE. The fact that
the settlement of any transaction is so permitted shall not negate the effect of
any other  provision of this Section 12 and any transferee in such a transaction
shall be subject to all the provisions and limitations of this Section 12.

         (N)  Applicability of Section 12. The provisions set forth herein under
Section  12 shall  apply to the  Class B  Preferred  Stock  notwithstanding  any
contrary  provisions  of the Class B Preferred  Stock  provided for elsewhere in
these terms of the Class B Preferred Stock.

     SECOND:  The Shares have been  classified  and  designated  by the Board of
Directors under the authority contained in the Charter.

     THIRD:  These  Articles  Supplementary  have been  approved by the Board of
Directors in the manner and by the vote required by law.

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

                                     - 17 -

<PAGE>

     IN WITNESS WHEREOF,  these Articles Supplementary are executed on behalf of
the Corporation by its Chairman of the Board this 23rd day of October, 1998.


                       FIRST WASHINGTON REALTY TRUST, INC.
                                             a Maryland corporation


                                                        /s/
                       By:_________________________ (SEAL)
                                                Chairman of the Board

Attest:


/s/
----------------------------
Secretary











                                     - 18 -
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