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

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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.



                  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.


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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.
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.


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                  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  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.


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                  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,  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.

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                  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.

                  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.


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                  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 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,

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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.

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

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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 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

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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.

                  (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

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<PAGE>



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.

                  (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"):


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<TABLE>
<S>                                                             <C>
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
</TABLE>

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.

                  (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

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<PAGE>



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 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).

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<PAGE>



                  (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 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

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<PAGE>



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 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

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<PAGE>



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).

                  (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).


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<PAGE>



                  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.

                  (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

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<PAGE>



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
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

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<PAGE>



         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 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)

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<PAGE>



         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  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

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<PAGE>



         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 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


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                                                      - 21 -

<PAGE>



                           (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
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

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<PAGE>



         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 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)

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<PAGE>



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.

                  (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.


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                  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  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.


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                  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
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

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         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  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.


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                  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.

                  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.


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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.

                  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

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         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
         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

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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 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

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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.

                  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

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(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 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.

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                  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.


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                  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.


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                  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:

                                            William J. Wolfe
                                            Stuart D. Halpert

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                                            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
its provisions shall

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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.


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                                   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.









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


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