AGREEMENT AND PLAN OF MERGER



               THIS AGREEMENT AND PLAN OF MERGER, dated as of December 22, 1998
(this "Agreement"), is between Main Place Real Estate Investment Trust, a
Maryland real estate investment trust (the "Trust"), and Main Place Funding,
LLC, a Delaware limited liability company (the "Company").


                              W I T N E S S E T H:


               WHEREAS, the Company desires to acquire the properties and other
assets, and to assume all of the liabilities and obligations, of the Trust by
means of a merger of the Trust with and into the Company;


               WHEREAS, Section 18-209 of the Delaware Limited Liability Company
Act, 6 Del. C. ss.ss. 18-101 et seq. (the "Delaware Act"), and Section 8-501.1
of the Corporations and Associations Article of the Annotated Code of the Public
General Laws of Maryland (the "Maryland Act"), authorize the merger of a
Maryland real estate investment trust with and into a Delaware limited liability
company;


               WHEREAS, the Trust and the Company now desire to merge the Trust
with and into the Company (the "Merger"), following which the Company shall be
the surviving entity;


               WHEREAS, the Board of Trustees of the Trust has approved this
Agreement and the Merger, and the sole shareholder of the Trust entitled to vote
on the Merger has approved of the Merger; and


               WHEREAS, the member of the Company holding 99% of the Company's
membership interests has approved this Agreement and the Merger.


               NOW THEREFORE, the parties hereto hereby agree as follows:


                                    ARTICLE I

                                   THE MERGER

               SECTION 1.01.  THE MERGER.

               (a) After satisfaction or, to the extent permitted hereunder,
waiver of all conditions to the Merger, as the Trust and the Company shall
determine, the Company, which shall be the surviving entity, shall file a
certificate of merger (the "Certificate of Merger")

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with the Secretary of State of the State of Delaware and make all other filings
or recordings required by the Delaware Act and the Maryland Act in connection
with the Merger. The Merger shall become effective in accordance with applicable
law (the "Effective Time").

               (b) At the Effective Time, the Trust shall be merged with and
into the Company, whereupon the separate existence of the Trust shall cease, and
the Company shall be the surviving entity of the Merger (the "Survivor") in
accordance with Section 18-209 of the Delaware Act and Section 8-501.1 of the
Maryland Act.

               SECTION 1.02 CANCELLATION OF STOCK; CONVERSION OF INTERESTS. At
the Effective Time:

               (a) Each issued and outstanding Class A Trust Share of the Trust
owned by the Company shall be canceled and cease to exist;

               (b) Each issued and outstanding Class B Trust Share of the Trust
will be converted into the right to receive $10,800 in cash; and

               (c) Each limited liability company interest in the Company
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action on the part of the Company or the holder thereof,
remain unchanged and continue to remain outstanding as a limited liability
company interest in the Survivor.


                                   ARTICLE II

                     THE SURVIVING LIMITED LIABILITY COMPANY

               SECTION 2.01. CERTIFICATE OF FORMATION AND LIMITED LIABILITY
COMPANY AGREEMENT. The certificate of formation and limited liability company
agreement of the Company in effect immediately prior to the Effective Time shall
be the certificate of formation and limited liability company agreement of the
Survivor unless and until amended in accordance with their terms and applicable
law. The name of the Survivor shall remain unchanged as Main Place Funding, LLC.


                                   ARTICLE III

                           TRANSFER AND CONVEYANCE OF
                      ASSETS AND ASSUMPTION OF LIABILITIES

               SECTION 3.01. TRANSFER, CONVEYANCE AND ASSUMPTION. At the
Effective Time the Company shall continue in existence as the Survivor, and
shall, without further transfer or other action, succeed to and possess all of
the rights, privileges and powers of the Trust, and all of the assets and
property of whatever kind and character of the Trust shall vest in the Survivor
without further act or deed; thereafter, the Survivor shall be liable for all of
the liabilities and obligations of the Trust, and any claim or judgment against
the Trust may be

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enforced against the Survivor in accordance with Section 18-209 of the Delaware
Act and Section 8-501.1 of the Maryland Act.


                                   ARTICLE IV

                            CONDITIONS TO THE MERGER

               SECTION 4.01 CONDITIONS TO THE OBLIGATIONS OF EACH PARTY. The
obligations of the Company and the Trust to consummate the Merger are subject to
the satisfaction of the following conditions as of the Effective Time:

               (i) no provision of any applicable law or regulation and no
        judgment, injunction, order or decree shall prohibit the consummation of
        the Merger; and

               (ii) all actions by or in respect of or filings with any
        governmental body, agency, official or authority required to permit the
        consummation of the Merger shall have been obtained; and

               (iii) this Agreement shall have been adopted by the appropriate
        action of, or on behalf of, each of the parties in accordance with
        applicable law.


                                    ARTICLE V

                                   TERMINATION

               SECTION 5.01. TERMINATION. This Agreement may be terminated and
the Merger may be abandoned at any time prior to the Effective Time by the
aforementioned member of the Company or the Board of Trustees of the Trust.

               SECTION 5.02 EFFECT OF TERMINATION. If this Agreement is
terminated pursuant to Section 5.01, then this Agreement shall become void and
of no effect with no liability on the part of any party hereto.


                                   ARTICLE VI

                                  MISCELLANEOUS

               SECTION 6.01  AMENDMENTS; NO WAIVERS.

               (a) Any provision of this Agreement may, subject to applicable
law, be amended or waived prior to the Effective Time if, and only if, such
amendment or waiver is in writing and signed by the Company and by the Trust.

               (b) No failure or delay by any party hereto in exercising any
right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power

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or privilege. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

               SECTION 6.02. INTEGRATION. All prior or contemporaneous
agreements, contracts, promises, representations, and statements, if any, among
the Trust and the Company, or their representatives, are merged into this
Agreement, and this Agreement shall constitute the entire understanding between
the Trust and the Company with respect to the subject matter hereof.

               SECTION 6.03. SUCCESSORS AND ASSIGNS. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns; provided, however, that
no party may assign, delegate or otherwise transfer any of its rights or
obligations under this Agreement without the consent of the other parties
hereto.

               SECTION 6.04. GOVERNING LAW. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Delaware,
without regard to principles of conflict of laws.

               SECTION 6.05 COUNTERPARTS. This Agreement may be signed in any
number of counterparts, each of which shall be an original, but all of which,
taken together, shall constitute one and the same instrument, with the same
effect as if the signatures thereto were upon the same instrument.

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               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective authorized representatives as of the day
and year first above written.


                                  MAIN PLACE REAL ESTATE INVESTMENT TRUST



                                  By:   /s/ John E. Mack
                                     ------------------------------------
                                     Name:
                                     Title:


                                  MAIN PLACE FUNDING, LLC

                                  By: NATIONSBANK, N.A.
                                      Managing Member


                                  By:   /s/ James W. Kiser
                                     ------------------------------------
                                     Name:
                                     Title: