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                                   EXHIBIT 3.1


                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                              PRIME RETAIL, INC.1/

                                   ARTICLE I
                                      Name

                  The name of the Corporation (the "Corporation") is "Prime
                    Retail, Inc."

                                   ARTICLE  II
                 Principal Office, Registered Office, and Agent

                  The address of the Corporation's  principal office is 100 East
Pratt  Street,  19th  Floor,  Baltimore,  Maryland  21202.  The  address  of the
Corporation's  resident  agent  in the  State  is 32  South  Street,  Baltimore,
Maryland  21202.  The  name  of its  registered  agent  at  that  office  is The
Corporation Trust, Incorporated.

                                   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").
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                                   ARTICLE  IV
                                 Capitalization

          CAPITAL STOCK

         Section  4.1.1  Authority  to Issue  Stock.  The Board of  Directors is
hereby  empowered  to  authorize  the  issuance  from  time to time of shares of
capital stock,  whether now or hereafter  authorized,  for such consideration as
the Board of Directors may deem advisable, subject to such limitations as may be
set forth in these  Amended  and  Restated  Articles  of  Incorporation,  in the
By-laws of the Corporation as such By-laws may be amended from time to time (the
"By-laws") or in the MGCL.

        Section 4.1.2 Shares and Par  Value.  The total  number of shares of all
classes  of  stock  that  the  Corporation  shall  have  authority  to  issue is
150,315,000  consisting  of (i)  75,000,000  shares of common stock having a par
value of one cent  ($.01)  per  share  (the  "Common  Stock"),  amounting  to an
aggregate  par value of $750,000,  (ii)  24,315,000  shares of  preferred  stock
having  a par  value of one cent  ($.01)  per  share  (the  "Preferred  Stock"),
amounting to an aggregate par value of $243,150 of which 2,300,000  shares shall
be designated as 10.5% Series A Senior Cumulative Preferred Stock (the "Series A
Preferred  Stock"),  7,190,800  shares  shall  be  designated  as 8.5%  Series B
Cumulative  Participating  Convertible  Preferred Stock (the "Series B Preferred
Stock") and  4,528,302  shares  shall  be  designated   as  Series C  Cumulative
Convertible  Redeemable  Preferred  Stock (the  "Series C Preferred  Stock") and
(iii)  51,000,000  shares of excess  stock having a par value of one cent ($.01)
per share (the  "Excess  Stock"),  amounting  in the  aggregate  to par value of
$510,000,  of which  38,842,500  shares shall be designated  Excess Common Stock
(the "Excess Common Stock"),  1,150,000 shares shall be designated Excess Series
A Preferred  Stock (the "Excess  Series A Preferred  Stock"),  3,595,400  shares
shall be  designated  Excess  Series B  Preferred  Stock (the  "Excess  Series B
Preferred  Stock") and  7,412,100  shares shall be designated  Excess  Preferred
Stock (the "Excess Preferred Stock").  The aggregate par value of all the shares
of all classes of stock that the  Corporation  shall have  authority to issue is
$1,503,150.

         Section 4.1.3    Declaration of Dividends.

                   (a) The Board of  Directors  of the  Corporation  may declare
dividends  only to the extent  permitted  under the MGCL and,  to the extent not
inconsistent therewith, these Amended and Restated Articles of Incorporation.

                   (b)     All dividends shall be declared at the sole
discretion of the Board of Directors.

                   (c) To the extent  declared by the Board of Directors  out of
funds legally available  therefor,  dividends payable in respect of the Series A
Preferred  Stock, the Series B Preferred Stock, the Series C Preferred Stock and
the Common Stock will have identical record and payment dates.
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         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 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 capital 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,  Series B
Preferred Stock,  Series C Preferred  Stock,  Common Stock or any other class of
Capital Stock of the Corporation which the Corporation may issue or sell.

         Section 4.1.6 Control Shares. Pursuant to Section 3-702(b) of the MGCL,
the terms of  Subtitle 7 of Title 3 of such law (the  "Control  Share  Statute")
shall be  inapplicable  to any  acquisition of a Control Share (as determined in
Section 3-701(d) of the MGCL) that is not prohibited by the terms of Articles IV
or V of these Amended and Restated Articles of Incorporation.

          CERTAIN DEFINITIONS

         Unless  the  context  otherwise  requires,  the terms  defined  in this
Section 4.2 shall have, for all purposes of these Amended and Restated  Articles
of  Incorporation,  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 of shares of Capital Stock by any means including, without limitation,
the  exercise of 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, as defined below. The term "Acquisition"
shall have the correlative meaning.

         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.

         Beneficial  Ownership.  The  term  "Beneficial  Ownership"  shall  mean
ownership of Capital  Stock by a Person who would be treated as an owner of such
shares  of  Capital  Stock  either  directly  or   constructively   through  the
application of Section 544 of the Code, as modified by Section  856(h)(1)(B)  of
the Code,  or the  application  of Section  318(a) of the Code,  as  modified by
Section 856(d)(5) of the Code (except where expressly provided  otherwise).  The
terms "Beneficial  Owner,"  "Beneficially  Owns" and "Beneficially  Owned" shall
have the correlative meanings.
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          Beneficiary.  The term  "Beneficiary"  shall mean a beneficiary of the
Trust as determined pursuant to Sections 4.4.5, 4.6.5 and 4.11.5.

         Call Date.  The term "Call Date" shall mean the date  specified  in the
notice to holders required under Section 4.7.3(d) as the Call Date.

         Capital  Stock.  The term  "Capital  Stock"  shall mean all  classes or
series of capital stock,  including without limitation,  Common Stock, Preferred
Stock,  Series A Preferred Stock,  Series B Preferred Stock,  Series C Preferred
Stock and Excess Stock.

         Change of Control.  The terms "Change of Control" shall have the
meaning set forth in Section 4.7.4(a).

         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 mean the common  shares,
par value $.01 per share,  of the Corporation.

         Common Stock Ownership  Limit.  The term "Common Stock Ownership Limit"
shall mean 9.9% of the aggregate value of the outstanding shares of Common Stock
of the Corporation and the outstanding Excess Common Stock of the Corporation.

         Common  Units.  "Common  Units"  shall  mean  Common  Units as that
term is  defined  in the  Partnership Agreement.

         Constituent Person.  "Constituent Person" shall have the meaning set
forth in Section 4.7.4(e).

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

         Conversion.  The term "Conversion" shall mean a conversion of shares of
Series B Preferred Stock into Common Stock, as provided in Section 4.5.6 hereof.

         Conversion Commencement Date.  The term "Conversion Commencement Date"
shall mean March 31, 1997.
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         Conversion Holder.  The term "Conversion  Holder" shall mean any Person
who is the  Beneficial  Owner of  Common  Stock in excess  of the  Common  Stock
Ownership  Limit by reason  of the  Conversion  of shares of Series B  Preferred
Stock;  provided,  however, that such Person shall not be a Conversion Holder at
any time that such Person  Constructively  Owns an interest in any tenant  under
any lease of real property owned, in whole or in part, directly or indirectly by
the Corporation  and such ownership  interest  exceeds,  in the case of a tenant
that is a corporation,  9.9% of the total voting stock of such tenant or 9.9% of
the total  number of shares of all classes of stock of such  tenant,  or, in the
case of a tenant that is not a corporation, a 9.9% interest in the assets or net
profits of such tenant.

         Conversion  Price.  The term  "Conversion  Price"  shall have the
meaning  set forth in Section  4.5.6(a)hereof.

         Corporation  Induced Event. The term "Corporation  Induced Event" shall
mean either (i) the election by one or more holders of Series B Preferred  Stock
to convert all or a portion of such Series B Preferred  Stock into Common Stock,
or (ii) the redemption or purchase by the Corporation of all or a portion of the
outstanding  Series A  Preferred  Stock or the  outstanding  Series B  Preferred
Stock.

         Current Market Price.  "Current Market Price" of publicly traded shares
of Common Stock or any other class of shares of capital stock or other  security
of the  Corporation or any other issuer for any day shall mean the last reported
sales  price,  regular way on such day,  or, if no sale takes place on such day,
the average of the reported  closing bid and asked  prices on such day,  regular
way, in either case as reported on the New York Stock  Exchange  ("NYSE") or, if
such  security  is not  listed or  admitted  for  trading  on the  NYSE,  on the
principal  national  securities  exchange  on which such  security  is listed or
admitted  for trading or, if not listed or admitted  for trading on any national
securities exchange,  on the Nasdaq Stock Market ("NASDAQ") or, if such security
is not quoted on such National Market System, the average of the closing bid and
asked  prices on such day in the  over-the-counter  market as reported by NASDAQ
or, if bid and asked  prices for such  security  on such day shall not have been
reported through NASDAQ,  the average of the bid and asked prices on such day as
furnished  by any NYSE member firm  regularly  making a market in such  security
selected for such purpose by the Board of Directors.

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

         Excess Stock.  The term "Excess  Stock" shall mean the Excess Common
Stock,  the Excess  Preferred  Stock, the Excess Series A Preferred Stock and
the Excess Series B Preferred Stock.
<PAGE>
         Existing Holder.  The term "Existing Holder" shall mean any Person who,
at the  close of  business  on the date of the  closing  of the  Initial  Public
Offering, was the Beneficial Owner of Series A Preferred Stock Acquired directly
from Friedman,  Billings,  Ramsey & Co., Inc. (the "Underwriter") in the closing
of the  Initial  Public  Offering  in excess  of the  Series A  Preferred  Stock
Ownership  Limit so long  as,  but only so long as,  such  Person  continues  to
Beneficially  Own Series A  Preferred  Stock in excess of the Series A Preferred
Stock  Ownership  Limit;  provided,  however,  that such Person  shall not be an
Existing Holder if at any time (i) such Person  Constructively  Owns an interest
in any  tenant  under any  lease of real  property  owned,  in whole or in part,
directly or indirectly by the Corporation and such ownership  interest  exceeds,
in the case of a tenant that is a corporation, 9.9% of the total voting stock of
such  tenant or 9.9% of the total  number of shares of all  classes  of stock of
such  tenant,  or,  in the case of a tenant  that is not a  corporation,  a 9.9%
interest  in the  assets or net  profits  of such  tenant or (ii) such  Person's
Beneficial  Ownership  causes any  "individual"  (within  the meaning of Section
542(a)(2) of the Code) to Beneficially Own shares of Series A Preferred Stock in
excess of the Series A Preferred Stock Ownership Limit.

         Existing Holder Limit. The term "Existing Holder Limit" for an Existing
Holder  initially  shall mean the percentage of  outstanding  Series A Preferred
Stock  that is  Beneficially  Owned  by such  Existing  Holder  at the  close of
business on the date of the closing of the Initial Public Offering provided such
Series A Preferred Stock has been Acquired by such Existing Holder directly from
Friedman,  Billings,  Ramsey & Co.,  Inc. in the  closing of the Initial  Public
Offering.  From the date of the closing of the Initial Public Offering and prior
to the Restriction Termination Date, each Existing Holder Limit shall be subject
to  modification  pursuant to Section  4.3.13.  The secretary of the Corporation
shall  maintain and, upon request,  make  available to each Existing  Holder,  a
schedule  which  sets forth the then  current  Existing  Holder  Limits for each
Existing Holder.

         Expiration Time.  "Expiration Time" shall have the meaning set forth in
Section 4.7.4(d)(iv).

         Fair Market  Value.  "Fair Market  Value" shall mean the average of the
daily  Current  Market  Prices  of a share  of  Common  Stock  on the  five  (5)
consecutive Trading Days selected by the Corporation commencing not more than 20
Trading  Days  before,  and ending  not later  than,  the  earlier of the day in
question  and the day  before  the "ex date" with  respect  to the  issuance  or
distribution  requiring  such  computation.  The term "ex date,"  when used with
respect to any issuance or distribution, means the first day on which the Common
Stock  trade  regular  way,  without  the  right to  receive  such  issuance  or
distribution,  on the  exchange  or in the  market,  as the case may be, used to
determine that day's Current Market Price.

         Fully Junior Shares.  "Fully Junior Shares" shall mean the Common Stock
and any other class or series of shares of capital stock of the  Corporation now
or hereafter issued and outstanding over which the Series C Preferred Stock have
preference  or  priority  in both  (i) the  payment  of  dividends  and (ii) the
distribution  of assets on any  liquidation,  dissolution  or  winding up of the
Corporation.
<PAGE>
         Funds from Operations.  "Funds from  Operations"  shall mean net income
(loss) (computed in accordance with generally  accepted  accounting  principles)
excluding gains (or losses) from debt restructuring, and distributions in excess
of earnings  allocated  to other  Operating  Partnership  interests  or minority
interests  (as reflected in the financial  statements of the  Corporation)  plus
depreciation/amortization  of assets  unique to the real  estate  industry,  all
computed  in a manner  consistent  with the  revised  definition  of Funds  From
Operations adopted by the National  Association of Real Estate Investment Trusts
(NAREIT),  in its White  Paper  dated March  1995,  as such  definitions  may be
modified from time to time, as determined by the Corporation in good faith.

         Initial Issue Date.  The term "Initial  Issue Date" shall mean the date
that shares of Series A Preferred  Stock,  Series B Preferred  Stock or Series C
Preferred Stock, as the case may be, are first issued by the Corporation.

         Initial Public  Offering,  The term "Initial Public Offering" means the
closing of the sale of shares of Series A  Preferred  Stock,  Series B Preferred
Stock and Common Stock pursuant to the Predecessor Corporation's first effective
registration  statement for such Capital Stock filed under the Securities Act of
1933, as amended.

         Junior  Shares.  "Junior  Shares"  shall mean the Common  Stock and any
other  class or series of  capital  stock of the  Corporation  now or  hereafter
issued and  outstanding  over which the Series C Preferred Stock have preference
or priority in the payment of dividends or in the  distribution of assets on any
liquidation, dissolution or winding up of the Corporation.

         Liquidation Preference.  The term "Liquidation  Preference" for a share
of Series A Preferred  Stock or Series B  Preferred  Stock shall mean $25.00 per
share plus an amount equal to any accrued and unpaid  dividends on such share to
the date of liquidation.

         Market  Price.  The term  "Market  Price" on any date shall mean,  with
respect to any class or series of outstanding  Capital Stock, the average of the
Closing  Price for such  Capital  Stock for the five  consecutive  Trading  Days
ending 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 New York Stock  Exchange or, if such Capital  Stock is not listed
or  admitted  to trading  on the New York Stock  Exchange,  as  reported  in the
principal  consolidated  transaction reporting system with respect to securities
listed on the principal national securities exchange on which 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  quotations  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
<PAGE>
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.  "Trading
Day" shall mean a day on which the  principal  national  securities  exchange on
which the applicable  Capital Stock is listed or admitted to trading is open for
the  transaction of business or, if such Capital Stock is not listed or admitted
to trading on any national securities exchange,  shall mean any day other than a
Saturday,  a Sunday or a day on which banking  institutions  in the State of New
York are authorized or obligated by law or executive order to close.

          Non-Electing  Share.  "Non-Electing  Share" shall have the meaning set
forth in Section 4.7.4(e).

         Operating  Partnership.  The term  "Operating  Partnership"  shall mean
Prime  Retail,  L.P.,  a Delaware limited partnership.

         Parity  Shares.  "Parity  Shares"  shall have  the meaning set forth in
Section 4.7.7(b).

         Partnership Agreement.  The term "Partnership Agreement" shall mean the
Amended and Restated  Agreement of Limited  Partnership  of Prime  Retail,  L.P.
dated as of September  8, 1997,  as such  agreement  may be amended from time to
time.
         Person.  The  term  "Person"  shall  mean an  individual,  corporation,
partnership, estate, trust (including a trust qualified under Sections 401(a) or
501(c)(17) of the Code), a portion of a trust permanently set aside for or to be
used  exclusively  for the  purposes  described  in Section  642(c) of the Code,
association,  private  foundation  within the  meaning of Section  509(a) of the
Code, joint stock company or other entity and also includes a group as that term
is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended;  but does not include an underwriter which  participates in a public
offering of Capital Stock for a period of 90 days following the purchase by such
underwriter of such Capital Stock.

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

         Purchased Shares.  "Purchase Shares" shall have the meaning set forth
in Section 4.7.4(d)(iv).

         Purported  Beneficial  Holder.  The term "Purported  Beneficial Holder"
shall mean,  with  respect to any event other than a  purported  Transfer  which
results in Excess Stock,  the person for whom the  applicable  Purported  Record
Holder held the shares of Capital Stock that were,  pursuant to Sections  4.3.8,
4.5.9 and 4.10.7,  automatically  exchanged for Excess Stock upon the occurrence
of such event. The Purported  Beneficial  Holder and the Purported Record Holder
may be the same Person.
<PAGE>
         Purported  Beneficial   Transferee.   The  term  "Purported  Beneficial
Transferee" shall mean, with respect to any purported  Transfer which results in
Excess Stock, the purported beneficial  transferee for whom the Purported Record
Transferee  would have acquired shares of Capital Stock if such Transfer had not
violated the  provisions  of Sections  4.3.6,  4.5.7 and 4.10.5.  The  Purported
Beneficial  Transferee  and the  Purported  Record  Transferee  may be the  same
Person.

         Purported Record Holder. The term "Purported Record Holder" shall mean,
with  respect to any event  other than a  purported  Transfer  which  results in
Excess  Stock,  the  record  holder of the  shares of  Capital  Stock that were,
pursuant  to Sections  4.3.8,  4.5.9 and 4.10.7 of this  Article,  automatically
exchanged  for Excess Stock upon the  occurrence  of such event.  The  Purported
Record Holder and the Purported Beneficial Holder may be the same Person.

         Purported Record  Transferee.  The term "Purported  Record  Transferee"
shall mean,  with  respect to any  purported  Transfer  which  results in Excess
Stock,  the Person who would have been the record holder of the Capital Stock if
such  Transfer had not  violated the  provisions  of Sections  4.3.6,  4.5.7 and
4.10.5. 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 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.

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

         REIT Termination Event.   "REIT  Termination  Event"  shall   mean  the
earliest to occur of:

                  (i)      the filing of a federal  income tax return by the
                           Corporation  for any taxable  year on which the
                           Corporation does not elect to be taxed as a real
                           estate investment trust;

                  (ii)     the approval by the  stockholders  of the
                           Corporation of a proposal for the Corporation
                           to cease to qualify as a real estate investment
                           trust;

                  (iii)    a  determination  by the  Board of  Directors  of the
                           Corporation, based on the advice of counsel, that the
                           Corporation  has ceased to  qualify as a real  estate
                           investment trust; or
<PAGE>
                  (iv)     a  "determination"  within  the  meaning  of  Section
                           1313(a)  of the  Internal  Revenue  Code of 1986,  as
                           amended,  that the  Corporation has ceased to qualify
                           as a real estate investment trust.

         Restriction  Termination Date. The term "Restriction  Termination Date"
shall mean the first day after the date of the Initial Public  Offering on which
the Corporation determines pursuant to Section 5.3 of these Amended and Restated
Articles  of  Incorporation  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 and Transfer of
shares of Capital Stock set forth herein is no longer  required in order for the
Corporation to qualify as a REIT.

         Securities  and  Security.  "Securities"  and  "Security"  shall   have
the  meanings  set forth in Section 4.7.4(d)(iii).

         Securities Act.  "Securities  Act"  shall  mean  the  Securities Act of
1933, as amended.

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

         Series A Preferred Stock Ownership  Limit. The term "Series A Preferred
Stock  Ownership  Limit" shall mean 10.0 % of the  aggregate of the  outstanding
Series A Preferred Stock of the Corporation and the outstanding  Excess Series A
Preferred Stock of the Corporation;  provided,  however, that if at any time any
Person  Constructively  Owns an  interest  in a  tenant  under  a lease  of real
property  owned, in whole or in part , directly or indirectly by the Corporation
and  such  ownership  interest  exceeds,  in the  case  of a  tenant  that  is a
corporation,  9.9% of the total voting stock of such tenant or 9.9% of the total
number of shares of all  classes of stock of such  tenant,  or, in the case of a
tenant that is not a  corporation,  a 9.9% interest in the assets or net profits
of such tenant,  then the term "Series A Preferred Stock Ownership  Limit" shall
mean, with respect to any such Person,  9.9% of the aggregate of the outstanding
Series A Preferred Stock of the Corporation and the outstanding  Excess Series A
Preferred Stock of the Corporation.

         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.

         Series B Dividend  Payment  Date:  The term "Series B Dividend  Payment
Date" shall have the meaning set forth in Section 4.4.1(b) hereof.

         Series B Preferred Stock Ownership  Limit. The term "Series B Preferred
Stock Ownership  Limit" shall mean 9.9% of the value of the outstanding  Capital
Stock of the Corporation.
<PAGE>
         Series B Redemption  Date.  The term  "Series B Redemption  Date" shall
have the meaning set forth in Section 4.5.3(b) hereof.

         Series B Redemption  Price. The term "Series B Redemption  Price" shall
have the meaning set forth in Section 4.5.3(a) hereof.

         Series C  Conversion  Date.  "Series C  Conversion  Date"  shall  have
the  meaning  set forth in Section 4.7.4(a).

         Series C Conversion  Price.  "Series C Conversion Price" shall mean the
conversion  price  per share of Common  Stock for which the  Series C  Preferred
Stock are  convertible,  as such  Conversion  Price may be adjusted  pursuant to
Section  4.7.4.  The  initial  conversion  price  shall  be  $13.75  unless  the
Liquidation  Preference  is adjusted  pursuant to Section  4(a) in which case it
will be equal to the Liquidation  Preference (equivalent to a conversion rate of
one share of Common Stock for each share of Series C Preferred Stock).

         Series C Dividend Payment Date.  "Series C Dividend Payment Date" shall
mean (i) for any Dividend  Period with respect to which the  Corporation  pays a
dividend on the Common  Stock,  the date on which such dividend is paid, or (ii)
for any  Dividend  Period with respect to which the  Corporation  does not pay a
dividend on the Common Stock, a date to be set by the Board of Directors,  which
date shall not be later  than the  thirtieth  calendar  day after the end of the
applicable Dividend Period.

         Series C  Dividend  Periods.  "Series C  Dividend  Periods"  shall mean
quarterly  dividend periods commencing on January 1, April 1, July 1 and October
1 of each year and ending on and  including  the day  preceding the first day of
the next succeeding Dividend Period with respect to any Series C Preferred Stock
(other than the initial  Dividend  Period,  which shall  commence on the Initial
Issue Date for such Series C Preferred Stock and end on and include the last day
of the calendar quarter immediately following such Initial Issue Date, and other
than the  Dividend  Period  during  which any Series C Preferred  Stock shall be
redeemed pursuant to Section 4.7.3 or converted pursuant to Section 4.7.4, which
shall end on and  include  the Call Date with  respect to the Series C Preferred
Stock being redeemed).

         Series C  Preferred  Stock.  "Series  C  Preferred  Stock"  shall  mean
the  shares of Series C  Cumulative Convertible Redeemable Preferred Stock.

         Series C Preferred  Units.  "Series C Preferred  Units"  shall mean the
units of the Operating Partnership  designated as Series C Preferred Units under
the Amended and  Restated  Agreement  of Limited  Partnership  of the  Operating
Partnership.

         Set apart for  payment.  "Set  apart  for  payment"  shall be deemed to
include,  without any action  other than the  following,  the  recording  by the
Corporation in its accounting ledgers of any
<PAGE>
accounting or bookkeeping  entry which  indicates,  pursuant to a declaration of
dividends or other  distribution  by the Board of Directors,  the  allocation of
funds to be so paid on any  series or class of shares  of  capital  stock of the
Corporation;  provided,  however,  that if any  funds for any class or series of
Junior  Shares or any class or series of shares of  capital  stock  ranking on a
parity with the Series C  Preferred  Stock as to the  payment of  dividends  are
placed in a separate  account of the  Corporation  or delivered to a disbursing,
paying or other similar agent,  then "set apart for payment" with respect to the
Series C Preferred Stock shall mean placing such funds in a separate  account or
delivering such funds to a disbursing, paying or other similar agent.

         Trading Day.  "Trading Day" shall mean any day on which the  securities
in  question  are traded on the NYSE,  or if such  securities  are not listed or
admitted for trading on the NYSE, on the principal national  securities exchange
on which such  securities  are listed or admitted,  or if not listed or admitted
for trading on any national securities  exchange,  on the National Market System
of NASDAQ,  or if such securities are not quoted on such National Market System,
in the securities market in which the securities are traded.

         Transaction.  "Transaction" shall have the meaning set forth in Section
4.7.4(e).

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

         Transfer Agent.  "Transfer Agent" shall mean the  Corporation,  or such
other agent or agents of the  Corporation  as may be  designated by the Board of
Directors  or their  designee as the  transfer  agent,  registrar  and  dividend
disbursing agent for the Series C Preferred Stock.

         Trust.  The term "Trust" shall mean  each of the trusts provided for in
Sections 4.4.1, 4.6.1 and 4.10.1.

         Trustee.  The   term "Trustee"  shall mean the  Corporation,  acting as
trustee for any of the Trusts or any
successor trustee appointed by the Corporation.

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

         Voting  Preferred Shares.  "Voting  Preferred  Shares"  shall have  the
meaning set forth in Section 4.7.6.
<PAGE>
         Weighted Average Trading Price.  "Weighted Average Trading Price" shall
mean,  for any Trading Day,  the number  obtained by dividing (i) the sum of the
products,  for each sale of Common  Stock on such  Trading  Day, of (a) the sale
price  per share of Common  Stock and (b) the  number of shares of Common  Stock
sold by (ii) the total  number of shares of Common  Stock  sold on such  Trading
Day.

SERIES A PREFERRED STOCK

         Section 4.3.1   Dividends.

                  (a) Subject to the preferential  rights of any series of stock
ranking  senior  as to  dividends  to the  Series A  Preferred  Stock and to the
provisions  of  Section  4.4.2  of  these  Amended  and  Restated   Articles  of
Incorporation,  the record holders 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 funds  legally  available  for payment of  dividends.  Such
dividends  shall be payable by the Corporation in cash at the rate of $2.625 per
annum per share.

                   (b)  Dividends  on shares of Series A  Preferred  Stock shall
accrue and be cumulative from the Initial Issue Date. Dividends shall be payable
quarterly  in arrears  when and as  declared  by the Board of  Directors  of the
Corporation  on August 15,  November  15,  February  15, and May 15 of each year
(each, a "Series A Dividend  Payment  Date"),  commencing on August 15, 1994. If
any Series A Dividend  Payment Date occurs on a day that is not a Business  Day,
any accrued  dividends  otherwise payable on such Series A Dividend Payment Date
shall be paid on the next  succeeding  Business  Day.  The  amount of  dividends
payable  on Series A  Preferred  Stock for each full  Dividend  Period  shall be
computed by dividing by four (4) the annual  dividend  rate set forth in Section
4.3.1(a)  above.  Dividends  payable in respect of any Dividend  Period which is
less or more than a full  Dividend  Period in length will be  computed  from the
immediately  preceding  Dividend  Payment Date (or the Initial Issue Date in the
case of the first  Dividend  Period)  to, but not  including,  the date on which
dividends are paid (or May 15, 1994, in the case of the first  Dividend  Period)
on the basis of a 360-day year consisting of twelve 30-day months.  The dividend
accruing for the Dividend  Period  ending May 15, 1994 will be payable on August
15, 1994,  together with the dividend accruing for the Dividend Period ending on
that  date.  Dividends  shall be paid to the  holders  of record of the 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 for such
payment.  Any dividend  payment made on shares of Series A Preferred Stock shall
be first  credited  against the earliest  accrued but unpaid  dividend due which
remains  payable.  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 which may be in arrears.

                  (c)      Notwithstanding   anything   contained  herein to the
contrary,  no dividends  on shares of Series A Preferred Stock shall be declared
by the Board of Directors of the Corporation
<PAGE>
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 these
Amended  and  Restated  Articles  of  Incorporation  relating  to any  series of
Preferred Stock ranking senior to the Series A Preferred  Stock,  prohibits such
declaration,  payment  or  setting  apart  for  payment  or  provides  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 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 series of Preferred  Stock ranking on a parity as to dividends
with the Series A Preferred Stock, all dividends declared upon the shares of the
Series A Preferred Stock and any other such 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 and winding up) shall be declared
or paid or set aside for payment or other distribution shall be declared or made
upon any  series of  Capital  Stock  ranking  junior to or on a parity  with the
Series A Preferred Stock as to dividends nor subject to the Corporation's  right
to purchase  Excess  Stock as  otherwise  provided  herein,  shall shares of any
series of  Capital  Stock  ranking  junior to or on a parity  with the  Series A
Preferred  Stock 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
series of  Capital  Stock  ranking  junior to or on a parity  with the  Series A
Preferred  Stock) by the Corporation  (except by conversion into or exchange for
other Capital Stock of the Corporation  ranking junior to the Series A Preferred
Stock as to dividends and upon liquidation, dissolution and winding up).

                  (f) Notwithstanding anything contained herein to the contrary,
dividends  on the Series A Preferred  Stock,  if not paid on a Series A Dividend
Payment Date,  will accrue whether or not dividends are declared for such Series
A Dividend Payment Date, whether or not the Corporation has earnings and whether
or not there are funds legally available for the payment of such dividends.
<PAGE>
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 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 holders of
the 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.

         Section 4.3.2    Distribution Upon Liquidation, Dissolution or Winding
Up.

                   (a)   Upon  any   voluntary   or   involuntary   liquidation,
dissolution  or winding up of the  affairs  of the  Corporation,  subject to the
prior preferences and other rights of any series of Capital Stock ranking senior
to the Series A Preferred Stock upon  liquidation,  dissolution,  or winding up,
but before any  distribution  or payment shall be made to the holders of Capital
Stock  ranking  junior to the Series A Preferred  Stock in the  distribution  of
assets upon any liquidation,  dissolution or winding up of the Corporation,  the
holders of Series A  Preferred  Stock  shall be  entitled  to receive out of the
assets of the Corporation legally available for distribution to its stockholders
liquidating  distributions  in cash or  property  at its  fair  market  value as
determined  by the Board of  Directors of the  Corporation  in the amount of the
Liquidation  Preference  per  share.  After  payment  of the full  amount of the
liquidating  distributions  to which they are entitled,  the holders of Series A
Preferred  Stock will 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 other winding up, the legally  available  assets of
the Corporation are insufficient to pay the amount of the Liquidation Preference
per share and the  corresponding  amounts payable on all shares 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 such other 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
into or with  another  corporation  or any other  entity  nor the  sale,  lease,
transfer  or  conveyance  of all or  substantially  all  of  the  assets  of the
Corporation  to  another  corporation  or any  other  entity  shall be deemed to
constitute  a  liquidation,  dissolution  or  winding  up of the  affairs of the
Corporation within the meaning of this Section 4.3.2.
<PAGE>
         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 March 31, 1999 at the option
of the  Corporation  at the  price per share  set  forth  below  (the  "Series A
Redemption Price"):


   If the Redemption Date is:                              Price Per Share

   On or after March 31, 1999 but prior to March 31, 2000      $ 26.75
   On or after March 31, 2000 but prior to March 31, 2001      $ 26.40
   On or after March 31, 2001 but prior to March 31, 2002      $ 26.05
   On or after March 31, 2002 but prior to March 31, 2003      $ 25.70
   On or after March 31, 2003 but prior to March 31, 2004      $ 25.35
   On or after March 31, 2004                                  $ 25.00

in each case plus all accrued  and unpaid  dividends  thereon to the  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  Series A Dividend  Payment
Date, the dividend  payable on such Series A 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  Series A 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  by  any  other  equitable  method  determined  by  the
Corporation,  to the extent practicable,  that will not result in a violation of
the Series A Preferred Stock Ownership Limit.

                  (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
<PAGE>
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;  and
(v) that  dividends  on the  shares to be  redeemed  will cease to accrue on the
Series A Redemption Date.

                   (e) If notice  has been  mailed in  accordance  with  Section
4.3.3 (d) above and  provided  that on or before  the Series A  Redemption  Date
specified in such notice all funds necessary for such redemption shall have been
set aside by the  Corporation,  separate and apart from its other funds in trust
for the pro rata benefit of the holders of the shares so called for  redemption,
so as to be and to continue to be available  therefor,  then, from and after the
Series A  Redemption  Date,  dividends  on the shares of the Series A  Preferred
Stock so called for redemption  shall cease to accrue,  and such shares shall no
longer be deemed to be  outstanding  and shall not have the  status of shares of
Series A Preferred  Stock, and all rights of the holders thereof as stockholders
of the Corporation  (except the right to receive from the Corporation the Series
A  Redemption  Price)  shall  cease.  Notwithstanding  the  foregoing,  upon the
Corporation's  default in the payment of the dividend due, the holders of 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  Series A  Dividend  Payment  Date,  although  such  Series A
Preferred  Stock  shall have been  redeemed  between  such  Record Date and such
corresponding Series A 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.
<PAGE>
                  (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 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 of the  Corporation  ranking  junior to the Series A Preferred
Stock as to dividends and upon liquidation, dissolution and winding up).

                  (i) All shares of Series A Preferred  Stock redeemed  pursuant
to this  Section  4.3.3  shall be retired and shall be restored to the status of
authorized and unissued  shares of Preferred  Stock,  without  designation as to
series,  and  subject  to  the  applicable  limitations  set  forth  herein  may
thereafter be reissued as shares of any series of Preferred Stock.
<PAGE>
         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 except as hereinafter  provided
in this Section  4.3.4 or as otherwise  provided by law. The  Corporation  shall
not,  without  the  affirmative  vote or  consent  of the  holders of at least a
majority 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 or on a parity with the Series A Preferred  Stock as to
dividends or upon liquidation,  dissolution or winding up or the Excess Series A
Preferred Stock upon  liquidation,  dissolution or winding up, or reclassify any
authorized  Capital Stock into any such senior stock or parity stock, or create,
authorize or issue any obligation or security convertible into or evidencing the
right to purchase any such senior stock or parity stock; or (ii) amend, alter or
repeal the provisions of these Amended and Restated  Articles of  Incorporation,
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 B Preferred  Stock or any other series of Preferred  Stock,
in each case  ranking  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  consecutive  quarterly  periods,
then the holders of Series A Preferred Stock, voting separately as a class (with
any such other series 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 called
as hereafter provided 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 described under Section 4.3.4(b)
shall  become  exercisable,  such right may be exercised  initially  either at a
special  meeting  of  the  holders  of  Series  A  Preferred  Stock,  called  as
hereinafter  provided,  or at any annual  meeting of  stockholders  held for the
purpose of electing directors,  and thereafter at such annual meetings or by the
written  consent  of  holders  of Series A  Preferred  Stock.  Such right of the
holders of Series A Preferred  Stock to elect  directors may be exercised  until
all  dividends to which the holders of Series A Preferred  Stock shall have been
entitled for all previous Dividend Periods and the current Dividend Period shall
have been paid in full or declared and a sum of money sufficient for the payment
thereof  set aside for  payment,  at which the time the right of the  holders of
Series A Preferred Stock to elect such number of directors shall cease, the term
of  such  directors  previously  elected  shall  thereupon  terminate,  and  the
authorized  number of directors of the Corporation shall thereupon return to the
number of authorized  directors  otherwise in effect,  but subject always to the
same provisions for the renewal and
<PAGE>
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(e),  that shall not have then
expired.

                  (d) At any time when the voting right  described under Section
4.3.4(b) shall become  exercisable  in the holders of Series A Preferred  Stock,
and if such right  shall not already  have been  initially  exercised,  a proper
officer 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, and of
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 at the earliest  practicable date upon the notice required
for annual  meetings of stockholders at the place for holding annual meetings of
stockholders  of the  Corporation  or,  if none,  at a place  designated  by the
Secretary of the Corporation.  If such meeting shall not be called by the proper
officers 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,  and of any other series of 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 at the
place of holding  annual  meetings of the  Corporation  or, if none,  at a place
designated by such holder.  Any holder 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 90 days before the date fixed
for the next ensuing annual or special meeting of stockholders.

                  (e) If any  director  so  elected  by the  holders of Series A
Preferred  Stock shall cease to serve as a director  before such director's term
shall expire,  the holders 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 Series A  Preferred
Stock are entitled to elect  directors  pursuant to the foregoing  provisions of
this  Section  4.3.4,  the  holders  of any one or  more  additional  series  of
Preferred  Stock are  entitled  to elect  directors  by reason of any default or
event specified in these Amended and Restated Articles of  Incorporation,  as in
effect at the time, or the articles  supplementary  for such series,  and if the
terms for such other additional series so
<PAGE>
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 Series A Preferred  Stock and of all such other series then  entitled
so to vote, voting as a class, shall elect such directors. If the holders of any
such other  series have  elected such  directors  prior to the  happening of the
default or event  permitting  the holders 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 elsewhere  required in
Section  4.3.4(d)  above,  then a new election shall be held with 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 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 Series A Preferred Stock;
provided  that,  if at the  expiration  of such  terms,  the holders 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 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 5.2.

                  (h) In any  matter in which the 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 Series B Preferred Stock, the Series C Preferred Stock, the Common Stock and
shares of all other  Capital  Stock issued from time to time by the  Corporation
other than any series of Capital Stock the terms of which  specifically  provide
that the  Capital  Stock of such  series  rank  senior to or on a parity with to
Series A Preferred Stock with respect to dividend rights or  distributions  upon
liquidation, dissolution, or winding up of the
<PAGE>
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 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
(the  issuance of which must have been approved by a vote of at least a majority
of the outstanding  shares of Series A Preferred Stock); and (iii) junior to all
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 at least
a majority of the outstanding  shares of Series A Preferred Stock). The Series A
Preferred  Stock ranks on a parity with the Excess Series A Preferred Stock with
respect to distributions upon liquidation, dissolution, or winding up.

         Section 4.3.6    Series A Preferred Stock Ownership Limitations.

                  (a) Except as provided  in Section  4.3.14 , during the period
commencing on the date of the closing of the Initial  Public  Offering and prior
to the Restriction Termination Date:

                           (i) No Person, other than an Existing  Holder,  shall
                               Acquire or Beneficially Own any  shares of Series
                               A  Preferred  Stock if, as  the   result  of such
                               Acquisition or Beneficial Ownership,  such Person
                               shall  Beneficially   Own   shares  of  Series  A
                               Preferred   Stock  in  excess  of  the  Series  A
                               Preferred  Stock  Ownership  Limit.

                           (ii)No Existing Holder shall  Acquire or Beneficially
                               Own any shares of Series A Preferred Stock if, as
                               the  result  of  such  Acquisition  or Beneficial
                               Ownership,   such  Person shall  Beneficially Own
                               shares of Series A  Preferred Stock in  excess of
                               the  Existing  Holder  Limit  for  such  Existing
                               Holder.

                  (b) Except as  provided in Section  4.3.14,  during the period
commencing on the date of the closing of the Initial  Public  Offering and prior
to the  Restriction  Termination  Date,  any  Transfer  of  shares  of  Series A
Preferred  Stock that, if  effective,  would result in a violation of any of the
restrictions  in Section  4.3.6(a) shall be void ab initio as to the Transfer of
that number of shares of Series A Preferred Stock that would cause the violation
of the applicable  restriction in Section  4.3.6(a)  (rounding up to the nearest
whole share), and the intended transferee shall acquire no rights in such excess
number of shares of Series A Preferred Stock.
<PAGE>
                  (c)  Notwithstanding  any other provisions  contained  herein,
from the date of the closing of the  Initial  Public  Offering  and prior to the
Restriction Termination Date, any Transfer of shares of Series A Preferred Stock
or other event that, if  effective,  would result in (i) the  Corporation  being
"closely  held"  within  the  meaning of  Section  856(h) of the Code,  (ii) the
outstanding  shares of the Capital Stock of the Corporation  being  beneficially
owned by less than 100 Persons  (determined  without  reference  to any rules of
attribution),  or (iii) the Corporation  otherwise  failing to qualify as a REIT
(including,  but not limited to, a Transfer or other event that would  result in
the Corporation owning (directly 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),  shall be void
ab  initio as to the  Transfer  of that  number of shares of Series A  Preferred
Stock  (rounding up to the nearest  whole share) or other event that would cause
the Corporation to be "closely held" within the meaning of Section 856(h) of the
Code,  would  result  in the  outstanding  shares  of the  Capital  Stock of the
Corporation  being  beneficially  owned  by less  than 100  Persons  (determined
without reference to any rules of attribution), or would otherwise result in the
Corporation  failing to qualify as a REIT,  and the  intended  transferee  shall
Acquire,  or the Beneficial Owner shall retain, as the case may be, no rights in
such shares of Series A Preferred Stock.

         Section  4.3.7  Remedies  for Breach.  If the Board of Directors 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
4.3.6 or that a Person intends to Acquire or has attempted to Acquire Beneficial
Ownership  of any shares of Series A  Preferred  Stock in  violation  of Section
4.3.6 (whether or not such  violation is intended),  the Board of Directors or a
committee  thereof shall take such action as it or they deem advisable,  subject
to Section 5.3 hereof,  to refuse to give effect to or to prevent such  Transfer
or other event,  including,  but not limited to, 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 Ownership in violation
of  Section  4.3.6  shall be void ab  initio  and  automatically  result  in the
exchange described in Section 4.3.8,  irrespective of any action (or non-action)
by the Board of Directors or a committee thereof.

         Section  4.3.8  Exchange  For  Excess  Series A  Preferred  Stock.  If,
notwithstanding the other provisions  contained in this Section 4.3, at any time
after the date of the closing of the Initial  Public  Offering  and prior to the
Restriction  Termination Date, there is a purported Transfer or other event such
that one or more of the restrictions on Beneficial Ownership and Transfer of the
Series A Preferred  Stock  described in Section  4.3.6 would be violated,  then,
except as otherwise provided in Section 4.3.14, the shares of Series A Preferred
Stock being Transferred (or, in the case of an event other than a Transfer,  the
shares of Series A Preferred Stock Beneficially  Owned, which would cause one or
more of such  restrictions  to be  violated)  (rounded up to the  nearest  whole
share), shall be automatically exchanged for an equal number of shares of Excess
Series A Preferred  Stock.  Such exchange  shall be effective as of the close of
business on the  business  day prior to the date of such  purported  Transfer or
other event.
<PAGE>
         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  4.3.6,  or any  Person  who is a  transferee  in a  Transfer  or is
otherwise  affected  by an event  other  than a  Transfer  that  results  in the
issuance of Excess Series A Preferred  Stock  pursuant to Section  4.3.8,  shall
immediately  give written  notice to the  Corporation  of such 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
Transfer  or  attempted,  intended or  purported  Transfer or other event on the
Corporation's status as a REIT.

         Section 4.3.10 Owners Required To Provide Information. From the date of
the  closing  of the  Initial  Public  Offering  and  prior  to the  Restriction
Termination Date:

                  (a) each Person who is an Existing Holder shall, within thirty
(30) days of the Initial  Issue Date,  give  written  notice to the  Corporation
stating the name and address of such  Existing  Holder,  the number of shares of
Series  A  Preferred  Stock  and  other  shares  of  the  Capital  Stock  of the
Corporation  Beneficially Owned by such Existing Holder at the close of business
on the Initial  Issue Date and Acquired by such  Existing  Holder  directly from
Friedman,  Billings,  Ramsey & Co.,  Inc. in the  closing of the Initial  Public
Offering,  and a  description  of the manner in which such shares are  currently
held as well as a description of the nature of the Beneficial  Ownership of such
shares;

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

                  (c)  each  Person  who  is a  Beneficial  Owner  of  Series  A
Preferred  Stock and each Person  (including  the  stockholder of record) who is
holding  Series A Preferred  Stock for a Beneficial  Owner shall  provide to the
Corporation such information that the Corporation may request, in good faith, in
order to determine the Corporation's status as a REIT.

         Section 4.3.11  Remedies Not Limited.  Subject to Section 5.2,  nothing
contained  in this  Section  4.3  shall  limit  the  authority  of the  Board of
Directors  to take such  other  action as it deems  necessary  or  advisable  to
protect the Corporation and the interests of its  stockholders in preserving the
Corporation's status as a REIT.
<PAGE>
         Section  4.3.12  Ambiguity.   In  the  case  of  an  ambiguity  in  the
application  of any of the  provisions  of this  Section  4.3 or any  definition
contained  in  Section  4.2,  the  Board of  Directors  shall  have the power to
determine the  application of the provisions of this Section 4.3 with respect to
any situation based on the facts known to it.

         Section 4.3.13  Modification  of Existing  Holder Limits.  The Existing
Holder  Limit for an Existing  Holder shall be reduced at any time that (i) such
Existing  Holder  Transfers  shares  of  Series  A  Preferred  Stock,  (ii)  the
Corporation  issues  additional  shares of Series A Preferred Stock or (iii) any
other event occurs which terminates such Existing Holder's Beneficial  Ownership
in shares of Series A Preferred  Stock, in each case by reducing the percentages
calculated   pursuant  to  the  definition  of  Existing  Holder  Limit  to  the
percentages  in effect  immediately  after such  Transfer  or  issuance or other
event.  Each Existing  Holder shall give the  Corporation  written notice of any
Transfer  of shares  within 10 business  days  thereafter.  Notwithstanding  the
foregoing,  no Existing  Holder Limit shall be reduced to a percentage  which is
less than the Series A Preferred Stock Ownership Limit.

         Section 4.3.14   Exceptions.

                  (a) Subject to Section  4.3.6(c),  the Board of Directors,  in
its sole  discretion,  may  exempt a Person  from the Series A  Preferred  Stock
Ownership  Limit or the Existing  Holder Limit,  as the case may be, (A) if such
Person is not an  individual  for purposes of Section  542(a)(2) of the Code and
the Board of Directors obtains such  representations  and undertakings from such
Person  as are  reasonably  necessary  to  ascertain  that no such  individual's
Beneficial Ownership of such shares of Series A Preferred Stock will violate the
Series A Preferred Stock Ownership Limit or otherwise  violate Section 4.3.6(c),
(B) if such Person  does not and  represents  that it will not own,  directly or
Constructively,  more than a 9.9% interest (as set forth in Section 856(d)(2)(B)
of the Code) in a tenant of the  Corporation (or a tenant of any entity owned or
controlled  by  the  Corporation)  and  the  Board  of  Directors  obtains  such
representations and undertakings from such Person as are reasonably necessary to
ascertain  this fact,  and (C) if such Person  agrees that any violation of such
representations  or  undertaking  (or  other  action  which is  contrary  to the
restrictions  contained in Sections  4.3.6 through 4.3.13 of this Article IV) or
attempted violation will result in such shares of Series A Preferred Stock being
exchanged for Excess Series A Preferred Stock in accordance with Section 4.3.8.

                  (b)  Prior to  granting  any  exception  pursuant  to  Section
4.3.14(a),  the Board of  Directors  shall  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.
<PAGE>
         Section 4.3.15   Legend.   Each  certificate  for  Series  A  Preferred
          Stock shall bear the following legend:

         "The shares represented by this certificate are subject to restrictions
         on   Beneficial   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   Amended  and  Restated  Articles  of
         Incorporation,  no  Person  may  (i)  Beneficially  Own  shares  of the
         Corporation's  Series  A  Preferred  Stock  in  excess  of 10.0% of the
         outstanding  Series  A  Preferred  Stock  of the  Corporation;  or (ii)
         Beneficially  Own Series A  Preferred  Stock  that would  result in the
         Corporation  being "closely held" under Section 856(h) of the Code. Any
         Person who Beneficially  Owns or attempts to Beneficially Own shares of
         Series A  Preferred  Stock  which  causes  or will  cause a  Person  to
         Beneficially  Own shares of Series A  Preferred  Stock in excess of the
         above limitations must immediately notify the Corporation. Any Transfer
         of shares of Series A Preferred  Stock in violation of the  limitations
         set  forth  in the  Corporation's  Amended  and  Restated  Articles  of
         Incorporation  shall be void ab initio. If the restrictions on Transfer
         are violated, the shares of Series A Preferred Stock represented hereby
         will be automatically exchanged for shares of Excess Series A Preferred
         Stock which will be held in trust by the  Corporation.  All capitalized
         terms in this legend  have the  meanings  defined in the  Corporation's
         Amended  and  Restated  Articles of  Incorporation,  as the same may be
         amended from time to time, a copy of which,  including the restrictions
         on  transfer,  will be sent  without  charge to each holder of Series A
         Preferred Stock who so requests."

EXCESS SERIES A PREFERRED STOCK

         Section 4.4.1 Ownership in Trust. Upon any purported  Transfer or other
event that results in an exchange of Series A Preferred  Stock for Excess Series
A Preferred  Stock  pursuant to Section  4.3.8,  such Excess  Series A Preferred
Stock shall be deemed to have been Transferred to the Corporation, as Trustee of
a Trust for the exclusive benefit of the Beneficiary or Beneficiaries to whom an
interest  in such Trust may later be  transferred  pursuant  to  Section  4.4.5.
Shares of Excess  Series A Preferred  Stock so held in trust shall be issued and
outstanding  stock of the  Corporation  but shall not be  considered  issued and
outstanding  for  purposes  of  any  stockholder   vote.  The  Purported  Record
Transferee or, in the case of Excess Series A Preferred  Stock resulting from an
event other than a Transfer,  the Purported Record Holder,  shall have no rights
in such  Excess  Series A  Preferred  Stock  except  the  right to  designate  a
transferee of such Excess Series A Preferred  Stock upon the terms  specified in
Section  4.4.5.  The Purported  Beneficial  Transferee or, in the case of Excess
Series A Preferred  Stock  resulting  from an event  other than a Transfer,  the
Purported  Beneficial  Holder,  shall  have no  rights in such  Excess  Series A
Preferred Stock except as provided in Section 4.4.5.
<PAGE>
         Section 4.4.2 Dividend  Rights.  Excess Series A Preferred  Stock shall
not be entitled to any  dividends  or periodic  distributions.  Any  dividend or
distribution  paid prior to the  discovery  by the  Corporation  that  shares of
Series A Preferred Stock have been exchanged for Excess Series A Preferred Stock
shall be repaid to the Corporation upon demand, and any dividend or distribution
declared  but unpaid  shall be  rescinded as void ab initio with respect to such
shares of Series A Preferred Stock.

         Section 4.4.3 Rights Upon Liquidation. In the event of any voluntary or
involuntary  liquidation,  dissolution or winding up of, or any  distribution of
the assets of, the Corporation,  the Corporation,  as holder of shares of Excess
Series A Preferred Stock in trust,  shall be entitled to receive that portion of
the assets of the  Corporation  which a holder of the Series A  Preferred  Stock
that was  exchanged  for such Excess  Series A  Preferred  Stock would have been
entitled to receive had the Series A Preferred Stock remained  outstanding.  The
Corporation,  as holder of the Excess Series A Preferred  Stock in trust,  or if
the  Corporation  shall  have  been  dissolved,  any  trustee  appointed  by the
Corporation  prior  to  its  dissolution,   shall  distribute   ratably  to  the
Beneficiaries  of the Trust,  when and if determined in accordance  with Section
4.4.5,  any such  assets  received  in respect of the Excess  Series A Preferred
Stock in any  liquidation,  dissolution or winding up of, or any distribution of
the assets, of the Corporation.

         Section 4.4.4 Voting  Rights.  The holders of shares of Excess Series A
Preferred Stock shall not be entitled to vote on any matters (except as required
by the MGCL).

         Section 4.4.5    Restrictions On Transfer; Designation of Beneficiary.

                  (a)   Excess   Series  A   Preferred   Stock   shall   not  be
transferrable.  A Purported Record Transferee or, in the case of Excess Series A
Preferred  Stock  resulting  from an event  other than a  Transfer,  a Purported
Record Holder,  may freely  designate a Beneficiary of its interest in the Trust
(representing  the number of shares of Excess  Series A Preferred  Stock held by
the Trust attributable to the purported Transfer or other event that resulted in
the  issuance of such Excess  Series A  Preferred  Stock),  if (i) the shares of
Excess  Series A Preferred  Stock held in the Trust would not be Excess Series A
Preferred  Stock  in the  hands  of such  Beneficiary  and  (ii)  the  Purported
Beneficial  Transferee  or,  in the  case of  Excess  Series A  Preferred  Stock
resulting from an event other than a Transfer,  the Purported Beneficial Holder,
does not receive  consideration  for the  designation of such  Beneficiary  that
reflects a price per share for such Excess Series A Preferred Stock that exceeds
the "Series A Preferred Stock  Limitation  Price".  The Series A Preferred Stock
Limitation  Price is the lesser of (A) in the case of Excess  Series A Preferred
Stock  resulting  from a  Transfer  for  value,  the price  per  share  that the
Purported  Beneficial  Transferee  paid for the Series A Preferred  Stock in the
purported  Transfer  that  resulted  in the  issuance  of the  Excess  Series  A
Preferred  Stock,  or, in the case of Excess Series A Preferred  Stock resulting
from (I) a  Transfer  other  than for value  (such as a gift,  devise or similar
Transfer) or (II) an event other than a Transfer, a price per share equal to the
Market Price of the Series A Preferred  Stock that was exchanged for such Excess
Series A Preferred  Stock on the date of the  purported  Transfer or other event
that resulted in the issuance of the Excess
<PAGE>
Series A Preferred  Stock or (B) a price per share equal to the Market  Price of
the  Excess  Series A  Preferred  Stock on the  date of the  designation  of the
Beneficiary of the interest in the Trust.  Prior to any transfer of any interest
in the Trust, the Purported Record Transferee or Purported Record Holder, as the
case may be,  must  give  advance  notice  to the  Corporation  of the  intended
transfer and the  Corporation  must have waived in writing its  purchase  rights
under  Section  4.4.6.  Upon any  transfer  of an  interest  in the  Trust,  the
corresponding  shares of Excess  Series A Preferred  Stock in the Trust shall be
automatically  exchanged  for an equal  number of  shares of Series A  Preferred
Stock and such shares of Series A Preferred Stock shall be transferred of record
to the  Beneficiary  of the interest in the Trust  designated  by the  Purported
Record Transferee or Purported Record Holder as described above if such Series A
Preferred  Stock would not be Excess  Series A  Preferred  Stock in the hands of
such Beneficiary.

                  (b) Notwithstanding the foregoing,  if a Purported  Beneficial
Transferee  or  Purported  Beneficial  Holder  receives  consideration  for  the
designation by the Purported  Record  Transferee or Purported Record Holder of a
Beneficiary  of an  interest  in the Trust that  exceeds  the Series A Preferred
Stock  Limitation  Price,  such  Purported  Beneficial  Transferee  or Purported
Beneficial  Holder  shall pay, or cause the  Beneficiary  of the interest in the
Trust to pay, to the Corporation the amount by which such consideration  exceeds
the Series A Preferred Stock Limitation Price.

         Section  4.4.6  Purchase  Right in  Excess  Series A  Preferred  Stock.
Notwithstanding  Section 4.4.5,  shares of Excess Series A Preferred Stock shall
be deemed to have been offered for sale to the Corporation,  or its designee, at
a price  per  share  equal to the  Series A  Preferred  Stock  Limitation  Price
(determined by substituting "the date on which the Corporation, or its designee,
accepts the offer to sell" for "the date of the  designation of the  Beneficiary
of the  interest in the Trust" in clause (B) of the  definition  of the Series A
Preferred Stock Limitation  Price in Section  4.4.5(a)).  The Corporation  shall
have the right to accept  such offer for a period of ninety days after the later
of (i) the date of the Transfer or other event which resulted in the issuance of
such  Excess  Series A  Preferred  Stock  and (ii) if the  Corporation  does not
receive  actual notice of a Transfer or other event  pursuant to Section  4.3.9,
the date the Board of Directors determines in good faith that such a Transfer or
other event  resulting  in the issuance of Excess  Series A Preferred  Stock has
occurred.

         Section 4.4.7 Ranking.  The Excess Series A Preferred Stock shall rank,
with respect to distributions upon liquidation,  dissolution, or winding up, (i)
senior to the Series B Preferred Stock, the Excess Series B Preferred Stock, the
Series C Preferred  Stock,  the Common Stock, the Excess Common Stock and shares
of all other  Capital Stock issued from time to time by the  Corporation,  other
than any series of Capital  Stock the terms of which  specifically  provide that
the  Capital  Stock of such series rank senior to or on a parity with the Excess
Series A  Preferred  Stock  with  respect  to  distributions  upon  liquidation,
dissolution,  or winding up of the Corporation  (the issuance of which must have
been  approved  by a vote of at least a majority  of the  outstanding  shares of
Series A Preferred  Stock);  (ii) on a parity with the Series A Preferred  Stock
and all Capital Stock issued by the Corporation the terms of which  specifically
provide  that the Capital  Stock of such series rank on a parity with the Excess
Series A Preferred Stock with respect to distributions upon liquidation,
<PAGE>
dissolution,  or winding up of the Corporation  (the issuance of which must have
been  approved  by a vote of at least a majority  of the  outstanding  shares of
Series A Preferred  Stock);  and (iii) junior to all Capital Stock issued by the
Corporation  the terms of which  specifically  provide that the Capital Stock of
such series rank senior to the Excess  Series A Preferred  Stock with respect to
distributions  upon liquidation,  dissolution,  or winding up of the Corporation
(the  issuance of which must have been approved by a vote of at least a majority
of the outstanding shares of Series A Preferred Stock).

         Section  4.4.8.  Corporation  Induced  Events:  Redemption  of Series A
Preferred  Stock  in  Certain  Circumstances.  Notwithstanding  anything  to the
contrary in Section  4.3.3,  prior to the  Restriction  Termination  Date,  if a
purported Transfer,  change in the capital structure of the Corporation or other
event would result in a violation of one or more of the  restrictions in Section
4.3.6 and such  violation  would not occur but for the occurrence of one or more
Corporation  Induced  Events then,  immediately  prior to the occurrence of such
Transfer,  change in the capital structure of the Corporation or other event, an
amount of Series A Preferred  Stock  (rounded up to the nearest  one-tenth  of a
share) shall be automatically  redeemed by the Corporation from the actual owner
of Series A Preferred Stock which is  Beneficially  Owned by any Person who (but
for this  Section  4.4.8)  would  Beneficially  Own Series A Preferred  Stock in
violation  of one or  more  of the  restrictions  in  Section  4.3.6  after  the
occurrence of the Transfer,  change in the capital  structure of the Corporation
or other event.  The redemption  price of each share of Series A Preferred Stock
automatically redeemed pursuant to this Section 4.4.8 shall be (i) the price per
share paid for the  Series A  Preferred  Stock in the  purported  Transfer  that
resulted in the redemption, or (ii) if the Transfer or other event that resulted
in the  redemption  were not a transaction  in which the full value was paid for
such Series A Preferred  Stock,  a price per share equal to the Market  Price on
the  date  of the  purported  Transfer  or  other  event  that  resulted  in the
redemption. In either case, dividends which were accrued but unpaid with respect
to the redeemed  shares as of the date of the purported  Transfer or other event
that  resulted  in  the  redemption   shall  be  paid.  Any  dividend  or  other
distribution  paid prior to the  discovery  of the  Corporation  that  shares of
Series A Preferred  Stock have been  automatically  redeemed by the  Corporation
shall be repaid to the Corporation upon demand.

SERIES B PREFERRED STOCK

         Section 4.5.1    Dividends.

                  (a)  Subject  to  the  preferential  rights  of the  Series  A
Preferred  Stock and any other series of stock ranking senior as to dividends to
the Series B Preferred Stock and to Section 4.6.2,  the record holders of Series
B Preferred Stock shall be entitled to receive  dividends,  when and as declared
by the Board of Directors of the Corporation, out of funds legally available for
payment of dividends. Such dividends shall be payable by the Corporation in cash
at the  greater  of (i) the  rate of  $2.125  per  annum  per  share or (ii) the
dividends  (determined on each of the quarterly  Series B Dividend Payment Dates
referred to below)  payable on the number of shares of Common Stock (or fraction
thereof),  into which a share of Series B Preferred Stock will be convertible on
or after the Conversion Commencement Date. The amount referred to in clause (ii)
above will equal the number of shares of Common Stock, or fraction thereof, into
which a share of Series B Preferred Stock will
<PAGE>
be convertible on or after the Conversion  Commencement Date,  multiplied by the
most  recent  quarterly  distribution  declared or paid in respect of a share of
Common Stock on or before the applicable Series B Dividend Payment Date.

                  (b)  Dividends  on shares of Series B  Preferred  Stock  shall
accrue and be cumulative from the Initial Issue Date. Dividends shall be payable
quarterly  in arrears  when and as  declared  by the Board of  Directors  of the
Corporation  on August 15,  November  15,  February  15, and May 15 of each year
(each, a "Series B Dividend Payment Date"), commencing on August 1, 1994. If any
Series B Dividend  Payment Date occurs on a day that is not a Business  Day, any
accrued dividends otherwise payable on such Series B Dividend Payment Date shall
be paid on the next succeeding  Business Day. The amount of dividends payable on
Series B  Preferred  Stock for each full  Dividend  Period  shall be computed by
dividing  by four (4) the annual  dividend  rate set forth in  Section  4.4.1(a)
above.  Dividends payable in respect of any Dividend Period which is less than a
full Dividend Period in length will be computed from the  immediately  preceding
Dividend  Payment  Date (or the  Initial  Issue  Date in the  case of the  first
Dividend Period) to, but not including, the date on which dividends are paid (or
May 15,  1994,  in the case of the  first  Dividend  Period)  on the  basis of a
360-day year consisting of twelve 30-day months.  Dividends shall be paid to the
holders of record of the Series B 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.  The dividend  accruing for the Dividend  Period
ending  May 15,  1994 will be  payable on August  15,  1994,  together  with the
dividend  accruing for the  Dividend  Period  ending on that date.  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 for such  payment.  Any
dividend  payment  made on  shares of Series B  Preferred  Stock  shall be first
credited  against the earliest  accrued but unpaid  dividend  due which  remains
payable. No interest,  or sum of money in lieu of interest,  shall be payable in
respect of any  dividend  payment or payments  on the Series B  Preferred  Stock
which may be in arrears.

                  (c) Notwithstanding anything contained herein to the contrary,
no  dividends  on shares of Series B  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 these  Amended  and  Restated  Articles of
Incorporation  relating to any series of Preferred  Stock ranking  senior to the
Series B Preferred  Stock  (including the Series A Preferred  Stock),  prohibits
such  declaration,  payment or setting  apart for payment or provides  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 B Preferred Stock are outstanding,
no full  dividends  shall be  declared  or paid or set apart for  payment on any
series of  Capital  Stock  ranking  junior to or on a parity  with the  Series B
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 B
Preferred  Stock for all past  Dividend  Periods and the then  current  Dividend
Period.When dividends are not paid in full (or a
<PAGE>
sum sufficient for such full payment is not so set apart) upon the shares of the
Series B Preferred Stock and the shares of any series of Preferred Stock ranking
on a parity as to dividends  with the Series B Preferred  Stock,  all  dividends
declared  upon the  shares of the  Series B  Preferred  Stock and any other such
series of Preferred  Stock ranking on a parity as to dividends with the Series B
Preferred  Stock  shall be  declared  pro rata so that the  amount of  dividends
declared  per share on the Series B  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 B Preferred
Stock and such other series of Preferred Stock bear to each other.

                  (e)  Except as  provided  in  Section  4.4.1(d),  unless  full
cumulative   dividends   on  the   Series  B   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 B Preferred  Stock as
to dividends and upon liquidation, dissolution and winding up) shall be declared
or paid or set aside for payment or other distribution shall be declared or made
upon any  series of  Capital  Stock  ranking  junior to or on a parity  with the
Series B Preferred Stock as to dividends nor, subject to the Corporation's right
to purchase  Excess  Stock as  otherwise  provided  herein,  shall shares of any
series of  Capital  Stock  ranking  junior to or on a parity  with the  Series B
Preferred  Stock  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
series of  Capital  Stock  ranking  junior to or on a parity  with the  Series B
Preferred  Stock) by the Corporation  (except by conversion into or exchange for
other Capital Stock of the Corporation  ranking junior to the Series B Preferred
Stock as to dividends and upon liquidation, dissolution and winding up).

                  (f) Notwithstanding anything contained herein to the contrary,
dividends  on the Series B Preferred  Stock,  if not paid on a Series B Dividend
Payment Date,  will accrue whether or not dividends are declared for such Series
B Dividend Payment Date, whether or not the Corporation has earnings and whether
or not there are funds legally available for the payment of such dividends.  Any
dividend  payment  made on shares of Series B  Preferred  Stock  shall  first be
credited  against the earliest  accrued but unpaid  dividend due with respect to
shares of such Series B 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 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 holders of
the Series B 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 B
Preferred  Stock for the year and the  denominator  of which  shall be the Total
Dividends.
<PAGE>
         Section 4.5.2    Distribution  Upon Liquidation, Dissolution or Winding
                          Up.

                  (a) Upon any voluntary or involuntary liquidation, dissolution
or  winding  up of  the  affairs  of  the  Corporation,  subject  to  the  prior
preferences  and other rights of any series of Capital Stock  ranking  senior to
the  Series B  Preferred  Stock  upon  liquidation,  dissolution  or  winding up
(including the Series A Preferred Stock), but before any distribution or payment
shall be made to the  holders of Capital  Stock  ranking  junior to the Series B
Preferred Stock in the distribution of assets upon  liquidation,  dissolution or
winding up of the Corporation,  the holders of Series B Preferred Stock shall be
entitled to receive out of the assets of the Corporation  legally  available for
distribution to its stockholders  liquidating  distributions in cash or property
at its fair  market  value  as  determined  by the  Board  of  Directors  of the
Corporation in the amount of the Liquidation Preference per share. After payment
of the full amount of the liquidating  distributions to which they are entitled,
the  holders of Series B  Preferred  Stock will 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 other winding up, the legally  available  assets of
the Corporation are insufficient to pay the amount of the Liquidation Preference
per share and the  corresponding  amounts payable on all shares of Capital Stock
ranking on a parity with the Series B  Preferred  Stock in the  distribution  of
assets  upon  liquidation,  dissolution  or winding  up, then the holders of the
Series B Preferred Stock and all such other 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
into or with  another  corporation  or any other  entity  nor the  sale,  lease,
transfer  or  conveyance  of all or  substantially  all  of  the  assets  of the
Corporation  to  another  corporation  or any  other  entity  shall be deemed to
constitute  a  liquidation,  dissolution  or  winding  up of the  affairs of the
Corporation within the meaning of this Section 4.5.2.

         Section 4.5.3 Redemption by the Corporation.

                  (a) The Series B Preferred Stock may be redeemed,  in whole or
from time to time in part, at any time on and after March 31, 1999 at the option
of the  Corporation  at the  price per share  set  forth  below  (the  "Series B
Redemption Price"):

       If the Redemption Date is:                               Price Per Share

       On or after March 31, 1999 but prior to March 31, 2000      $ 27.125
       On or after March 31, 2000 but prior to March 31, 2001      $ 26.70
       On or after March 31, 2001 but prior to March 31, 2002      $ 26.275
<PAGE>
       On or after March 31, 2002 but prior to March 31, 2003      $ 25.85
       On or after March 31, 2003 but prior to March 31, 2004      $ 25.425
       On or after March 31, 2004                                  $ 25.00
                                                                    
in each case plus all accrued  and unpaid  dividends  thereon to the  Redemption
Date, except as may be provided below, without interest.

                  (b)  Each  date  fixed  for  redemption  pursuant  to  Section
4.5.3(d)  below  is  called  a  "Series  B  Redemption  Date."  If the  Series B
Redemption  Date is after a Record Date and before the related Series B Dividend
Payment Date, the dividend  payable on such Series B Dividend Payment Date shall
be paid to the holder in whose name the Series B 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  Series B 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 B
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  by  any  other  equitable  method  determined  by  the
Corporation,  to the extent practicable,  that will not result in a violation of
the Series B Preferred Stock Ownership Limit.

                  (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 B  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 B Redemption Date,  addressed to the respective holders
of record of the Series B 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 B 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 B  Preferred  Stock may be listed or  admitted  to
trading,  such notice shall state:  (i) the Series B Redemption  Date;  (ii) the
Series B  Redemption  Price;  (iii) the  aggregate  number of shares of Series B
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 B Redemption  Price;  (v) that dividends on the shares to be redeemed
will  cease  to  accrue  on the  Series B  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 B Redemption
Date.
<PAGE>
                  (e) If notice has been mailed in accordance with Section 4.5.3
(d) above and provided that on or before the Series B Redemption  Date specified
in such notice all funds necessary for such redemption shall have been set aside
by the Corporation, separate and apart from its other funds in trust for the pro
rata benefit of the holders of the shares so called for redemption,  so as to be
and to  continue to be  available  therefor,  then,  from and after the Series B
Redemption  Date,  dividends  on the shares of the Series B  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 B
Preferred  Stock,  and all rights of the holders  thereof as stockholders of the
Corporation  (except  the right to  receive  from the  Corporation  the Series B
Redemption  Price)  shall  cease.   Notwithstanding  the  foregoing,   upon  the
Corporation's  default in the payment of the dividend due, the holders of Series
B  Preferred  Stock at the close of business on any Record Date will be entitled
to receive the dividend payable with respect to such Series B Preferred Stock on
the  corresponding  Series B  Dividend  Payment  Date,  although  such  Series B
Preferred  Stock  shall have been  redeemed  between  such  Record Date and such
corresponding Series B Dividend Payment Date. Upon surrender, in accordance with
the redemption  notice, of the certificates for any shares of Series B 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 B 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 B 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 B  Preferred Stock entitled thereto at the
                               expiration  of two (2) years after the applicable
                               Series  B  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 B Preferred  Stock may be  redeemed  except with
funds legally available for the payment of the Series B Redemption Price.

                  (h) Unless full cumulative dividends on all shares of Series B
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
<PAGE>
Period,  no shares of any Series B Preferred  Stock shall be redeemed unless all
outstanding  shares of Series B  Preferred  Stock are  simultaneously  redeemed,
provided,  however,  that the  foregoing  shall  not  prevent  the  purchase  or
acquisition  of shares of Series B  Preferred  Stock  pursuant  to a purchase or
exchange  offer made on the same terms to holders of all  outstanding  shares of
Series  B  Preferred  Stock;  and,  unless  full  cumulative  dividends  on  all
outstanding  shares of Series B 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
B Preferred  Stock (except by  conversion  into or exchange for capital stock of
the  Corporation  ranking junior to the Series B Preferred Stock as to dividends
and upon liquidation, dissolution and winding up).

                  (i) All shares of Series B Preferred  Stock redeemed  pursuant
to this  Section  4.5.3  shall be retired and shall be restored to the status of
authorized and unissued  shares of Preferred  Stock,  without  designation as to
series,  and  subject  to  the  applicable  limitations  set  forth  herein  may
thereafter be reissued as shares of any series of Preferred Stock.

         Section 4.5.4    Voting Rights.

                  (a) The  holders  of record  of  shares of Series B  Preferred
Stock shall not be entitled to any voting rights except as hereinafter  provided
in this Section  4.5.4 or as otherwise  provided by law. The  Corporation  shall
not,  without  the  affirmative  vote or  consent  of the  holders of at least a
majority of the shares of the Series B Preferred Stock  outstanding at the time,
given in person or by proxy,  either in writing or at a meeting  (such  Series B
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 B Preferred  Stock as to  dividends or upon
liquidation, dissolution or winding up or the Excess Series B Preferred Stock as
to the  distribution  terms upon  liquidation,  dissolution  or  winding  up, or
reclassify any authorized  capital stock into any such senior stock,  or create,
authorize or issue any obligation or security convertible into or evidencing the
right to purchase any such  Capital  Stock;  or (ii) amend,  alter or repeal the
provisions of these Amended and Restated Articles of  Incorporation,  whether by
merger, consolidation or otherwise, so as to materially and adversely affect any
right, preference,  privilege or voting power of the Series B 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 B Preferred  Stock or any other series of Preferred  Stock,  in each case
ranking on a parity with or junior to the Series B 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 B Preferred
Stock shall be in arrears  for six (6) or more  consecutive  quarterly  periods,
then the holders of Series B Preferred Stock, voting separately as a class (with
any such other series as provided in Section 4.5.4(f)
<PAGE>
below),  shall be entitled at the next annual meeting of the  stockholders or at
any special  meeting called as hereinafter  provided 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 described under Section 4.5.4(b)
shall  become  exercisable,  such right may be exercised  initially  either at a
special  meeting  of  the  holders  of  Series  B  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 B  Preferred  Stock.  Such right of the
holders of Series B Preferred  Stock to elect  directors may be exercised  until
all  dividends to which the holders of Series B Preferred  Stock shall have been
entitled for all previous Dividend Periods and the current Dividend Period shall
have been paid in full or declared and a sum of money sufficient for the payment
thereof  set aside for  payment,  at which the time the right of the  holders of
Series B 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 B Preferred  Stock, as described in Section
4.5.4(f), that shall not have then expired.

                  (d) At any time when the voting right  described under Section
4.5.4(b) shall become exercisable in the holders of Series B Preferred Stock and
if such right shall not already have been initially exercised,  a proper officer
of the  Corporation  shall,  upon the written request of holders of record of at
least ten percent  (10%) of the shares of Series B Preferred  Stock,  and of any
other series of Preferred  Stock entitled to vote on such matter as described in
Section  4.5.4(f),   then  outstanding,   addressed  to  the  Secretary  of  the
Corporation, call a special meeting of holders of Series B Preferred Stock. Such
meeting shall be held at the earliest  practicable date upon the notice required
for annual  meetings of stockholders at the place for holding annual meetings of
stockholders  of the  Corporation  or,  if none,  at a place  designated  by the
Secretary of the Corporation.  If such meeting shall not be called by the proper
officers 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 B Preferred  Stock,  and of other  preferred  stock entitled to
vote on such matter as  described  in Section  4.5.4(f),  then  outstanding  may
designate  in  writing  a holder  of  Series  B  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 at the place of holding annual
meetings of the Corporation  or, if none, at a place  designated by such holder.
Any holder of Series B  Preferred  Stock that would be  entitled to vote at such
meeting shall have access to the stock books of the
<PAGE>
Corporation  for the purpose of causing a meeting of  stockholders  to be called
pursuant  to the  provisions  of  this  Section  4.5.4(d).  Notwithstanding  the
provisions of this Section 4.5.4(d),  however,  no such special meeting shall be
called if any such  request is received  less than 90 days before the date fixed
for the next ensuing annual or special meeting of stockholders.

                  (e) If any  director  so  elected  by the  holders of Series B
Preferred  Stock shall cease to serve as a director  before such director's term
shall expire,  the holders of Series B Preferred  Stock (and any other series of
Preferred  Stock,  if any,  entitled to vote on such  matter,  as  described  in
Section  4.5.4(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 Series B  Preferred
Stock are entitled to elect  directors  pursuant to the foregoing  provisions of
this  Section  4.5.4,  the  holders  of any one or  more  additional  series  of
Preferred  Stock are  entitled  to elect  directors  by reason of any default or
event specified in these Amended and Restated Articles of  Incorporation,  as in
effect at the time, or 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 Series B Preferred Stock
and of all such other series then entitled so to vote, voting as a class,  shall
elect such directors.  If the holders of any such other series have elected such
directors prior to the happening of the default or event  permitting the holders
of Series B 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 elsewhere required in Section 4.5.4(d) above, then a new election
shall be held with all such  other  series of  Preferred  Stock and the Series B
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 any such other  series are
entitled to elect in excess of two directors, the Series B 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 Series B Preferred  Stock;  provided that, if at the expiration
of such terms,  the holders of Series B Preferred  Stock are entitled to vote in
the election of directors pursuant to the provisions of this Section 4.5.4, 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
4.5.4(c)  above) of  holders  of Series B  Preferred  Stock for the  purpose  of
electing  replacement  directors  (in  accordance  with the  provisions  of this
Section  4.5.4) 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 B  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 5.2.
<PAGE>
                  (h) Subject to Sections  4.5.4(a) and 4.6.4,  in any matter in
which the Series B  Preferred  Stock may vote,  including  any action by written
consent,  each share of Series B  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 B  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 4.5.5    Ranking.

                  The Series B Preferred  Stock shall,  with respect to dividend
rights and distributions upon liquidation, dissolution, and winding up, rank (i)
senior to the  Common  Stock,  the Excess  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 Capital  Stock of such series rank junior to such
Series B Preferred Stock with respect to dividend rights or  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 rank on a parity with the Series B
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 the Series A Preferred  Stock, the Excess
Series A Preferred Stock (as to distribution  upon  liquidation,  dissolution or
winding up) and all other Capital Stock issued by the  Corporation  the terms of
which specifically provide that the shares rank senior to the Series B 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 at least a majority of the outstanding shares of Series B Preferred
Stock).  The Series B Preferred Stock ranks on a parity with the Excess Series B
Preferred Stock with respect to distributions upon liquidation,  dissolution, or
winding up.

         Section 4.5.6    Conversion Rights.

         Subject  to any  other  provisions  of this  Article  IV and  Article V
hereof,  the holders of shares of Series B 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 B 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
$20.90  per share of Common  Stock (as such price may be  adjusted  from time to
time, the "Conversion Price"). For purposes of this Section 4.5.6, references to
shares of Series B  Preferred  Stock shall apply  equally to  fractional  shares
thereof. The
<PAGE>
Conversion Price shall be subject to adjustment from time to time as hereinafter
provided.  For  purposes  of such  conversion,  each share of Series B 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
B 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 B  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 B  Redemption  Price.  In the event of default in the  payment of the
Series B  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 B  Preferred  Stock
into  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 B 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 B  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 B 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 B  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 B  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 Common Stock as of such
date.

                  (c) In the case of any share of Series B Preferred Stock which
is converted  after any Record Date with respect to the payment of a dividend on
the  Series B  Preferred  Stock  and on or prior to the  corresponding  Series B
Dividend  Payment Date, the dividend due on such Series B Dividend  Payment Date
shall be payable on such Series B Dividend  Payment Date to the holder of record
of such shares on such preceding  Record Date  notwithstanding  such conversion.
Shares of Series B Preferred Stock  surrendered for conversion during the period
from the close of business
<PAGE>
on any Record  Date with  respect to the  payment of a dividend  on the Series B
Preferred Stock next preceding any Series B Dividend Payment Date to the opening
of business on such Series B Dividend  Payment Date shall (except in the case of
shares of Series B Preferred  Stock which have been called for  redemption  on a
Series B 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 Series B Dividend  Payment Date on
the shares of Series B Preferred Stock being  surrendered  for  conversion.  The
dividend  with  respect  to a share  of  Series B  Preferred  Stock  called  for
redemption  on a Series B  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 B Preferred  Stock next preceding any dividend  payment to the opening of
business on such Series B Dividend  Payment Date shall be payable on such Series
B Dividend  Payment  Date to the  holder of record of such share on such  Record
Date,  notwithstanding  the conversion of such share of Series B Preferred Stock
after such Record Date and prior to such Series B Dividend Payment Date, and the
holder  converting  such share of Series B Preferred Stock called for redemption
need not include a payment of such dividend  amount upon surrender of such share
of Series B Preferred Stock for conversion.

                  (d) No fractional  shares of Common Stock shall be issued upon
conversion of any shares of Series B Preferred  Stock. If more than one share of
Series B 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 B  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  4.5.6(e)(vi)  below,  on the date on which the  shares of
Series B Preferred Stock are 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  constituting  such
               dividend or othe 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 shares held in the treasury of the
               Corporation 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 shares of Common  Stock held in the  treasury of
               the Corporation.
<PAGE>
          (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  shar  (determined  as
               provided in Section  4.5.6(e)(vi)  below) of the Common  Stock on
               the date fixed for the determination of stockholders  entitled to
               receive  such  rights  or  warrants  (other  than  pursuant  to a
               dividend  reinvestment  plan),  the Conversion Price in effect at
               the opening of business on the day  following  the date fixed for
               such   determination   shall  be  reduced  by  multiplying   such
               Conversion  Price by a fraction of which the  numerator  shall be
               the number of shares of Common Stock  outstanding at the close of
               business on the date fixed for such determination plus the number
               of shares of Common  Stock which the  aggregate  of the  offering
               price of the total  number of shares of Common  Stock so  offered
               for  subscription  or purchase  would  purchase  at such  current
               market  price  (determined  as provided  in Section  4.5.6(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  4.5.6(e)(ii),  the number of shares of
               Common  Stock at any time  outstanding  shall not include  shares
               held in the treasury of the  Corporation 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 Common Stock
               held in the  treasury  of the  Corporation  during  the period so
               held.

          (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 4.5.6(e)(ii) above,
               (2) any dividend described in Section 4.5.6(e)(ix) below, and (3)
               any dividend or distribution  referred to in Section  4.5.6(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 4.5.6(e)(vi) below)
<PAGE>
               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 B
               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 4.5.6, 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 4.5.6(g) below applies)
               shall be deemed to involve (A) a distribution  of such securities
               other than Common  Stock to all holders of Common  Stock (and the
               effective  date of such  reclassification  shall be  deemed to be
               "the date fixed for the determination of stockholders entitled to
               receive  such   distribution"   and  the  "date  fixed  for  such
               determination" within the meaning of Section 4.5.6(e)(iv) 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 4.5.6(e)(iii) above.

          (vi) For the purpose of any computation under Section 4.5.6(e)(ii) 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 30 consecutive  trading days commencing 45 trading
               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 New
               York Stock  Exchange,  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 New York Stock Exchange  member firm selected from
               time to time by the Board of Directors for that purpose.

          (vii)Notwithstanding  the  foregoing,  no adjustment in the Conversion
               Price for the Series B 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  4.5.6(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 4.5.6 shall be
               made to the  nearest  cent or to the nearest  one-hundredth  of a
               share, as the case may be.
<PAGE>
          (viii) In the event of a distribution  of evidences of indebtedness or
               other assets (as described in Section 4.5.6(e)(iv)) or a dividend
               to all  holders  of  Common  Stock of  rights  to  subscribe  for
               additional shares of the Corporation's  Capital Stock (other than
               those referred to in Section 4.5.6(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  since the Initial  Issue Date,  after
               deducting cumulative dividends or other distributions (A) paid in
               respect of all classes of Capital Stock of the Corporation and in
               respect of Units held by persons  other than the  Corporation  or
               (B) accrued in respect of Series B Preferred  Stock and any other
               shares of Preferred Stock of the Corporation  ranking on a parity
               with or senior to the Series B Preferred  Stock as to  dividends,
               in each case since the Initial  Issue  Date).  For this  purpose,
               "Funds from Operations of the Operating  Partnership"  shall mean
               net income (loss) (computed in accordance with generally accepted
               accounting principles consistently applied),  excluding gains (or
               losses)  from  debt  restructuring  and sales of  property,  plus
               depreciation  and  amortization  of,  and after  adjustments  for
               unconsolidated  partnerships  and joint ventures of the Operating
               Partnership.

                  (f) Whenever the Conversion  Price shall be adjusted as herein
provided (i) the Corporation shall forthwith make available at the office of the
transfer  agent for the  Series B  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  B  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 B Preferred Stock shall,  notwithstanding  anything in this Section 4.5.6
to the contrary,  have the right, after such consolidation,  merger, sale, lease
(other than in the ordinary  course of  business),  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
(other than in the ordinary course of business),
<PAGE>
  conveyance  or  exchange  for the number of shares of Common  Stock that would
have been issued to such holder had such shares of Series B Preferred Stock been
converted  immediately prior to such consolidation,  merger,  sale, lease (other
than in the ordinary course of business), conveyance or exchange. The provisions
of this Section  4.5.6(g) shall  similarly  apply to successive  consolidations,
mergers,  sales,  leases  (other  than  in the  ordinary  course  of  business),
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 B 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 B 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  4.5.6(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  Common Stock the full number of
shares of Common Stock  issuable  upon the  conversion of all shares of Series B
Preferred Stock then outstanding.

                  (k)      In the event that:

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

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

                           (iii)any  capital  reorganization of the Corporation,
                                reclassification  of  the Capital  Stock of  the
                                Corporation,  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;
<PAGE>
                                the  Corporation shall cause to be mailed to the
                                holders of record of Series B Preferred Stock at
                                least 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 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 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 (other than in the ordinary course of
                                business), 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 (other than in the ordinary
                                course  of  business), conveyance,  dissolution,
                                liquidation or winding up.

         Section 4.5.7    Series B Preferred Stock Ownership Limitations.

                  (a) Except as  provided in Section  4.5.14,  during the period
commencing on the date of the closing of the Initial  Public  Offering and prior
to the Restriction Termination Date, (i) no Person shall Acquire or Beneficially
Own any shares of Series B Preferred Stock if, as the result of such Acquisition
or Beneficial  Ownership,  such Person shall  Beneficially Own shares of Capital
Stock in excess of the Series B Preferred  Stock  Ownership  Limit;  and (ii) no
Person may Acquire or Beneficially Own shares of Series B Preferred Stock to the
extent  that as a  result  of  such  Acquisition  or  Beneficial  Ownership  the
aggregate  of the shares of Common Stock  Beneficially  Owned by such holder and
the shares of Common  Stock that would be issued to such holder upon  Conversion
of all the shares of Series B Preferred  Stock then  Beneficially  Owned by such
holder,  assuming that all of the outstanding shares of Series B Preferred Stock
were  converted  into Common Stock at such time,  would exceed 9.9% of the total
shares of Common Stock of the Corporation  that would be  outstanding,  assuming
all of the  outstanding  shares of Series B Preferred  Stock were converted into
shares of Common  Stock and without  giving  effect to the exchange of any Units
for Common Stock.

                  (b) Except as  provided in Section  4.5.14,  during the period
commencing on the date of the closing of the Initial  Public  Offering and prior
to the  Restriction  Termination  Date,  any  Transfer  of  shares  of  Series B
Preferred  Stock  that,  if  effective,  would  result  in a  violation  of  the
restriction  in Section  4.5.7(a)  shall be void ab initio as to the Transfer of
that number of shares of Series B Preferred  Stock or Common Stock,  as the case
may be, that would cause the violation (rounding up to the nearest whole share),
and the intended  transferee  shall  acquire no rights in such excess  number of
shares of Series B Preferred Stock or Common Stock, as the case may be.

                  (c)  Notwithstanding  any other provisions  contained  herein,
from the date of the closing of the  Initial  Public  Offering  and prior to the
Restriction Termination Date, any Transfer of shares of Series B Preferred Stock
or other event that, if effective, would result in (i) the Corporation
<PAGE>
being "closely  held" within the meaning of Section  856(h) of  the  Code,  (ii)
the  outstanding   shares  of  the  Capital  Stock  of  the  Corporation   being
beneficially owned by less than 100 Persons (determined without reference to any
rules of attribution),  or (iii) the Corporation otherwise failing to qualify as
a REIT  (including,  but not  limited  to, a Transfer  or other event that would
result in the Corporation  owning (directly 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),
shall be void ab initio as to the  Transfer of that number of shares of Series B
Preferred  Stock  (rounding  up to the nearest  whole share) or other event that
would cause the  Corporation  to be "closely held" within the meaning of Section
856(h) of the Code, would result in the outstanding  shares of the Capital Stock
of the Corporation being beneficially owned by less than 100 Persons (determined
without reference to any rules of attribution), or would otherwise result in the
Corporation  failing to qualify as a REIT,  and the  intended  transferee  shall
Acquire,  or the Beneficial Owner shall retain, as the case may be, no rights in
such shares of Series B Preferred Stock.

         Section  4.5.8  Remedies  for Breach.  If the Board of Directors 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
4.5.7 or that a Person intends to Acquire or has attempted to Acquire Beneficial
Ownership  of any shares of Series B  Preferred  Stock in  violation  of Section
4.5.7 (whether or not such  violation is intended),  the Board of Directors or a
committee  thereof shall take such action as it or they deem advisable,  subject
to Section 5.3 hereof,  to refuse to give effect to or to prevent such  Transfer
or other event,  including,  but not limited to, 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  Ownership,  in
violation of Section 4.5.7 shall be void ab initio and  automatically  result in
the  exchange  described  in  Section  4.5.9,  irrespective  of any  action  (or
non-action) by the Board of Directors or a committee thereof.

         Section  4.5.9  Exchange  For  Excess  Series B  Preferred  Stock.  If,
notwithstanding the other provisions  contained in this Section 4.5, at any time
after the date of the closing of the Initial  Public  Offering  and prior to the
Restriction  Termination Date, there is a purported Transfer or other event such
that one or more of the restrictions on Beneficial Ownership and Transfer of the
Series B Preferred  Stock  described in Section  4.5.7 would be violated,  then,
except as otherwise provided in Section 4.5.14, the shares of Series B Preferred
Stock being Transferred (or, in the case of an event other than a Transfer,  the
shares of Series B Preferred Stock Beneficially  Owned, which would cause one or
more of such  restrictions  to be  violated)  (rounded up to the  nearest  whole
share) shall be automatically  exchanged for an equal number of shares of Excess
Series B Preferred  Stock.  Such exchange  shall be effective as of the close of
business on the  business  day prior to the date of such  purported  Transfer or
other event.

         Section 4.5.10 Notice of Restricted  Transfer.  Any Person who Acquires
or  attempts  or  intends  to  Acquire  shares  of Series B  Preferred  Stock in
violation of Section 4.5.7 or any Person who is a transferee in a Transfer or is
otherwise affected by an event other than a Transfer that results
<PAGE>
in the issuance of Excess Series B Preferred  Stock  pursuant to Section  4.5.9,
shall  immediately  give written  notice to the  Corporation of such 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
Transfer  or  attempted,  intended or  purported  Transfer or other event on the
Corporation's status as a REIT.

         Section 4.5.11 Owners Required To Provide Information. From the date of
the  closing  of the  Initial  Public  Offering  and  prior  to the  Restriction
Termination Date:

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

                  (b)  each  Person  who  is a  Beneficial  Owner  of  Series  B
Preferred  Stock and each Person  (including  the  stockholder of record) who is
holding  Series B Preferred  Stock for a Beneficial  Owner shall  provide to the
Corporation such information that the Corporation may request, in good faith, in
order to determine the Corporation's status as a REIT.

         Section  4.5.12  Remedies Not  Limited.  Subject to Section 5.2 nothing
contained  in this  Section  4.5  shall  limit  the  authority  of the  Board of
Directors  to take such  other  action as it deems  necessary  or  advisable  to
protect the Corporation and the interests of its  stockholders in preserving the
Corporation's status as a REIT.

         Section  4.5.13  Ambiguity.   In  the  case  of  an  ambiguity  in  the
application  of any of the  provisions  of this  Section  4.5 or any  definition
contained  in  Section  4.2,  the  Board of  Directors  shall  have the power to
determine the  application of the provisions of this Section 4.5 with respect to
any situation based on the facts known to it.

         Section 4.5.14   Exceptions.

                  (a) Subject to Section  4.5.7(c),  the Board of Directors,  in
its sole  discretion,  may  exempt a Person  from the Series B  Preferred  Stock
Ownership  Limit (A) if such Person is not an individual for purposes of Section
542(a)(2)  of the Code and the Board of Directors  obtains such  representations
and undertakings from such Person as are reasonably  necessary to ascertain that
no such individual's  Beneficial  Ownership of such shares of Series B Preferred
Stock will  violate the Series B Preferred  Stock  Ownership  Limit or otherwise
violate Section 4.5.7(c), (B) if such Person
<PAGE>
does not and represents that it will not own,  directly or  Constructively  more
than a 9.9%  interest  (as set forth in Section  856(d)(2)(B)  of the Code) in a
tenant of the  Corporation (or a tenant of any entity owned or controlled by the
Corporation)  and the  Board  of  Directors  obtains  such  representations  and
undertakings  from such Person as are  reasonably  necessary to  ascertain  this
fact,  and (C) if such Person agrees that any violation of such  representations
or undertaking (or other action which is contrary to the restrictions  contained
in this Sections 4.5.7 through 4.5.13 of this Article IV) or attempted violation
will  result in such  shares of Series B Preferred  Stock  being  exchanged  for
Excess Series B Preferred Stock in accordance with Section 4.5.9.

                  (b)  Prior to  granting  any  exception  pursuant  to  Section
4.5.14(a) of this Article IV, the Board of Directors shall 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.

         Section 4.5.15   Legend.  Each certificate for Series B Preferred
                           Stock shall bear the following legend:

         "The shares represented by this certificate are subject to restrictions
         on   Beneficial   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   Amended  and  Restated  Articles  of
         Incorporation,  no Person shall (i)(x) Acquire or Beneficially  Own any
         shares of the Corporation's Series B Preferred Stock if, as a result of
         such   Acquisition   or   Beneficial   Ownership,   such  person  shall
         Beneficially Own shares of the Corporation's Capital Stock in excess of
         9.9% of the value of the Corporation's outstanding Capital Stock or (y)
         Acquire or  Beneficially  Own shares of Series B Preferred Stock to the
         extent that as a result of such  Acquisition  or Beneficial  Ownership,
         shares of the Corporation's Common Stock held by such person,  assuming
         Conversion of such Person's Series B Preferred Stock into Common Stock,
         would  exceed  9.9% of the  outstanding  Common  Stock,  assuming  such
         Conversion of such Person's Series B Preferred Stock into Common Stock;
         or (ii)  Beneficially Own Series B Preferred Stock or Common Stock that
         would result in the  Corporation  being  "closely  held" under  Section
         856(h) of the Code.  Any Person who  Beneficially  Owns or  attempts to
         Beneficially  Own shares of Series B  Preferred  Stock or Common  Stock
         which  causes or will  cause a Person  to  Beneficially  Own  shares of
         Series  B  Preferred  Stock or  Common  Stock in  excess  of the  above
         limitations  must immediately  notify the Corporation.  Any Transfer of
         shares of Series B Preferred  Stock in violation of the limitations set
         forth  in  the   Corporation's   Amended  and   Restated   Articles  of
         Incorporation  shall be void ab initio. If the restrictions on Transfer
         are violated, the shares of Series B Preferred
<PAGE>
         Stock represented hereby will be automatically  exchanged for shares of
         Excess  Series B  Preferred  Stock  which  will be held in trust by the
         Corporation.  All  capitalized  terms in this legend have the  meanings
         defined  in  the   Corporation's   Amended  and  Restated  Articles  of
         Incorporation,  as the same may be amended from time to time, a copy of
         which,  including the  restrictions  on transfer,  will be sent without
         charge to each holder of Series B Preferred Stock who so requests."

EXCESS SERIES B PREFERRED STOCK

         Section 4.6.1 Ownership in Trust. Upon any purported  Transfer or other
event that results in an exchange of Series B Preferred  Stock for Excess Series
B Preferred  Stock  pursuant to Section  4.5.9,  such Excess  Series B Preferred
Stock shall be deemed to have been Transferred to the Corporation, as Trustee of
a Trust for the exclusive benefit of the Beneficiary or Beneficiaries to whom an
interest  in such Trust may later be  transferred  pursuant  to  Section  4.6.5.
Shares of Excess  Series B Preferred  Stock so held in trust shall be issued and
outstanding  stock of the  Corporation  but shall not be  considered  issued and
outstanding  for  purposes  of  any  stockholder   vote.  The  Purported  Record
Transferee or, in the case of Excess Series B Preferred  Stock resulting from an
event other than a Transfer,  the Purported Record Holder,  shall have no rights
in such  Excess  Series B  Preferred  Stock  except  the  right to  designate  a
transferee of such Excess Series B Preferred  Stock upon the terms  specified in
Section  4.6.5.  The Purported  Beneficial  Transferee or, in the case of Excess
Series B Preferred  Stock  resulting  from an event  other than a Transfer,  the
Purported  Beneficial  Holder,  shall  have no  rights in such  Excess  Series B
Preferred Stock except as provided in Section 4.6.5.

         Section 4.6.2 Dividend  Rights.  Excess Series B Preferred  Stock shall
not be entitled to any  dividends  or periodic  distributions.  Any  dividend or
distribution  paid prior to the  discovery  by the  Corporation  that  shares of
Series B Preferred Stock have been exchanged for Excess Series B Preferred Stock
shall be repaid to the Corporation upon demand, and any dividend or distribution
declared  but unpaid  shall be  rescinded as void ab initio with respect to such
shares of Series B Preferred Stock.

         Section 4.6.3 Rights Upon Liquidation. In the event of any voluntary or
involuntary  liquidation,  dissolution or winding up of, or any  distribution of
the assets of, the Corporation,  the Corporation,  as holder of shares of Excess
Series B Preferred Stock in trust,  shall be entitled to receive that portion of
the assets of the  Corporation  which a holder of the Series B  Preferred  Stock
that was  exchanged  for such Excess  Series B  Preferred  Stock would have been
entitled to receive had the Series B Preferred Stock remained  outstanding.  The
Corporation,  as holder of the Excess Series B Preferred  Stock in trust,  or if
the  Corporation  shall  have  been  dissolved,  any  trustee  appointed  by the
Corporation  prior  to  its  dissolution,   shall  distribute   ratably  to  the
Beneficiaries  of the Trust,  when and if determined in accordance  with Section
4.6.5,  any such  assets  received  in respect of the Excess  Series B Preferred
Stock in any  liquidation,  dissolution or winding up of, or any distribution of
the assets, of the Corporation.
<PAGE>
         Section 4.6.4 Voting  Rights.  The holders of shares of Excess Series B
Preferred Stock shall not be entitled to vote on any matters (except as required
by the MGCL).

         Section 4.6.5    Restrictions on Transfer; Designation of Beneficiary.

                  (a)   Excess   Series  B   Preferred   Stock   shall   not  be
transferrable.  A Purported Record Transferee or, in the case of Excess Series B
Preferred  Stock  resulting  from an event  other than a  Transfer,  a Purported
Record Holder,  may freely  designate a Beneficiary of its interest in the Trust
(representing  the number of shares of Excess  Series B Preferred  Stock held by
the Trust attributable to the purported Transfer or other event that resulted in
the  issuance of such Excess  Series B  Preferred  Stock),  if (i) the shares of
Excess  Series B Preferred  Stock held in the Trust would not be Excess Series B
Preferred  Stock  in the  hands  of such  Beneficiary  and  (ii)  the  Purported
Beneficial  Transferee  or,  in the  case of  Excess  Series B  Preferred  Stock
resulting from an event other than a Transfer,  the Purported Beneficial Holder,
does not receive  consideration  for the  designation of such  Beneficiary  that
reflects a price per share for such Excess Series B Preferred Stock that exceeds
the "Series B Preferred Stock  Limitation  Price".  The Series B Preferred Stock
Limitation  Price is the lesser of (A) in the case of Excess  Series B Preferred
Stock  resulting  from a  Transfer  for  value,  the price  per  share  that the
Purported  Beneficial  Transferee  paid for the Series B Preferred  Stock in the
purported  Transfer  that  resulted  in the  issuance  of the  Excess  Series  B
Preferred  Stock,  or, in the case of Excess Series B Preferred  Stock resulting
from (I) a  Transfer  other  than for value  (such as a gift,  devise or similar
Transfer) or (II) an event other than a Transfer, a price per share equal to the
Market Price of the Series B Preferred  Stock that was exchanged for such Excess
Series B Preferred  Stock on the date of the  purported  Transfer or other event
that  resulted in the issuance of the Excess  Series B Preferred  Stock or (B) a
price per share equal to the Market Price of the Excess Series B Preferred Stock
on the date of the  designation of the Beneficiary of the interest in the Trust.
Prior to any  transfer  of any  interest  in the  Trust,  the  Purported  Record
Transferee  or Purported  Record  Holder,  as the case may be, must give advance
notice to the Corporation of the intended transfer and the Corporation must have
waived in writing its purchase  rights under Section 4.6.6.  Upon Transfer of an
interest in the Trust,  the  corresponding  shares of Excess  Series B Preferred
Stock in the  Trust  shall be  automatically  exchanged  for an equal  number of
shares of Series B Preferred  Stock and such shares of Series B Preferred  Stock
shall be transferred  of record to the  Beneficiary of the interest in the Trust
designated by the  Purported  Record  Transferee  or Purported  Record Holder as
described  above if such Series B Preferred  Stock would not be Excess  Series B
Preferred Stock in the hands of such Beneficiary.

                  (b) Notwithstanding the foregoing,  if a Purported  Beneficial
Transferee  or  Purported  Beneficial  Holder  receives  consideration  for  the
designation by the Purported  Record  Transferee or Purported Record Holder of a
Beneficiary of an interest in the Trust that exceeds the Limitation  Price, such
Purported  Beneficial  Transferee or Purported  Beneficial  Holder shall pay, or
cause the  Beneficiary  of the interest in the Trust to pay, to the  Corporation
the amount by which such  consideration  exceeds  the Series B  Preferred  Stock
Limitation Price.
<PAGE>
         Section  4.6.6  Purchase  Right in  Excess  Series B  Preferred  Stock.
Notwithstanding  Section 4.6.5,  shares of Excess Series B Preferred Stock shall
be deemed to have been offered for sale to the Corporation,  or its designee, at
a price per share equal to the Series B  Preferred  Stock  Limitation  Price (as
determined by substituting "the date on which the Corporation,  or its designee,
accepts the offer to sell" for "the date of the  designation of the  Beneficiary
of the  interest  in the  Trust" in  clause  (B) of the  definition  of Series B
Preferred Stock Limitation  Price in Section  4.6.5(a)).  The Corporation  shall
have the right to accept  such offer for a period of ninety days after the later
of (i) the date of the Transfer or other event which resulted in the issuance of
such  Excess  Series B  Preferred  Stock  and (ii) if the  Corporation  does not
receive actual notice of a Transfer or other event  pursuant to Section  4.5.10,
the date the Board of Directors determines in good faith that such a Transfer or
other event  resulting  in the issuance of Excess  Series B Preferred  Stock has
occurred.

         Section 4.6.7 Ranking.  The Excess Series B Preferred Stock shall rank,
with respect to distributions upon liquidation,  dissolution, or winding up, (i)
senior to the  Common  Stock,  the Excess  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 Capital  Stock of such series rank junior to the
Excess Series A Preferred Stock with respect to distributions  upon liquidation,
dissolution, or winding up of the Corporation;  (ii) on a parity with the Series
B Preferred  Stock and all Capital Stock issued by the  Corporation the terms of
which  specifically  provide  that the  Capital  Stock of such  series rank on a
parity with the Excess  Series B Preferred  Stock with respect to  distributions
upon  liquidation,  dissolution,  or  winding up of the  Corporation  or make no
specific  provision as to their  ranking;  and (iii) junior to all Capital Stock
Issued by the  Corporation  the  terms of which  specifically  provide  that the
Capital Stock of such series rank senior to the Excess Series B Preferred  Stock
with respect to distributions  upon liquidation,  dissolution,  or winding up of
the  Corporation  (the issuance of which must have been approved by a vote of at
least a majority of the outstanding shares of Series B Preferred Stock).

         Section  4.6.8.  Corporation  Induced  Events:  Redemption  of Series B
Preferred  Stock  in  Certain  Circumstances.  Notwithstanding  anything  to the
contrary in Section  4.5.3,  prior to the  Restriction  Termination  Date,  if a
purported Transfer,  change in the capital structure of the Corporation or other
event would result in a violation of one or more of the  restrictions in Section
4.5.7 and such  violation  would not occur but for the occurrence of one or more
Corporation  Induced  Events then,  immediately  prior to the occurrence of such
Transfer,  change in the capital structure of the Corporation or other event, an
amount of Series B Preferred  Stock  (rounded up to the nearest  one-tenth  of a
share) shall be automatically  redeemed by the Corporation from the actual owner
of Series B Preferred Stock which is  Beneficially  Owned by any Person who (but
for this  Section  4.6.8)  would  Beneficially  Own Series B Preferred  Stock in
violation  of one or  more  of the  restrictions  in  Section  4.5.7  after  the
occurrence of the Transfer,  change in the capital  structure of the Corporation
or other event.  The redemption  price of each share of Series B Preferred Stock
automatically redeemed pursuant to this Section 4.6.8 shall be (i) the price per
share paid for the  Series B  Preferred  Stock in the  purported  Transfer  that
resulted in the redemption, or (ii) if the Transfer or other event that resulted
in the  redemption  were not a transaction  in which the full value was paid for
such Series
<PAGE>
B Preferred  Stock,  a price per share equal to the Market  Price on the date of
the purported Transfer or other event that resulted in the redemption. In either
case,  dividends  which were  accrued  but unpaid with  respect to the  redeemed
shares as of the date of the purported  Transfer or other event that resulted in
the redemption shall be paid. Any dividend or other  distribution  paid prior to
the discovery of the  Corporation  that shares of Series B Preferred  Stock have
been  automatically   redeemed  by  the  Corporation  shall  be  repaid  to  the
Corporation upon demand.

SERIES C PREFERRED STOCK

         Section 4.7.1  Dividends.

                  (a) Subject to the preferential rights of the Company's Series
A Preferred  Stock,  Series B Preferred Stock and any other Preferred Stock that
ranks  senior in the  payment of  dividends  to Series C  Preferred  Stock,  the
holders of Series C Preferred  Stock shall be entitled to receive,  when, as and
if declared by the Board of Directors,  out of funds  legally  available for the
payment of dividends,  cumulative  preferential  dividends payable in cash in an
amount  per share  equal to the  greater  of (i) the rate of $1.18 per annum per
share or (ii) the regular cash  dividends  (determined on each Series C Dividend
Payment Date) on the Common  Stock,  or portion  thereof,  into which a share of
Series C Preferred  Stock is  convertible.  The dividends  referred to in clause
(ii) of the preceding sentence shall equal the number of shares of Common Stock,
or  portion  thereof,  into  which a share of Series C  Preferred  Stock will be
convertible  on or after the Series C Conversion  Date,  multiplied  by the most
current  quarterly  dividend  on a  share  of  Common  Stock  on or  before  the
applicable  Series C Dividend  Payment Date. If the  Corporation  pays a regular
cash  dividend on the Common  Stock with  respect to a Series C Dividend  Period
after the date on which the Series C Dividend Payment Date is declared  pursuant
to clause  (ii) of the  definition  of Series C  Dividend  Payment  Date and the
dividend  calculated  pursuant to clause (ii) of this paragraph (a) with respect
to such  Series C  Dividend  Period  is  greater  than the  dividend  previously
declared on the Series C Preferred  Stock with respect to such Series C Dividend
Period,  the Corporation shall pay an additional  dividend to the holders of the
Series C Preferred  Stock on the date on which the  dividend on the Common Stock
is  paid,  in an  amount  equal  to the  difference  between  (y)  the  dividend
calculated  pursuant to clause (ii) of this  paragraph (a) and (z) the amount of
dividends  previously  declared on the Series C Preferred  Stock with respect to
such Series C Dividend Period.  The dividends shall begin to accrue and shall be
fully cumulative from the first day of the applicable  Series C Dividend Period,
whether or not in any Series C Dividend  Period or Periods  there shall be funds
of the  Corporation  legally  available for the payment of such  dividends,  and
shall be payable quarterly,  when, as and if declared by the Board of Directors,
in arrears on Series C  Dividend  Payment  Dates.  Each such  dividend  shall be
payable in arrears to the holders of record of Series C Preferred  Stock as they
appear in the records of the Corporation at the close of business on such record
dates,  not less than 10 nor more than 50 days  preceding such Series C Dividend
Payment Dates thereof, as shall be fixed by the Board of Directors.  Accrued and
unpaid dividends for any past Series C Dividend Periods may be declared and paid
at any time and for such  interim  periods,  without  reference  to any  regular
Series C Dividend Payment Date, to holders of record on such date, not less than
10 nor more than 50 days preceding the payment date thereof,  as may be fixed by
the Board of Directors. Any dividend
<PAGE>
payment  made on Series C Preferred  Stock  shall first be credited  against the
earliest  accrued  but unpaid  dividend  due with  respect to Series C Preferred
Stock which remains payable.

                  (b) The  amount of  dividends  referred  to in  clause  (i) of
Section  4.7.1(a) payable for each full Series C Dividend Period on the Series C
Preferred  Stock shall be computed by dividing the annual dividend rate by four.
The  initial  Series C Dividend  Period for any  Series C  Preferred  Stock will
include a partial dividend for the period from the applicable Initial Issue Date
until the last day of the calendar  quarter  immediately  following such Initial
Issue Date. The amount of dividends payable for such period, or any other period
shorter than a full Series C Dividend  Period,  on the Series C Preferred  Stock
shall be computed by dividing the number of days in such period by 365.  Holders
of Series C Preferred  Stock shall not be  entitled  to any  dividends,  whether
payable in cash,  property  or shares,  in excess of  cumulative  dividends,  as
herein provided,  on the Series C Preferred Stock. No interest,  or sum of money
in lieu of  interest,  shall be payable in  respect of any  dividend  payment or
payments on the Series C Preferred Stock which may be in arrears.

                  (c) So long as any Series C Preferred  Stock are  outstanding,
no dividends,  except as described in the immediately following sentence,  shall
be  declared  or paid or set apart for  payment on any class or series of Parity
Shares  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 C Preferred  Stock for
all Series C Dividend  Periods  terminating on or prior to the Series C Dividend
Payment Date on such class or series of Parity  Shares.  When  dividends are not
paid in  full  or a sum  sufficient  for  such  payment  is not  set  apart,  as
aforesaid,  all  dividends  declared  upon  Series  C  Preferred  Stock  and all
dividends  declared  upon any other  class or series of Parity  Shares  shall be
declared   ratably  in  proportion  to  the  respective   amounts  of  dividends
accumulated  and  unpaid on the Series C  Preferred  Stock and  accumulated  and
unpaid on such Parity Shares.

                  (d) So long as any Series C Preferred  Stock are  outstanding,
no dividends (other than dividends or distributions paid solely in shares of, or
options, warrants or rights to subscribe for or purchase shares of, Fully Junior
Shares) shall be declared or paid or set apart for payment or other distribution
shall be declared or made or set apart for payment upon Junior Shares, nor shall
any Junior  Shares be redeemed,  purchased or otherwise  acquired  (other than a
redemption,  purchase or other  acquisition of Common Stock made for purposes of
an employee  incentive or benefit plan of the Corporation or any subsidiary) for
any consideration (or any moneys be paid to or made available for a sinking fund
for the  redemption  of any  Junior  Shares)  by the  Corporation,  directly  or
indirectly  (except by  conversion  into or exchange for Fully  Junior  Shares),
unless in each case (i) the full cumulative  dividends on all outstanding Series
C Preferred Stock and any other Parity Shares of the Corporation shall have been
or contemporaneously are declared and paid or declared and set apart for payment
for all past Series C Dividend  Periods  with  respect to the Series C Preferred
Stock and all past Series C Dividend  Periods with respect to such Parity Shares
and (ii) sufficient funds shall have been or contemporaneously  are declared and
paid or declared  and set apart for the payment of the  dividend for the current
Series C Dividend  Period with  respect to the Series C Preferred  Stock and the
current dividend period with respect to such Parity Shares.
<PAGE>
                  (e) No  distributions  on Series C  Preferred  Stock  shall be
declared  by the Board of  Directors  or paid or set apart  for  payment  by the
Corporation  at such time as the terms and  provisions  of any  agreement of the
Corporation,  including any agreement  relating to its  indebtedness,  prohibits
such  declaration,  payment or setting  apart for payment or provides  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.

         Section 4.7.2  Liquidation Preference.

                  (a) In the event of any liquidation, dissolution or winding up
of the  Corporation,  whether  voluntary  or  involuntary,  subject to the prior
preferences  and other rights of any series of capital stock  ranking  senior to
the Series C Preferred Stock upon liquidation, distribution or winding up of the
Corporation  (including the Series A Preferred  Stock and the Series B Preferred
Stock)  before any  payment  or  distribution  of the assets of the  Corporation
(whether  capital or  surplus)  shall be made to or set apart for the holders of
Junior Shares,  the holders of the Series C Preferred Stock shall be entitled to
receive Thirteen Dollars and Seventy-Five Cents ($13.75);  provided, however, in
the event  that the  Corporation  sells more than $75  million  of Common  Stock
during  the period  between  August 8, 1996 and  December  6, 1997 at a weighted
average price (before deducting  underwriting  discounts or commissions) of less
than $13.75 per share,  the amount the  holders of the Series C Preferred  Stock
shall be  entitled to receive  shall be adjusted to equal such price,  but in no
event less than $13.25 per share and shall  equal  $13.25 per share if less than
$75  million  of Common  Stock is sold  during  such  period  (the  "Liquidation
Preference")  per share of Series C Preferred  Stock plus an amount equal to all
dividends  (whether or not earned or declared) accrued and unpaid thereon to the
date of final  distribution  to such  holders;  but such  holders  shall  not be
entitled  to any further  payment;  provided,  that the  dividend  payable  with
respect  to  the  Series  C  Dividend  Period   containing  the  date  of  final
distribution  shall be equal to the  greater  of (i) the  dividend  provided  in
Section  4.7.1(a)(i)  or  (ii)  the  dividend  determined  pursuant  to  Section
4.7.1(a)(ii)  for  the  preceding  Series  C  Dividend  Period.   If,  upon  any
liquidation,  dissolution  or winding up of the  Corporation,  the assets of the
Corporation, or proceeds thereof,  distributable among the holders of the Series
C Preferred Stock shall be insufficient to pay in full the  preferential  amount
aforesaid and liquidating payments on any other shares of any class or series of
Parity Shares,  then such assets, or the proceeds thereof,  shall be distributed
among the holders of Series C Preferred  Stock and any such other Parity  Shares
ratably in accordance with the respective  amounts that would be payable on such
Series C Preferred Stock and any such other Parity Shares if all amounts payable
thereon  were  paid in full.  For the  purposes  of this  Section  4.7.2,  (i) a
consolidation or merger of the Corporation with one or more  corporations,  real
estate investment trusts or other entities,  (ii) a sale, lease or conveyance of
all or substantially  all of the  Corporation's  property or business or (iii) a
statutory share exchange shall not be deemed to be a liquidation, dissolution or
winding up, voluntary or involuntary, of the Corporation.

                  (b)  Subject  to the  rights of the  holders  of shares of any
series or class or classes of shares of capital  stock  ranking on a parity with
or prior to the Series C Preferred Stock upon
<PAGE>
liquidation,  dissolution  or winding up, upon any  liquidation,  dissolution or
winding up of the Corporation, after payment shall have been made in full to the
holders of the Series C Preferred  Stock, as provided in this Section 4.7.2, the
holders of Series C Preferred  Stock shall have no other claim to the  remaining
assets of the  Corporation  and any other  series or class or  classes of Junior
Shares shall,  subject to the respective  terms and provisions (if any) applying
thereto,  be  entitled  to receive  any and all assets  remaining  to be paid or
distributed,  and the  holders  of the  Series C  Preferred  Stock  shall not be
entitled to share therein.

         Section 4.7.3 Redemption at the Option of the Corporation.

                  (a) The Series C Preferred  Stock shall not be  redeemable  by
the  Corporation  prior to August 8,  2007.  On and after  August 8,  2007,  the
Corporation, at its option, may redeem the Series C Preferred Stock, in whole at
any time or from time to time in part out of funds legally available therefor at
a redemption  price payable in cash equal to 100% of the Liquidation  Preference
per share of Series C Preferred Stock (plus all accumulated,  accrued and unpaid
dividends as provided below).

                  (b) Upon any  redemption of Series C Preferred  Stock pursuant
to this  Section  4.7.3,  the  Corporation  shall  pay all  accrued  and  unpaid
dividends,  if any, thereon to the Call Date, without interest. If the Call Date
falls after a dividend payment record date and prior to the corresponding Series
C Dividend  Payment  Date,  then each holder of Series C Preferred  Stock at the
close of business on such dividend  payment record date shall be entitled to the
dividend payable on such shares on the  corresponding  Series C Dividend Payment
Date notwithstanding any redemption of such shares before such Series C Dividend
Payment Date. Except as provided above, the Corporation shall make no payment or
allowance for unpaid dividends, whether or not in arrears, on Series C Preferred
Stock called for redemption.

                  (c) If full  cumulative  dividends  on the Series C  Preferred
Stock and any other class or series of Parity Shares of the Corporation have not
been  declared  and paid or  declared  and set apart for  payment,  the Series C
Preferred  Stock may not be redeemed  under this  Section  4.7.3 in part and the
Corporation may not purchase or acquire Series C Preferred Stock, otherwise than
pursuant to a purchase  or exchange  offer made on the same terms to all holders
of Series C Preferred Stock.

                  (d) Notice of the  redemption of any Series C Preferred  Stock
under this Section 4.7.3 shall be mailed by  first-class  mail to each holder of
record of Series C  Preferred  Stock to be  redeemed at the address of each such
holder as shown on the Corporation's  records, not less than 30 nor more than 90
days prior to the Call Date.  Neither the failure to mail any notice required by
this  paragraph (d), nor any defect  therein or in the mailing  thereof,  to any
particular holder, shall affect the sufficiency of the notice or the validity of
the  proceedings  for redemption  with respect to the other  holders.  Each such
mailed notice shall state, as appropriate:  (1) the Call Date; (2) the number of
Series C Preferred  Stock to be redeemed  and, if fewer than all the shares held
by such holder are to be redeemed, the number of such shares to be redeemed from
such holder; (3) the redemption
<PAGE>
price;  (4) the place or places at which  certificates for such shares are to be
surrendered;  (5) the  then-current  Series  C  Conversion  Price;  and (6) that
dividends  on the shares to be redeemed  shall cease to accrue on such Call Date
except as otherwise  provided  herein.  Notice  having been mailed as aforesaid,
from  and  after  the Call  Date  (unless  the  Corporation  shall  fail to make
available an amount of cash necessary to effect such redemption),  (i) except as
otherwise  provided herein,  dividends on the Series C Preferred Stock so called
for redemption shall cease to accrue, (ii) such shares shall no longer be deemed
to be  outstanding,  and (iii) all rights of the  holders  thereof as holders of
Series C Preferred  Stock of the  Corporation  shall cease (except the rights to
convert and to receive the cash payable upon such  redemption,  without interest
thereon, upon surrender and endorsement of their certificates if so required and
to receive any  dividends  payable  thereon).  The  Corporation's  obligation to
provide cash in accordance with the preceding sentence shall be deemed fulfilled
if, on or before the Call Date,  the  Corporation  shall  deposit with a bank or
trust company (which may be an affiliate of the Corporation)  that has an office
in the Borough of Manhattan,  City of New York, and that has, or is an affiliate
of a  bank  or  trust  company  that  has,  capital  and  surplus  of  at  least
$50,000,000,   necessary  for  such  redemption,   in  trust,  with  irrevocable
instructions  that  such  cash be  applied  to the  redemption  of the  Series C
Preferred  Stock so called for  redemption.  No  interest  shall  accrue for the
benefit of the holders of Series C Preferred Stock to be redeemed on any cash so
set aside by the Corporation.  Subject to applicable escheat laws, any such cash
unclaimed at the end of two years from the Call Date shall revert to the general
funds of the  Corporation,  after which  reversion the holders of such shares so
called for  redemption  shall look only to the general funds of the  Corporation
for the payment of such cash.

                  As promptly as  practicable  after the surrender in accordance
with such notice of the certificates  for any such shares so redeemed  (properly
endorsed or assigned for transfer,  if the  Corporation  shall so require and if
the notice shall so state), such shares shall be exchanged for any cash (without
interest  thereon) for which such shares have been  redeemed.  If fewer than all
the  outstanding  Series C  Preferred  Stock  are to be  redeemed,  shares to be
redeemed  shall  be  selected  by the  Corporation  from  outstanding  Series  C
Preferred Stock not previously  called for redemption pro rata (as nearly as may
be), by lot or by any other method  determined  by the  Corporation  in its sole
discretion  to be  equitable.  If fewer  than all the Series C  Preferred  Stock
represented by any certificate are redeemed, then new certificates  representing
the unredeemed shares shall be issued without cost to the holder thereof.

         Section  4.7.4  Conversion.  Holders of Series C Preferred  Stock shall
have the right to convert all or a portion of such shares into Common Stock,  as
follows:

                  (a) Subject to and upon compliance with the provisions of this
Section 4.7.4, a holder of Series C Preferred Stock shall have the right, at his
or her option,  upon the earliest to occur of (i) August 8, 1998, (ii) the first
day on  which a  Change  of  Control  occurs,  (iii)  the  occurrence  of a REIT
Termination  Event,  or (iv) such date as  determined  by the  Corporation  (the
"Series C  Conversion  Date"),  to convert all or any portion of such shares (or
such shares as determined by the  Corporation  if pursuant to clause (iv) above)
into the number of fully paid and non-assessable shares of Common Stock obtained
by dividing the aggregate Liquidation Preference of such shares
<PAGE>
(inclusive of accrued but unpaid dividends) by the Series C Conversion Price (as
in  effect at the time and on the date  provided  for in the last  paragraph  of
paragraph  (b)  of  this  Section  4.7.4)  by  surrendering  such  shares  to be
converted,  such surrender to be made in the manner provided in paragraph (b) of
this Section 4.7.4;  provided,  however, that the right to convert shares called
for  redemption  pursuant  to  Section  4.7.3  shall  terminate  at the close of
business  on the  fifth  Business  Day  prior to the Call  Date  fixed  for such
redemption,  unless the Corporation  shall default in making payment of the cash
payable upon such redemption under Section 4.7.3.

                  "Change  of  Control"  means  each  occurrence  of  any of the
         following:  (i)  the  acquisition,   directly  or  indirectly,  by  any
         individual or entity or group (as such term is used in Section 13(d)(3)
         of the Exchange Act) of beneficial  ownership (as defined in Rule 13d-3
         under the Exchange Act,  except that such individual or entity shall be
         deemed  to have  beneficial  ownership  of all  shares  that  any  such
         individual  or entity has the right to acquire,  whether  such right is
         exercisable immediately or only after passage of time) of more than 25%
         of the Corporation's outstanding capital stock with voting power, under
         ordinary  circumstances,  to elect directors of the  Corporation;  (ii)
         other than with respect to the election,  resignation or replacement of
         any  director  designated,  appointed  or elected by the holders of the
         Series C Preferred  Stock  (each a  "Preferred  Director"),  during any
         period of two  consecutive  years,  individuals who at the beginning of
         such  period  constituted  the Board of  Directors  of the  Corporation
         (together  with  any new  directors  whose  election  by such  Board of
         Directors or whose  nomination for election by the  shareholders of the
         Corporation  was approved by a vote of 66 2/3% of the  directors of the
         Corporation  (excluding  Preferred  Directors) then still in office who
         were  either  directors  at the  beginning  of such  period,  or  whose
         election or nomination for election was  previously so approved)  cease
         for any reason to  constitute a majority of the Board of Directors  the
         Corporation then in office; and (iii) (A) the Corporation consolidating
         with or merging  into  another  entity or  conveying,  transferring  or
         leasing  all or  substantially  all of its assets  (including,  but not
         limited to, real property  investments) to any individual or entity, or
         (B) any corporation consolidating with or merging into the Corporation,
         which in either event (A) or (B) is pursuant to a transaction  in which
         the outstanding voting capital stock of the Corporation is reclassified
         or changed into or exchanged for cash,  securities  or other  property;
         provided,  however, that the events described in clause (iii) shall not
         be deemed to be a Change of  Control  (a) if the sole  purpose  of such
         event is that the  Corporation  is seeking to change its domicile or to
         change  its form of  organization  from a  corporation  to a  statutory
         business trust or (b) if the holders of the exchanged securities of the
         Corporation  immediately  after such  transaction  beneficially  own at
         least a majority of the securities of the merged or consolidated entity
         normally entitled to vote in elections of directors.

                  (b) In order to exercise the conversion  right,  the holder of
each share of Series C  Preferred  Stock to be  converted  shall  surrender  the
certificate   representing   such  share,  duly  endorsed  or  assigned  to  the
Corporation  or in blank,  at the office of the Transfer  Agent,  accompanied by
written notice to the Corporation that the holder thereof  irrevocably elects to
convert such Series C Preferred Stock.  Unless the shares issuable on conversion
are to be issued in the same name as the
<PAGE>
name in  which  such share of Series C Preferred Stock is registered, each share
surrendered for conversion  shall be accompanied by instruments of transfer,  in
form  satisfactory  to the  Corporation,  duly  executed  by the  holder or such
holder's duly authorized  attorney and an amount  sufficient to pay any transfer
or  similar  tax  (or  evidence  reasonably   satisfactory  to  the  Corporation
demonstrating that such taxes have been paid).

                  Holders of Series C  Preferred  Stock at the close of business
on a dividend  payment  record date shall be  entitled  to receive the  dividend
payable  on such  shares on the  corresponding  Series C Dividend  Payment  Date
notwithstanding  the conversion  thereof  following such dividend payment record
date and  prior to such  Series  C  Dividend  Payment  Date.  However,  Series C
Preferred Stock  surrendered for conversion  during the period between the close
of business on any dividend  payment  record date and the opening of business on
the corresponding  Series C Dividend Payment Date (except shares converted after
the  issuance of notice of  redemption  with  respect to a Call Date during such
period,  such Series C Preferred  Stock being  entitled to such  dividend on the
Series C  Dividend  Payment  Date) must be  accompanied  by payment of an amount
equal to the dividend  payable on such shares on such Series C Dividend  Payment
Date. A holder of Series C Preferred Stock on a dividend payment record date who
(or whose  transferee)  tenders any such shares for conversion into Common Stock
on the  corresponding  Series C Dividend  Payment Date will receive the dividend
payable by the  Corporation  on such Series C Preferred  Stock on such date, and
the  converting  holder need not include  payment of the amount of such dividend
upon surrender of Series C Preferred  Stock for  conversion.  Except as provided
above, the Corporation  shall make no payment or allowance for unpaid dividends,
whether or not in arrears,  on converted  shares or for  dividends on the Common
Stock issued upon such conversion.

                  As promptly as practicable after the surrender of certificates
for Series C Preferred Stock as aforesaid, the Corporation shall issue and shall
deliver  at such  office  to such  holder,  or on his or her  written  order,  a
certificate  or  certificates  for the number of full Common Stock issuable upon
the  conversion  of such shares in  accordance  with  provisions of this Section
4.7.4, and any fractional interest in respect of a share of Common Stock arising
upon such  conversion  shall be settled as  provided  in  paragraph  (c) of this
Section 4.7.4.

                  Each  conversion   shall  be  deemed  to  have  been  effected
immediately prior to the close of business on the date on which the certificates
for Series C Preferred  Stock shall have been  surrendered and such notice shall
have been received by the  Corporation as aforesaid (and if applicable,  payment
of an amount  equal to the  dividend  payable  on such  shares  shall  have been
received by the  Corporation as described  above),  and the person or persons in
whose name or names any  certificate or  certificates  for Common Stock shall be
issuable  upon such  conversion  shall be deemed to have  become  the  holder or
holders  of record of the shares  represented  thereby at such time on such date
and such conversion  shall be at the Series C Conversion Price in effect at such
time on such date unless the share  transfer books of the  Corporation  shall be
closed on that date,  in which event such  person or persons  shall be deemed to
have  become  such  holder or holders of record at the close of  business on the
next succeeding day on which such share transfer books are open, but such
<PAGE>
conversion  shall be at the Series C  Conversion  Price in effect on the date on
which such shares shall have been  surrendered  and such notice  received by the
Corporation.

                  (c) No fractional  shares or scrip  representing  fractions of
Common Stock shall be issued upon  conversion  of the Series C Preferred  Stock.
Instead  of any  fractional  interest  in a share of  Common  Stock  that  would
otherwise be  deliverable  upon the  conversion of a share of Series C Preferred
Stock,  the Corporation  shall pay to the holder of such share an amount in cash
based upon the  Current  Market  Price of the Common  Stock on the  Trading  Day
immediately  preceding the date of  conversion.  If more than one share shall be
surrendered  for  conversion at one time by the same holder,  the number of full
Common Stock issuable upon conversion  thereof shall be computed on the basis of
the aggregate number of Series C Preferred Stock so surrendered.

                  (d)      The Series C Conversion Price shall be adjusted from
                           time to time as follows:

          (i)  If the  Corporation  shall after the Initial Issue Date (A) pay a
               dividend or make a  distribution  on its capital shares in Common
               Stock, (B) subdivide its outstanding  Common Stock into a greater
               number of shares, (C) combine its outstanding Common Stock into a
               smaller number of shares or (D) issue any shares of capital stock
               by  reclassification of its Common Stock, the Series C Conversion
               Price in effect at the opening of  business on the day  following
               the date fixed for the determination of stockholders  entitled to
               receive  such  dividend  or  distribution  or at the  opening  of
               business on the Business Day next following the day on which such
               subdivision,  combination or reclassification  becomes effective,
               as the case may be,  shall be  adjusted so that the holder of any
               share of Series C  Preferred  Stock  thereafter  surrendered  for
               conversion  shall be  entitled to receive the number of shares of
               Common  Stock  that such  holder  would  have  owned or have been
               entitled  to  receive  after the  happening  of any of the events
               described  above as if such  Series C  Preferred  Stock  had been
               converted  immediately  prior to the record date in the case of a
               dividend or  distribution  or the effective date in the case of a
               subdivision, combination or reclassification.  An adjustment made
               pursuant  to  this   subparagraph   (i)  shall  become  effective
               immediately  after the opening of business  on the  Business  Day
               next  following  the record date (except as provided in paragraph
               (h) below) in the case of a dividend  or  distribution  and shall
               become effective immediately after the opening of business on the
               Business Day next  following the effective  date in the case of a
               subdivision, combination or reclassification.

          (ii) If the  Corporation  shall  issue  after the  Initial  Issue Date
               rights,  options  or  warrants  to all  holders  of Common  Stock
               entitling  them (for a period  expiring  within 45 days after the
               record date mentioned  below) to subscribe for or purchase Common
               Stock at a price  per share  less  than 94%  (100% if a  stand-by
               underwriter is used and charges the  Corporation a commission) of
               the Fair  Market  Value per share of Common  Stock on the  record
               date for the  determination  of stockholders  entitled to receive
               such rights,  options or  warrants,  then the Series C Conversion
               Price in effect at the opening of business  on the  Business  Day
               next  following  such  record date shall be adjusted to equal the
               price determined by multiplying (A) the Series C Conversion Price
               in effect immediately prior to the opening
<PAGE>
               of business on the Business Day next following the date fixed for
               such  determination  by (B) a fraction,  the  numerator  of which
               shall be the sum of (x) the  number of  shares  of  Common  Stock
               outstanding  on the close of  business on the date fixed for such
               determination  and (y) the  number of shares  that the  aggregate
               proceeds to the  Corporation  from the  exercise of such  rights,
               options or warrants  for Common  Stock  would  purchase at 94% of
               such  Fair  Market  Value  (or  100% in the  case  of a  stand-by
               underwriting),  and the  denominator of which shall be the sum of
               (x) the number of shares of Common Stock outstanding on the close
               of business on the date fixed for such  determination and (y) the
               number  of   additional   shares  of  Common  Stock  offered  for
               subscription  or  purchase  pursuant to such  rights,  options or
               warrants.  Such  adjustment  shall become  effective  immediately
               after the  opening of  business  on the day next  following  such
               record  date  (except as  provided in  paragraph  (h) below).  In
               determining  whether any rights,  options or warrants entitle the
               holders of Common Stock to subscribe for or purchase Common Stock
               at less than 94% of such Fair  Market  Value (or 100% in the case
               of a stand-by  underwriting),  there shall be taken into  account
               any  consideration  received by the Corporation upon issuance and
               upon exercise of such rights,  options or warrants,  the value of
               such  consideration,  if other than cash, to be determined by the
               Board of Directors.

          (iii)If the Corporation  shall distribute to all holders of its Common
               Stock any securities of the Corporation (other than Common Stock)
               or evidence of its indebtedness or assets  (excluding  cumulative
               cash dividends or  distributions  paid with respect to the Common
               Stock  after  December  31,  1996  which are not in excess of the
               following:   the   sum  of  (A)  the   Corporation's   cumulative
               undistributed  Funds from  Operations at December 31, 1996,  plus
               (B) the cumulative amount of Funds from Operations, as determined
               by the Board of Directors, after December 31, 1996, minus (C) the
               cumulative  amount of dividends accrued or paid in respect of the
               Series  C  Preferred  Stock  or any  other  class  or  series  of
               preferred  stock  of the  Corporation  after  the  Issue  Date or
               rights,  options or warrants to subscribe  for or purchase any of
               its  securities  (excluding  those  rights,  options and warrants
               issued to all holders of Common Stock entitling them for a period
               expiring  within 45 days after the  record  date  referred  to in
               subparagraph  (ii)  above to  subscribe  for or  purchase  Common
               Stock,  which  rights and warrants are referred to in and treated
               under  subparagraph  (ii)  above)  (any  of the  foregoing  being
               hereinafter in this subparagraph  (iii)  collectively  called the
               "Securities"  and  individually a "Security"),  then in each such
               case the Series C  Conversion  Price shall be adjusted so that it
               shall equal the price  determined by multiplying (x) the Series C
               Conversion  Price in  effect  immediately  prior to the  close of
               business on the date fixed for the  determination of stockholders
               entitled to receive  such  distribution  by (y) a  fraction,  the
               numerator  of which shall be the Fair  Market  Value per share of
               Common  Stock on the record  date  mentioned  below less the then
               fair market value (as determined by the Board of Directors, whose
               determination  shall  be  conclusive),  of  the  portion  of  the
               Securities or assets or evidences of  indebtedness so distributed
               or of such rights, options or warrants applicable to one share of
               Common  Stock,  and the  denominator  of which  shall be the Fair
               Market  Value  per  share  of  Common  Stock on the  record  date
               mentioned   below.   Such  adjustment   shall  become   effective
               immediately at the opening of business on the
<PAGE>
               Business Day next Following (except as provided in paragraph  (h)
               below)  the record  date for the  determination  of  stockholders
               entitled to receive such  distribution.  For the purposes of this
               subparagraph  (iii),  the  distribution  of a Security,  which is
               distributed  not only to the  holders of the Common  Stock on the
               date fixed for the determination of stockholders entitled to such
               distribution of such Security,  but also is distributed with each
               share of Common Stock delivered to a Person converting a share of
               Series C Preferred Stock after such determination date, shall not
               require an adjustment of the Series C Conversion  Price  pursuant
               to this subparagraph (iii); provided that on the date, if any, on
               which a person  converting  a share of Series C  Preferred  Stock
               would no longer be entitled to receive such Security with a share
               of Common Stock (other than as a result of the termination of all
               such  Securities),  a distribution  of such  Securities  shall be
               deemed to have  occurred and the Series C Conversion  Price shall
               be adjusted as provided in this subparagraph  (iii) (and such day
               shall be deemed to be "the date  fixed for the  determination  of
               the stockholders  entitled to receive such distribution" and "the
               record date" within the meaning of the two preceding sentences).

          (iv) In case a tender or exchange  offer (which term shall not include
               open  market   repurchases  by  the  Corporation)   made  by  the
               Corporation or any subsidiary of the  Corporation  for all or any
               portion  of the Common  Stock  shall  expire  and such  tender or
               exchange  offer shall involve the payment by the  Corporation  or
               such subsidiary of consideration per share of Common Stock having
               a fair market value (as  determined in good faith by the Board of
               Directors,  whose determination shall be conclusive and described
               in a resolution of the Board of Directors), at the last time (the
               "Expiration  Time")  tenders or exchanges may be made pursuant to
               such tender or exchange  offer,  that exceeds the Current  Market
               Price  per  share  of  Common  Stock  on  the  Trading  Day  next
               succeeding  the Expiration  Time,  the Series C Conversion  Price
               shall  be  reduced  so  that  the  same  shall  equal  the  price
               determined by multiplying the Series C Conversion Price in effect
               immediately prior to the effectiveness of the Series C Conversion
               Price reduction contemplated by this subparagraph,  by a fraction
               of which the  numerator  shall be the  number of shares of Common
               Stock outstanding (including any tendered or exchanged shares) at
               the Expiration  Time,  multiplied by the Current Market Price per
               share of Common  Stock on the  Trading  Day next  succeeding  the
               Expiration Time, and the denominator  shall be the sum of (A) the
               fair market value  (determined  as  aforesaid)  of the  aggregate
               consideration  payable to stockholders  based upon the acceptance
               (up to any  maximum  specified  in the  terms  of the  tender  or
               exchange  offer) of all shares validly  tendered or exchanged and
               not  withdrawn as of the  Expiration  Time (the shares  deemed so
               accepted, up to any maximum,  being referred to as the "Purchased
               Shares")  and (B) the  product  of the number of shares of Common
               Stock  outstanding  (less any Purchased Shares) at the Expiration
               Time and the Current  Market  Price per share of Common  Stock on
               the  Trading  Day  next  succeeding  the  Expiration  Time,  such
               reduction to become effective immediately prior to the opening of
               business on the day following the Expiration Time.

          (v)  No adjustment in the Series C Conversion  Price shall be required
               unless such  adjustment  would  require a cumulative  increase or
               decrease of at least 1% in
<PAGE>
               such  price;  provided,  however,  that  any  adjustments that by
               reason of this subparagraph (v) are not required to be made shall
               be carried forward and  taken  into  account  in  any  subsequent
               adjustment until made; and provided, further, that any adjustment
               shall be required and made in accordance  with the  provisions of
               this Section 4.7.4 (other than this  subparagraph  (v)) not later
               than  such  time as may be  required  in  order to  preserve  the
               tax-free nature of a distribution to the holders of Common Stock.
               Notwithstanding  any other  provisions of this Section 4.7.4, the
               Corporation  shall not be required to make any  adjustment of the
               Series C  Conversion  Price for the  issuance of any Common Stock
               pursuant to any plan providing for the  reinvestment of dividends
               or interest  payable on  securities  of the  Corporation  and the
               investment of additional  optional  amounts in Common Stock under
               such plan.  All  calculations  under this Section  4.7.4 shall be
               made to the nearest cent (with $.005 being rounded  upward) or to
               the  nearest  one-tenth  of a share  (with  .05 of a share  being
               rounded  upward),  as the case may be. Anything in this paragraph
               (d) to the contrary  notwithstanding,  the  Corporation  shall be
               entitled, to the extent permitted by law, to make such reductions
               in the Series C Conversion  Price,  in addition to those required
               by this paragraph (d), as it in its discretion shall determine to
               be advisable in order that any share  dividends,  subdivision  of
               shares,  reclassification or combination of shares,  distribution
               of rights or  warrants  to  purchase  shares  or  securities,  or
               distribution   of  other  assets  (other  than  cash   dividends)
               hereafter made by the Corporation to its  stockholders  shall not
               be taxable.

                  (e) If the  Corporation  shall be a party  to any  transaction
(including without limitation a merger, consolidation, statutory share exchange,
self tender offer for all or substantially  all of its Common Stock, sale of all
or substantially  all of the  Corporation's  assets or  recapitalization  of the
Common Stock and excluding any  transaction as to which  subparagraph  (d)(i) of
this Section 4.7.4 applies) (each of the foregoing being referred to herein as a
"Transaction"),  in each case as a result of which all or  substantially  all of
the  Corporation's  Common Stock are converted into the right to receive shares,
securities or other property (including cash or any combination  thereof),  each
share of Series C Preferred  Stock which is not redeemed or  converted  into the
right to receive shares,  securities or other property prior to such Transaction
shall thereafter be convertible  into the kind and amount of shares,  securities
and other property  (including cash or any combination  thereof) receivable upon
the  consummation  of such  Transaction  by a holder of that number of shares of
Common  Stock into which one share of Series C Preferred  Stock was  convertible
immediately prior to such Transaction,  assuming such holder of Common Stock (i)
is not a Person  with  which  the  Corporation  consolidated  or into  which the
Corporation merged or which merged into the Corporation or to which such sale or
transfer was made, as the case may be ("Constituent Person"), or an affiliate of
a Constituent Person and (ii) failed to exercise his rights of election, if any,
as to the kind or amount of shares,  securities  and other  property  (including
cash) receivable upon such  Transaction  (provided that if the kind or amount of
shares,  securities and other property  (including  cash)  receivable  upon such
Transaction  is not the same for each  share of Common  Stock  held  immediately
prior to such  Transaction  by other than a  Constituent  Person or an affiliate
thereof  and in  respect of which such  rights of  election  shall not have been
exercised ("Non-Electing Share"), then for the purpose of this paragraph (e) the
kind and  amount of  shares,  securities  and other  property  (including  cash)
receivable upon such Transaction by each Non-Electing Share shall be deemed to
<PAGE>
be  the  kind  and  amount  so  receivable  per  share  by a  plurality  of  the
Non-Electing  Shares).  The Corporation  shall not be a party to any Transaction
unless the terms of such  Transaction are consistent with the provisions of this
paragraph  (e),  and it shall  not  consent  or agree to the  occurrence  of any
Transaction  until  the  Corporation  has  entered  into an  agreement  with the
successor  or  purchasing  entity,  as the case may be,  for the  benefit of the
holders of the Series C Preferred  Stock that will contain  provisions  enabling
the holders of the Series C Preferred Stock that remain  outstanding  after such
Transaction  to convert  into the  consideration  received  by holders of Common
Stock at the  Series C  Conversion  Price in  effect  immediately  prior to such
Transaction.  The  provisions  of this  paragraph (e) shall  similarly  apply to
successive Transactions.

                  (f)      If:

          (i)  the   Corporation   shall   declare  a  dividend  (or  any  other
               distribution)  on its Common Stock (other than cash  dividends or
               distributions  paid  with  respect  to  the  Common  Stock  after
               December  31, 1996 not in excess of the sum of the  Corporation's
               cumulative  undistributed  Funds from  Operations at December 31,
               1996,  plus the cumulative  amount of Funds from  Operations,  as
               determined  by the Board of Directors,  after  December 31, 1996,
               minus the  cumulative  amount  of  dividends  accrued  or paid in
               respect of the  Series C  Preferred  Stock or any other  class or
               series of preferred  shares of capital  stock of the  Corporation
               after the Initial Issue Date); or

          (ii) the  Corporation  shall  authorize the granting to all holders of
               Common Stock of rights,  options or warrants to subscribe  for or
               purchase any shares of any class or any other rights,  options or
               warrants; or

          (iii)there shall be any  reclassification  of the Common  Stock (other
               than an event to which subparagraph  (d)(i) of this Section 4.7.4
               applies) or any  consolidation or merger to which the Corporation
               is a party (other than a merger in which the  Corporation  is the
               surviving  entity) and for which approval of any  stockholders of
               the Corporation is required,  or a statutory share exchange, or a
               self tender offer by the Corporation for all or substantially all
               of its outstanding Common Stock or the sale or transfer of all or
               substantially  all  of  the  assets  of  the  Corporation  as  an
               entirety; or

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

then the  Corporation  shall cause to be filed with the Transfer Agent and shall
cause to be mailed to the holders of Series C Preferred Stock at their addresses
as shown on the records of the  Corporation,  as promptly  as  possible,  but at
least 10 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 granting of rights,  options or  warrants,  or, if a
record is not to be taken,  the date as of which the holders of Common  Stock of
record to be  entitled  to such  dividend,  distribution  or rights,  options or
warrants are to be  determined  or (B) the date on which such  reclassification,
consolidation,  merger, statutory share exchange,  sale, transfer,  liquidation,
dissolution or winding up is expected
<PAGE>
to become  effective,  and the date as of which it is expected  that  holders of
Common  Stock of record  shall be entitled to exchange  their  Common  Stock for
securities or other property,  if any,  deliverable upon such  reclassification,
consolidation,  merger, statutory share exchange,  sale, transfer,  liquidation,
dissolution  or winding up. Failure to give or receive such notice or any defect
therein shall not affect the legality or validity of the  proceedings  described
in this Section 4.7.4.

                  (g)  Whenever  the Series C  Conversion  Price is  adjusted as
herein provided,  the Corporation shall promptly file with the Transfer Agent an
officer's  certificate  setting  forth the Series C Conversion  Price after such
adjustment  and setting  forth a brief  statement  of the facts  requiring  such
adjustment which certificate shall be conclusive  evidence of the correctness of
such  adjustment  absent  manifest  error.   Promptly  after  delivery  of  such
certificate,  the  Corporation  shall prepare a notice of such adjustment of the
Series C Conversion  Price setting forth the adjusted Series C Conversion  Price
and the  effective  date of such  adjustment  and shall mail such notice of such
adjustment  of the  Series C  Conversion  Price to the  holder of each  share of
Series C Preferred  Stock at such  holder's last address as shown on the records
of the Corporation.

                  (h) In any case in which  paragraph  (d) of this Section 4.7.4
provides that an adjustment shall become effective on the day next following the
record date for an event, the Corporation may defer until the occurrence of such
event (A) issuing to the holder of any Series C Preferred  Stock converted after
such record date and before the occurrence of such event the  additional  Common
Stock issuable upon such conversion by reason of the adjustment required by such
event over and above the  Common  Stock  issuable  upon such  conversion  before
giving  effect to such  adjustment  and (B) paying to such  holder any amount of
cash in lieu of any fraction pursuant to paragraph (c) of this Section 4.7.4.

                  (i) There shall be no  adjustment  of the Series C  Conversion
Price in case of the issuance of any shares of capital stock of the  Corporation
in  a  reorganization,  acquisition  or  other  similar  transaction  except  as
specifically set forth in this Section 4.7.4. If any action or transaction would
require  adjustment of the Series C Conversion  Price  pursuant to more than one
paragraph  of this Section  4.7.4,  only one  adjustment  shall be made and such
adjustment  shall be the  amount of  adjustment  that has the  highest  absolute
value.

                  (j) If the  Corporation  shall take any action  affecting  the
Common Stock,  other than action  described in this Section  4.7.4,  that in the
opinion of the Board of Directors  would  materially  and  adversely  affect the
conversion  rights of the holders of the Series C Preferred  Stock, the Series C
Conversion Price for the Series C Preferred Stock may be adjusted, to the extent
permitted  by law, in such  manner,  if any,  and at such time,  as the Board of
Directors,  in  its  sole  discretion,  may  determine  to be  equitable  in the
circumstances.
<PAGE>
                  (k) The  Corporation  covenants  that  it  will  at all  times
reserve and keep available, free from preemptive rights, out of the aggregate of
its  authorized  but  unissued  Common  Stock,  for  the  purpose  of  effecting
conversion of the Series C Preferred  Stock, the full number of shares of Common
Stock  deliverable  upon the  conversion of all  outstanding  Series C Preferred
Stock not theretofore converted.  For purposes of this paragraph (k), the number
of shares of Common Stock that shall be  deliverable  upon the conversion of all
outstanding  Series C  Preferred  Stock  shall be  computed as if at the time of
computation all such outstanding shares were held by a single holder.

                  The  Corporation  covenants  that any Common Stock issued upon
conversion of the Series C Preferred Stock shall be validly  issued,  fully paid
and  non-assessable.  Before  taking any action that would  cause an  adjustment
reducing  the Series C Conversion  Price below the then-par  value of the Common
Stock  deliverable  upon  conversion  of  the  Series  C  Preferred  Stock,  the
Corporation  will take any action that,  in the opinion of its  counsel,  may be
necessary in order that the Corporation may validly and legally issue fully paid
and  (subject  to any  customary  qualification  based upon the nature of a real
estate investment trust)  non-assessable  Common Stock at such adjusted Series C
Conversion Price.

                  The  Corporation  shall  endeavor  to list  the  Common  Stock
required to be delivered upon conversion of the Series C Preferred Stock,  prior
to such delivery, upon each national securities exchange, if any, upon which the
outstanding Common Stock are listed at the time of such delivery.

                  The Corporation  shall endeavor to comply with all federal and
state securities laws and regulations thereunder in connection with the issuance
of any  securities  that the  Corporation  shall be  obligated  to deliver  upon
conversion of the Series C Preferred  Stock.  The  certificates  evidencing such
securities shall bear such legends  restricting  transfer thereof in the absence
of registration  under applicable  securities laws or an exemption  therefrom as
the Corporation may in good faith deem appropriate.

                  (l) The Corporation will pay any and all documentary  stamp or
similar  issue or transfer  taxes payable in respect of the issue or delivery of
Common  Stock or other  securities  or  property on  conversion  of the Series C
Preferred Stock pursuant hereto;  provided,  however, that the Corporation shall
not be  required  to pay any tax that may be payable in respect of any  transfer
involved  in the  issue or  delivery  of  Common  Stock or other  securities  or
property in a name other than that of the holder of the Series C Preferred Stock
to be  converted,  and no such issue or delivery  shall be made unless and until
the person  requesting  such issue or delivery has paid to the  Corporation  the
amount of any such tax or  established,  to the reasonable  satisfaction  of the
Corporation, that such tax has been paid.

         Section  4.7.5  Fixed  Charge  Coverage;   Limitation  on  Issuance  of
Additional Preferred Stock and Indebtedness.
<PAGE>
                  (a) Without the written  consent of the holders of  two-thirds
of the issued and  outstanding  shares of Series C Preferred  Stock and Series C
Preferred  Units,   collectively,   none  of  the  Corporation,   the  Operating
Partnership,  or any of their  subsidiaries  may issue any additional  preferred
securities  of any such  entity  or incur any  indebtedness  (other  than  trade
payables or accrued  expenses  incurred in the ordinary  course of business) if,
immediately following such issuance and after giving effect to such issuance and
the application of the net proceeds  therefrom,  such entity would be reasonably
expected to not satisfy one or both of the following ratios:

                           (i) Total  Debt  and   Liquidation   Value  of   non-
                               convertible   Preferred  Stock  to  Total  Market
                               Capitalization of less than .65 to 1.0, or

                           (ii)Consolidated EBITDA to Consolidated Fixed Charges
                               of at least 1.4 to 1.0.

                  (b) In the event that the Corporation  fails to satisfy one or
both of the tests in Section  4.7.5(a) above for two consecutive  quarters,  the
holders of Series C Preferred  Stock and Series C Preferred Units shall have the
right to require that the Corporation,  to the extent that the Corporation shall
have funds legally  available  therefor,  repurchase any or all of each holder's
Series C Preferred  Stock and Series C  Preferred  Units at a  repurchase  price
payable  in cash in an  amount  equal  to  100%  of the  liquidation  preference
thereof,  plus accrued and unpaid dividends whether or not declared, if any (the
"Repurchase  Payment"),  to the date of  repurchase  or the date payment is made
available (the "Repurchase Date"), pursuant to the offer described in subsection
(c) below (the "Repurchase Offer").

                  (c) Within 15 days  following the second  consecutive  quarter
that  the  Corporation  fails to  satisfy  one or both of the  tests in  Section
4.7.5(a)  above,  the  Corporation  shall mail by first class mail or  overnight
courier  a notice  to all  holders  of Series C  Preferred  Stock  and  Series C
Preferred Units stating (i) that the  Corporation  failed to satisfy one or both
of the tests  (naming  the  test(s)  failed),  (ii) that the holders of Series C
Preferred  Stock and Series C  Preferred  Units  have the right to  require  the
Corporation  to  repurchase  any or all  Series C  Preferred  Stock and Series C
Preferred  Units then held by such holder in cash,  (iii) the date of repurchase
(which  shall be a business  day, no earlier than 120 days and no later than 150
days from the date such notice is mailed, or such later date as may be necessary
to comply with the  requirements of the Exchange Act), (iv) the repurchase price
for the  repurchase  and (v) the  instructions  determined  by the  Corporation,
consistent  with this  subsection,  that the holder must follow in order to have
its Series C Preferred Stock and Series C Preferred Units repurchased.

                  (d) On the  Repurchase  Date,  the  Corporation  will,  to the
extent  lawful,  accept  for  payment  Series C  Preferred  Stock  and  Series C
Preferred Units or portions  thereof  tendered  pursuant to the Repurchase Offer
and promptly  mail by first class mail or overnight  courier or by wire transfer
of  immediately  available  funds to the holder of Series C Preferred  Stock and
Series C Preferred
<PAGE>
Units, as directed by such holder,  payment in an amount equal to the Repurchase
Payment in respect of all Series C Preferred  Stock and Series C Preferred Units
or portions thereof so tendered.

                  (e)  Notwithstanding  anything else herein, to the extent they
are applicable to any Repurchase  Offer,  the  Corporation  will comply with any
federal and state  securities  laws,  rules and regulations and all time periods
and requirements shall be adjusted accordingly.

                  (f) "Total  Debt" means the sum of (without  duplication)  any
indebtedness,  whether  or not  contingent,  in  respect  of  borrowed  money or
evidenced by bonds,  notes,  debentures,  or similar  instruments  or letters of
credit (or  reimbursement  agreements in respect  thereof) or  representing  the
balance  deferred  and unpaid of the purchase  price of any property  (including
pursuant to capital leases), except any such balance that constitutes an accrued
expense or trade payable, if and to the extent such indebtedness would appear as
a liability upon a balance sheet of such entity prepared on a consolidated basis
in accordance with Generally Accepted Accounting  Principles ("GAAP"),  and also
includes,  to the extent not  otherwise  included,  the guarantee of items which
would be included within this definition.

                  (g) "Total Market  Capitalization"  means the sum of : (a) the
Fair Market Value of the  outstanding  shares of Common Stock,  assuming (i) the
full exchange of outstanding  Common Units and Series C Preferred Units (in each
case not held by the  Corporation)  of the Operating  Partnership  for shares of
Common  Stock  and (ii) the  conversion  of the  outstanding  shares of Series C
Preferred  Stock into shares of Common  Stock;  (b) the Fair Market Value of the
outstanding  shares of Series B Preferred Stock;  (c) the aggregate  Liquidation
Preference of the Series A Preferred Stock and any other  outstanding  shares of
Preferred Stock (other than the Series A, Series B or Series C Preferred Stock);
and (d) the Total Debt of the Corporation.

                  (h)   "Consolidated   EBITDA"   for  any   period   means  the
consolidated net income of the Company (before extraordinary income or gains) as
reported in the Company's  financial  statements  filed with the  Securities and
Exchange Commission increased by the sum of the following (without duplication):

                           a.       all income and state franchise taxes paid or
                                    accrued  according  to GAAP for such  period
                                    (other than  income  taxes  attributable  to
                                    extraordinary,   unusual  or   non-recurring
                                    gains or losses  except to the  extent  that
                                    such gains were not included in Consolidated
                                    EBITDA),

                           b.       all  interest   expense  paid  or accrued in
                                    accordance  with   GAAP   for  such   period
                                    (including  financing  fees and amortization
                                    of deferred  financing fees and amortization
                                    of original issue discount,

                           c.       depreciation and depletion reflected in such
                                    reported net income,
<PAGE>
                           d.       amortization  reflected in such reported net
                                    income   including,    without   limitation,
                                    amortization  of  capitalized  debt issuance
                                    costs (only to the extent that such  amounts
                                    have not  been  previously  included  in the
                                    amount of  Consolidated  EBITDA  pursuant to
                                    clause   (b)   above),    goodwill,    other
                                    intangibles and management fees, and

                           e.       any other non-cash charges or  discretionary
                                    prepayment penalties, to the extent deducted
                                    from  consolidated net   income  (including,
                                    but  not  limited  to,   income allocated to
                                    minority interests).

                  (i)      "Consolidated Fixed Charges" for any period means the
                            sum of:


                           a.       all  interest   expense  paid  or accrued in
                                    accordance   with   GAAP   for  such  period
                                    (including financing fees  and  amortization
                                    of deferred  financing fees and amortization
                                    of original issue discount),

                           b.       preferred  stock  dividend  requirements for
                                    such  period,  whether or  not  declared  or
                                    paid, and

                           c.       regularly    scheduled    amortization    of
                                    principal   during  such  period (other than
                                    any balloon payments at maturity).

                  (j)  Notwithstanding  the provisions of this Section 4.7.5, in
no event shall the  Corporation be required to repurchase any Series C Preferred
Stock or Series C Preferred Units at any time that such repurchase is prohibited
by the Company's Articles or debt instruments.

         Section 4.7.6 Shares To Be Retired.  All Series C Preferred Stock which
shall have been issued and reacquired in any manner by the Corporation  shall be
restored to the status of  authorized  but unissued  shares of Preferred  Stock,
without discretion as to class or series, and subject to applicable  limitations
set forth in the Articles may  thereafter be reissued as shares of any series of
Preferred Stock.

         Section  4.7.7  Ranking.  Any class or series of shares  of  capital
stock of the  Corporation  shall be deemed to rank:

                  (a) prior to the Series C Preferred  Stock,  as to the payment
of dividends and as to distribution of assets upon  liquidation,  dissolution or
winding  up, if the  holders of such class or series  shall be  entitled  to the
receipt of dividends or of amounts  distributable upon liquidation,  dissolution
or winding up, as the case may be, in  preference  or priority to the holders of
Series C Preferred Stock;

                  (b) on a parity with the Series C Preferred  Stock,  as to the
payment  of  dividends  and  as to  distribution  of  assets  upon  liquidation,
dissolution or winding up, whether or not the dividend rates,  dividend  payment
dates or redemption or  liquidation  prices per share thereof shall be different
from  those of the Series C  Preferred  Stock,  if the  holders of such class or
series and the Series C  Preferred  Stock  shall be  entitled  to the receipt of
dividends and of amounts distributable upon liquidation,  dissolution or winding
up in proportion to their respective amounts of accrued and unpaid dividends per
share or liquidation  preferences,  without  preference or priority one over the
other ("Parity Shares");

                  (c) junior to the Series C Preferred  Stock, as to the payment
of dividends or as to the distribution of assets upon  liquidation,  dissolution
or winding up, if such class or series shall be Junior Shares; and

                  (d) junior to the Series C Preferred  Stock, as to the payment
of dividends and as to the distribution of assets upon liquidation,  dissolution
or winding up, if such class or series shall be Fully Junior Shares.

         Section 4.7.8  Voting.  If and whenever (i) two  consecutive  quarterly
dividends  payable on the Series C Preferred Stock (or Series C Preferred Units)
or any series or class of Parity Shares shall be in arrears  (which shall,  with
respect to any such quarterly dividend, mean that any such dividend has not been
paid in full),  whether or not earned or declared,  or (ii) for two  consecutive
quarterly  Series C Dividend  Periods the Corporation  fails to pay dividends on
the Common  Stock in an amount  per share at least  equal to $0.25  (subject  to
adjustment  consistent  with any  adjustment  of the Series C  Conversion  Price
pursuant  to Section  4.7.4(a) of this  Article)  the number of  directors  then
constituting  the Board of Directors  shall be increased by one (unless the then
current  Board of Directors  consists of more than 10 directors in which case it
shall be increased by two) and the holders of Series C Preferred Stock, together
with the  holders of shares of every  other  series of Parity  Shares  (any such
other  series,  the  "Voting  Preferred  Shares"),  voting  as  a  single  class
regardless  of  series,  shall be  entitled  to elect the one or two  additional
directors  to  serve  on the  Board  of  Directors  at  any  annual  meeting  of
stockholders or special  meeting held in place thereof,  or at a special meeting
of the holders of the Series C Preferred Stock and the Voting  Preferred  Shares
called as hereinafter provided.  Whenever all arrears in dividends on the Series
C Preferred Stock, Series C Preferred Units and the Voting Preferred Shares then
outstanding shall have been paid and dividends thereon for the current quarterly
dividend  period shall have been paid or declared and set apart for payment,  or
the Corporation has paid dividends on the Common Stock in an amount per share at
least equal to $0.25  (subject to adjustment  consistent  with any adjustment of
the Series C Conversion  Price pursuant to Section 4.7.4(a) of this Article) for
two  consecutive  quarters,  then  the  right  of the  holders  of the  Series C
Preferred  Stock  and the  Voting  Preferred  Shares  to elect  such  additional
director(s)  shall  cease  (but  subject  always to the same  provision  for the
vesting of such voting  rights in the case of any similar  future  arrearage  in
quarterly  dividends),  and the  terms  of  office  of all  persons  elected  as
directors  by the  holders  of the  Series  C  Preferred  Stock  and the  Voting
Preferred  Shares  shall  forthwith  terminate  and the  number  of the Board of
Directors  shall be reduced  accordingly.  At any time after such  voting  power
shall have been so vested in the holders of Series
<PAGE>
C  Preferred  Stock  and the  Voting  Preferred  Shares,  the  Secretary  of the
Corporation  may,  and  upon the  written  request  of any  holder  of  Series C
Preferred  Stock  (addressed  to the  Secretary at the  principal  office of the
Corporation)  shall,  call a special  meeting  of the  holders  of the  Series C
Preferred  Stock and of the  Voting  Preferred  Shares for the  election  of the
directors  to be  elected  by them as herein  provided,  such call to be made by
notice similar to that provided in the Bylaws of the  Corporation  for a special
meeting of the  stockholders  or as required by law. If any such special meeting
required  to be called as above  provided  shall not be called by the  Secretary
within 20 days after  receipt of any such  request,  then any holder of Series C
Preferred Stock may call such meeting,  upon the notice above provided,  and for
that purpose shall have access to the records of the Corporation.  The directors
elected at any such  special  meeting  shall hold  office  until the next annual
meeting of the  stockholders  or special  meeting  held in lieu  thereof if such
office shall not have previously  terminated as above  provided.  If any vacancy
shall occur among the directors elected by the holders of the Series C Preferred
Stock and the Voting Preferred Shares, a successor shall be elected by the Board
of Directors,  upon the nomination of the then-remaining director elected by the
holders of the Series C Preferred Stock and the Voting  Preferred  Shares or the
successor of such remaining director,  to serve until the next annual meeting of
the  stockholders  or special meeting held in place thereof if such office shall
not have previously terminated as provided above.

                  So long as any Series C Preferred  Stock are  outstanding,  in
addition to any other vote or consent of stockholders  required by law or by the
Corporation's  Amended and Restated Articles of  Incorporation,  the affirmative
vote of at least  66_% of the votes  entitled  to be cast by the  holders of the
Series C Preferred Stock given in person or by proxy,  either in writing without
a meeting or by vote at any meeting  called for the purpose,  shall be necessary
for effecting or validating:


                  (a)  Any  amendment,  alteration  or  repeal  of  any  of  the
provisions of the Corporation's  Amended and Restated Articles of Incorporation,
the Corporation's  By-Laws or these Articles  Supplementary  that materially and
adversely affects the voting powers, rights or preferences of the holders of the
Series  C  Preferred  Stock;  provided,  however,  that  the  amendment  of  the
provisions of the  Corporation's  Amended and Restated Articles of Incorporation
so as to authorize or create or to increase the authorized  amount of, any Fully
Junior Shares,  Junior Shares that are not senior in any respect to the Series C
Preferred Stock or any Parity Shares shall not be deemed to materially adversely
affect the  voting  powers,  rights or  preferences  of the  holders of Series C
Preferred Stock; or

                  (b) A share  exchange  that  affects  the  Series C  Preferred
Stock, a consolidation with or merger of the Corporation into another entity, or
a consolidation with or merger of another entity into the Corporation, unless in
each  such  case  each  share of  Series C  Preferred  Stock  (i)  shall  remain
outstanding  without a material  and  adverse  change to its terms and rights or
(ii) shall be converted into or exchanged for  convertible  preferred  shares of
the surviving  entity  having  preferences,  conversion or other rights,  voting
powers, restrictions,  limitations as to dividends,  qualifications and terms or
conditions of redemption thereof identical to that of a share of Series C
<PAGE>
Preferred Stock (except for changes that do not materially and adversely  affect
the holders of the Series C Preferred Stock); or

                  (c) The authorization, reclassification or creation of, or the
increase  in  the  authorized   amount  of,  any  shares  of  any  class  or any
security  convertible  into  shares of any class  ranking  prior to the Series C
Preferred Stock in the distribution of assets on any liquidation, dissolution or
winding up of the Corporation or in the payment of dividends; provided, however,
that no such vote of the holders of Series C  Preferred  Stock shall be required
(i) for the  Corporation  in order to sell up to $57 million  (before  deducting
underwriting  discounts  or  commissions)  of its Series B Preferred  Stock at a
price  equal to or greater  than $22 per share  (before  deducting  underwriting
discounts  or  commissions)  as long as no  modification  has  been  made to the
Company's  Amended and Restated  Articles of Incorporation  from the date hereof
affecting the rights or privileges of such Series B Preferred Stock, or (ii) if,
at or prior to the time when  such  amendment,  alteration  or repeal is to take
effect, or when the issuance of any such prior shares or convertible security is
to be made,  as the case may be,  provision  is made for the  redemption  of all
Series C Preferred  Stock at the time  outstanding to the extent such redemption
is authorized by Section 4.7.3 of this Article.

                  Each share of Series C Preferred Stock shall have one (1) vote
per share,  except that when any other series of Preferred Shares shall have the
right to vote with the Series C Preferred Stock as a single class on any matter,
then the Series C Preferred  Stock and such other series shall have with respect
to such matters one (1) vote per $13.75 (or less  pursuant to Section  4.7.2(a))
of stated liquidation preference. Except as otherwise required by applicable law
or as set  forth  herein,  the  Series  C  Preferred  Stock  shall  not have any
relative,  participating,  optional or other  special  voting  rights and powers
other than as set forth herein, and the consent of the holders thereof shall not
be required for the taking of any Corporation action.

         Section 4.7.9 Record  Holders.  The  Corporation and the Transfer Agent
may deem and treat the record holder of any Series C Preferred Stock as the true
and lawful owner thereof for all purposes,  and neither the  Corporation nor the
Transfer Agent shall be affected by any notice to the contrary.
<PAGE>
PREFERRED STOCK

         Section 4.8.1 Subject to the rights of any other class of capital stock
having voting  rights with respect  thereto,  the Preferred  Stock may be issued
from time to time in one or more  series,  and the Board of  Directors  may,  by
resolution  providing for the issuance of such Preferred  Stock,  designate with
respect to such shares: (a) their voting powers; (b) their rights of redemption;
(c) their right to receive  dividends (which may be cumulative or noncumulative)
including  the  dividend  rate or rates,  the  conditions  to  payment,  and the
relative  preferences in relation to the dividends payable on any other class or
classes or series of stock;  (d) their rights upon the  dissolution  of, or upon
any distribution of the assets of, the Corporation;  (e) their rights to convert
into,  or  exchange  for,  shares of any other  class or classes of stock of the
Corporation,  including  the  price or  prices  or the  rates of  exchange;  (f)
restrictions  on transfer and ownership to preserve  REIT status;  and (g) other
relative, participating, optional or special rights, qualifications, limitations
or restrictions.

EXCESS STOCK

         Section 4.9.1 Subject to the rights of any other class of capital stock
having voting rights with respect  thereto,  the Excess Stock may be issued from
time  to time  in one or  more  series,  and the  Board  of  Directors  may,  by
resolution  providing  for the  issuance of such Excess  Stock,  designate  with
respect to such shares: (a) their voting powers; (b) their rights of redemption;
(c) their right to receive  dividends (which may be cumulative or noncumulative)
including  the  dividend  rate or rates,  the  conditions  to  payment,  and the
relative  preferences in relation to the dividends payable on any other class or
classes or series of stock;  (d) their rights upon the  dissolution  of, or upon
any distribution of the assets of, the Corporation;  (e) their rights to convert
into,  or  exchange  for,  shares of any other  class or classes of stock of the
Corporation,  including  the  price or  prices  or the  rates of  exchange;  (f)
restrictions on transfer and ownership to preserve REIT status;  (g) designation
of  Beneficiaries;  (h) purchase right in Excess Stock,  and (i) other relative,
participating,  optional  or  special  rights,  qualifications,  limitations  or
restrictions.

COMMON STOCK

         Section 4.10.1  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 the
Series B Preferred Stock and the Series C Preferred Stock, and to the provisions
of Section 4.10 of these  Amended and Restated  Articles of  Incorporation,  the
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.
<PAGE>
         Section 4.10.2  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 these  Articles of
Incorporation  (including  Series A Preferred  Stock,  Excess Series A Preferred
Stock,  Series B Preferred  Stock,  Excess  Series B Preferred  Stock,  Series C
Preferred  Stock,  all classes or series of Preferred Stock and Excess Preferred
Stock,)  the  holders of shares of Common  Stock  shall be  entitled to receive,
ratably with each other holder of shares of Common Stock and Excess Common Stock
which  results from the  ownership  of Common Stock in excess of the  applicable
limits specified in Articles IV and V (the "Excess Common Stock"),  a portion of
the assets of the Corporation  available for  distribution to the holders of its
Common Stock and Excess 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 and Excess Common Stock then outstanding.

         Section 4.10.3    Voting Rights.

                  (a) Except as otherwise provided in these Amended and Restated
Articles of  Incorporation  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.  Each holder of shares of Common
Stock shall be entitled to one vote for each share of Common  Stock held by such
holder.  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 pursuant
to Section 5.0.2.

                  (b) The  Corporation  shall not consent to an amendment of the
Partnership Agreement that would reduce the preferential  distribution to Common
Units held by the  Corporation  without the consent of holders of  two-thirds of
the outstanding shares of Common Stock.

         Section 4.10.4    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 these
Amended and Restated Articles of Incorporation.

         Section 4.10.5    Common Stock Ownership Limitations.

                  (a) Except as provided in Section  4.10.12,  during the period
commencing on the date of the closing of the Initial  Public  Offering and prior
to the Restriction Termination Date:

                           (i) No Person,  other than a Conversion Holder, shall
                               Acquire or Beneficially  Own any shares of Common
                               Stock if, as the result of such acquisition or
<PAGE>
                               Beneficial   Ownership,   such    Person    shall
                               Beneficially Own shares of Common Stock in excess
                               of the Common Stock Ownership Limit.

                           (ii)No   Conversion    Holder    shall   Acquire   or
                               Beneficially  Own (other  than  by  reason of the
                               Conversion of shares of Series B Preferred Stock,
                               which  Conversion  shall  not  be subject to this
                               Section  4.10.5(a)(ii))  any  additional   shares
                               of Common Stock to the extent that as a result of
                               such Acquisition  or  Beneficial  Ownership   the
                               aggregate   of   the   shares  of  Common   Stock
                               Beneficially Owned by such  holder and the shares
                               of Common  Stock  that  would be  issued  to such
                               holder  upon  conversion  of all  the  shares  of
                               Series B Preferred Stock then  Beneficially Owned
                               by  such  holder,  assuming   that   all  of  the
                               outstanding  shares of Series B  Preferred  Stock
                               were  converted  into Common  Stock at such time,
                               would  exceed 9.9% of the total  shares of Common
                               Stock  that  would  be  outstanding  assuming the
                               conversion of all  of the  outstanding  shares of
                               Series B  Preferred   Stock  but  without  giving
                               effect to the exchange of Common Units for Common
                               Stock.

                  (b) Except as provided in Section  4.10.12,  during the period
commencing on the date of the closing of the Initial  Public  Offering and prior
to the  Restriction  Termination  Date,  any  Transfer of shares of Common Stock
that, if effective,  would result in a violation of any of the  restrictions  in
Section  4.10.5(a)  shall be void ab initio as to the Transfer of that number of
shares  of  Common  Stock  that  would  cause the  violation  of the  applicable
restriction in Section 4.10.5(a)  (rounding up to the nearest whole share),  and
the intended  transferee shall acquire no rights in such excess number of shares
of Common Stock.

                  (c)  Notwithstanding  any other provisions  contained  herein,
from the date of the closing of the  Initial  Public  Offering  and prior to the
Restriction  Termination  Date,  any Transfer of shares of Common Stock or other
event that, if effective,  would result in (i) the  Corporation  being  "closely
held"  within the meaning of Section  856(h) of the Code,  (ii) the  outstanding
shares of the Capital Stock of the Corporation being  beneficially owned by less
than 100 Persons (determined without reference to any rules of attribution),  or
(iii) the Corporation otherwise failing to qualify as a REIT (including, but not
limited  to, a Transfer  or other  event that  would  result in the  Corporation
owning (directly 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),  shall be void ab initio as
to the  Transfer of that number of shares of Common  Stock  (rounding  up to the
nearest  whole  share) or other  event that would  cause the  Corporation  to be
"closely held" within the meaning of Section 856(h) of the Code, would result in
the  outstanding   shares  of  the  Capital  Stock  of  the  Corporation   being
beneficially owned by less than 100 Persons (determined without reference to any
rules of attribution),  or would otherwise result in the Corporation  failing to
qualify as a REIT, and the intended  transferee shall Acquire, or the Beneficial
Owner  shall  retain,  as the case may be, no  rights  in such  shares of Common
Stock.

                  (d)  It  is  expressly   intended  that  the  restrictions  on
ownership  and  transfer  described  in this  Section  4.10.5 shall apply to the
exchange rights provided in Section 11.1 of the
<PAGE>
Partnership Agreement.  Notwithstanding any of the provisions of the Partnership
Agreement to the contrary,  a partner of the Operating  Partnership shall not be
entitled to effect an exchange of an interest in the Operating  Partnership into
shares of Common  Stock if the  Beneficial  Ownership  of such  shares of Common
Stock would be prohibited under the provisions of Section 4.10.5.

         Section  4.10.6  Remedies for Breach.  If the Board of Directors 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
4.10.5  or  that a  Person  intends  to  Acquire  or has  attempted  to  Acquire
Beneficial  Ownership  of any  shares of Common  Stock in  violation  of Section
4.10.5 (whether or not such violation is intended),  the Board of Directors or a
committee  thereof shall take such action as it or they deem advisable,  subject
to Section 5.0.3 hereof, to refuse to give effect to or to prevent such Transfer
or other event,  including,  but not limited to, 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 Ownership in violation
of  Section  4.10.5  shall be void ab  initio  and  automatically  result in the
exchange described in Section 4.10.7, irrespective of any action (or non-action)
by the Board of Directors or a committee thereof.

         Section 4.10.7  Exchange For Excess Common Stock.  If,  notwithstanding
the other provisions  contained in this Section 4.10, at any time after the date
of the  closing of the  Initial  Public  Offering  and prior to the  Restriction
Termination Date, there is a purported  Transfer or other event such that one or
more of the  restrictions  on  Beneficial  Ownership  and Transfer of the Common
Stock described in Section 4.10.5 would be violated,  then,  except as otherwise
provided in Section 4.10.12,  the shares of Common Stock being  Transferred (or,
in the case of an event  other  than a  Transfer,  the  shares of  Common  Stock
Beneficially  Owned,  which would cause one or more of such  restrictions  to be
violated)  (rounded  up to the  nearest  whole  share)  shall  be  automatically
exchanged for an equal number of shares of Excess  Common  Stock.  Such exchange
shall be  effective as of the close of business on the business day prior to the
date of such purported Transfer or other event.

         Section 4.10.8 Notice of Restricted  Transfer.  Any Person who Acquires
or attempts or intends to Acquire shares of Common Stock in violation of Section
4.10.5, or any Person who is a transferee in a Transfer or is otherwise affected
by an event other than a Transfer  that results in the issuance of Excess Common
Stock pursuant to Section 4.10.7,  shall  immediately give written notice to the
Corporation of such 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 Transfer or attempted, intended or purported Transfer or
other event on the Corporation's status as a REIT.

         Section 4.10.9 Owners Required To Provide Information. From the date of
the  closing  of the  Initial  Public  Offering  and  prior  to the  Restriction
Termination Date:

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

                  (b) each Person who is a Beneficial  Owner of Common Stock and
each Person  (including  the  stockholder of record) who is holding Common Stock
for a Beneficial  Owner shall provide to the Corporation  such  information that
the  Corporation  may  request,  in  good  faith,  in  order  to  determine  the
Corporation's status as a REIT.

         Section 4.10.10 Remedies Not Limited. Subject to Section 5.0.2, nothing
contained  in this  Section  4.10  shall  limit  the  authority  of the Board of
Directors  to take such  other  action as it deems  necessary  or  advisable  to
protect the Corporation and the interests of its  stockholders in preserving the
Corporation's status as a REIT.

         Section  4.10.11  Ambiguity.  In  the  case  of  an  ambiguity  in  the
application  of any of the  provisions  of this Section  4.10 or any  definition
contained  in  Section  4.2,  the  Board of  Directors  shall  have the power to
determine the application of the provisions of this Section 4.10 with respect to
any situation based on the facts known to it.

         Section 4.10.12  Exceptions.

                  (a) Subject to Section 4.10.5(c),  the Board of Directors,  in
its sole  discretion,  may exempt a Person from the Common Stock Ownership Limit
(A) if such Person is not an individual for purposes of Section 542(a)(2) of the
Code and the Board of Directors  obtains such  representations  and undertakings
from  such  Person  as are  reasonably  necessary  to  ascertain  that  no  such
individual's  Beneficial  Ownership of such Common Stock will violate the Common
Stock Ownership Limit or otherwise violate Section 4.10.5(c), (B) if such Person
does not and represents that it will not own, directly or  Constructively,  more
than a 9.9%  interest  (as set forth in Section  856(d)(2)(B)  of the Code) in a
tenant of the  Corporation (or a tenant of any entity owned or controlled by the
Corporation)  and the  Board  of  Directors  obtains  such  representations  and
undertakings  from such Person as are  reasonably  necessary to  ascertain  this
fact,  and (C) if such Person agrees that any violation of such  representations
or undertaking (or other action which is contrary to the restrictions  contained
in Sections  4.10.5 through  4.10.11 of this Article IV) or attempted  violation
will result in such Common  Stock being  exchanged  for Excess  Common  Stock in
accordance with Section 4.10.7.

                  (b)  Prior to  granting  any  exception  pursuant  to  Section
4.10.12(a),  the Board of  Directors  shall  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.
<PAGE>
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.

         Section 4.10.13  Legend.  Each certificate for Common Stock shall bear
                          the following legend:

         "The shares represented by this certificate are subject to restrictions
         on   Beneficial   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   Amended  and  Restated  Articles  of
         Incorporation,  no  Person  may  (i)  Beneficially  Own  shares  of the
         Corporation's  Common Stock in excess of 9.9%, or (ii) Beneficially Own
         Common Stock that would result in the Corporation  being "closely held"
         under Section 856(h) of the Code. Any Person who  Beneficially  Owns or
         attempts to  Beneficially  Own shares of Common  Stock which  causes or
         will  cause a Person to  Beneficially  Own  shares  of Common  Stock in
         excess  of  the  above   limitations   must   immediately   notify  the
         Corporation. Any Transfer of shares of Common Stock in violation of the
         limitations  set  forth  in  the  Corporation's  Amended  and  Restated
         Articles of Incorporation  shall be void ab initio. If the restrictions
         on Transfer are violated, the shares of Common Stock represented hereby
         will be automatically exchanged for shares of Excess Common Stock which
         will be held in trust by the Corporation. All capitalized terms in this
         legend  have the  meanings  defined in the  Corporation's  Amended  and
         Restated  Articles of  Incorporation,  as the same may be amended  from
         time to time, a copy of which,  including the restrictions on transfer,
         will be sent  without  charge to each  holder  of  Common  Stock who so
         requests."

EXCESS COMMON STOCK

         Section 4.11.1 Ownership in Trust. Upon any purported Transfer or other
event that  results in an  exchange  of Common  Stock for  Excess  Common  Stock
pursuant to Section  4.10.7,  such Excess  Common  Stock shall be deemed to have
been  Transferred  to the  Corporation,  as Trustee of a Trust for the exclusive
benefit of the  Beneficiary or  Beneficiaries  to whom an interest in such Trust
may later be  transferred  pursuant to Section  4.10.5.  Shares of Excess Common
Stock so held in trust shall be issued and outstanding  stock of the Corporation
but  shall  not  be  considered  issued  and  outstanding  for  purposes  of any
stockholder  vote.  The Purported  Record  Transferee  or, in the case of Excess
Common Stock resulting from an event other than a Transfer, the Purported Record
Holder,  shall have no rights in such Excess  Common  Stock  except the right to
designate a transferee of such Excess  Common Stock upon the terms  specified in
Section 4.10.5.  The Purported  Beneficial  Transferee or, in the case of Excess
Common  Stock  resulting  from an event  other than a  Transfer,  the  Purported
Beneficial  Holder,  shall have no rights in such Excess  Common Stock except as
provided in Section 4.10.5.
<PAGE>
         Section  4.11.2  Dividend  Rights.  Excess  Common  Stock  shall not be
entitled  to  any   dividends  or  periodic   distributions.   Any  dividend  or
distribution  paid prior to the  discovery  by the  Corporation  that  shares of
Common Stock have been  exchanged for Excess Common Stock shall be repaid to the
Corporation  upon demand,  and any dividend or distribution  declared but unpaid
shall be  rescinded  as void ab initio  with  respect  to such  shares of Common
Stock.

         Section 4.11.3 Rights Upon  Liquidation.  In the event of any voluntary
or involuntary liquidation, dissolution or winding up of, or any distribution of
the assets of, the Corporation,  the Corporation,  as holder of shares of Excess
Common Stock in trust, shall be entitled to receive, subject to the preferential
rights of holders of Preferred  Stock or Excess  Preferred  Stock,  ratably with
each other holder of Common Stock and Excess Common  Stock,  that portion of the
assets of the  Corporation  available  for  distribution  to the  holders of its
Common  Stock and  Excess  Common  Stock as the  number of shares of the  Excess
Common  Stock  held by the  Corporation  in trust  bears to the total  number of
shares  of  Common  Stock  and  Excess  Common  Stock  then   outstanding.   The
Corporation,  as  holder  of  the  Excess  Common  Stock  in  trust,  or if  the
Corporation shall have been dissolved,  any trustee appointed by the Corporation
prior to its dissolution,  shall distribute  ratably to the Beneficiaries of the
Trust, when and if determined in accordance with Section 4.10.5, any such assets
received in respect of the Excess Common Stock in any  liquidation,  dissolution
or winding up of, or any distribution of the assets, of the Corporation.

         Section  4.11.4 Voting  Rights.  The holders of shares of Excess Common
Stock shall not be  entitled  to vote on any matters  (except as required by the
MGCL).

         Section 4.11.5  Restrictions On Transfer; Designation of Beneficiary.

                  (a)  Excess  Common  Stock  shall  not  be  transferrable.   A
Purported  Record  Transferee  or, in the case of Excess Common Stock  resulting
from an event  other than a  Transfer,  a Purported  Record  Holder,  may freely
designate a Beneficiary of its interest in the Trust (representing the number of
shares of Excess  Common Stock held by the Trust  attributable  to the purported
Transfer or other  event that  resulted  in the  issuance of such Excess  Common
Stock),  if (i) the shares of Excess Common Stock held in the Trust would not be
Excess  Common  Stock in the hands of such  Beneficiary  and (ii) the  Purported
Beneficial  Transferee or, in the case of Excess Common Stock  resulting from an
event other than a Transfer,  the Purported  Beneficial Holder, does not receive
consideration  for the designation of such Beneficiary that reflects a price per
share for such  Excess  Common  Stock that  exceeds  the  "Excess  Common  Stock
Limitation Price". The Excess Common Stock Limitation Price is the lesser of (A)
in the case of Excess  Common Stock  resulting  from a Transfer  for value,  the
price per share that the  Purported  Beneficial  Transferee  paid for the Common
Stock in the  purported  Transfer  that  resulted in the  issuance of the Excess
Common  Stock,  or,  in the case of Excess  Common  Stock  resulting  from (I) a
Transfer  other than for value (such as a gift,  devise or similar  Transfer) or
(II) an event other than a Transfer, a price per share equal to the Market Price
of the Common Stock that was  exchanged for such Excess Common Stock on the date
of the  purported  Transfer or other event that  resulted in the issuance of the
Excess Common Stock
<PAGE>
or (B) a price per share equal to the Market Price of the Excess Common Stock on
the date of the  designation  of the  Beneficiary  of the interest in the Trust.
Prior to any  transfer  of any  interest  in the  Trust,  the  Purported  Record
Transferee  or Purported  Record  Holder,  as the case may be, must give advance
notice to the Corporation of the intended transfer and the Corporation must have
waived in writing its purchase rights under Section 4.10.6. Upon any transfer of
an interest in the Trust, the corresponding shares of Excess Common Stock in the
Trust shall be  automatically  exchanged for an equal number of shares of Common
Stock and such  shares of Common  Stock  shall be  transferred  of record to the
Beneficiary  of the interest in the Trust  designated  by the  Purported  Record
Transferee or Purported  Record  Holder as described  above if such Common Stock
would not be Excess Common Stock in the hands of such Beneficiary.

                  (b) Notwithstanding the foregoing,  if a Purported  Beneficial
Transferee  or  Purported  Beneficial  Holder  receives  consideration  for  the
designation by the Purported  Record  Transferee or Purported Record Holder of a
Beneficiary  of an interest in the Trust that  exceeds the Excess  Common  Stock
Limitation Price, such Purported  Beneficial  Transferee or Purported Beneficial
Holder shall pay, or cause the  Beneficiary of the interest in the Trust to pay,
to the  Corporation  the amount by which such  consideration  exceeds the Excess
Common Stock Limitation Price.

         Section 4.11.6  Purchase Right in Excess Common Stock.  Notwithstanding
Section  4.10.5,  shares of  Excess  Common  Stock  shall be deemed to have been
offered for sale to the Corporation, or its designee, at a price per share equal
to the Excess Common Stock  Limitation  Price  (determined by substituting  "the
date on which the Corporation,  or its designee,  accepts the offer to sell" for
"the date of the designation of the Beneficiary of the interest in the Trust" in
clause (B) of the  definition of Limitation  Price in Section  4.11.5 (a)).  The
Corporation  shall  have the right to accept  such  offer for a period of ninety
days  after  the  later of (i) the date of the  Transfer  or other  event  which
resulted in the issuance of such Excess Common Stock and (ii) if the Corporation
does not receive  actual notice of a Transfer or other event pursuant to Section
4.10.8,  the date the Board of  Directors  determines  in good faith that such a
Transfer or other event  resulting  in the  issuance of Excess  Common Stock has
occurred.

                                    ARTICLE V
                             General REIT Provisions

         Section 5.1.1  General  Limitations.  Notwithstanding  anything else in
these Amended and Restated Articles of Incorporation (i) no Person shall Acquire
any shares of Capital Stock if, as a result of such Acquisition, the outstanding
shares of the  Capital  Stock would be owned  beneficially  and not of record by
less  than  100  Persons   (determined   without   reference  to  any  rules  of
attribution),  (ii) no Person shall  Acquire or  Beneficially  Own any shares of
Capital Stock if, as a result of such Acquisition or Beneficial  Ownership,  the
Corporation  would be "closely held" within the meaning of Section 856(h) of the
Code and (iii) no person shall Acquire or Beneficially Own any shares of Capital
Stock  if,  as a  result  of  such  Acquisition  or  Beneficial  Ownership,  the
Corporation  would fail to qualify as a REIT  (including,  but not limited to, a
Transfer or other event that would result in the Corporation owning (directly or
Constructively) an interest in a tenant that is described in Section
<PAGE>
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).

         Section 5.1.2 Termination of REIT Status.  The Board of Directors 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 at an annual or special  meeting of the  stockholders  and (iii)
such  resolution is approved by the vote of a majority of the shares entitled to
be cast on the resolution.

         Section 5.1.3 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.

         Section  5.1.4  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.

         Section 5.1.5 Waiver.  The Corporation shall have authority at any time
to waive the requirements  that Excess Stock be issued or be deemed  outstanding
in accordance with the provisions of Article IV or that the  Corporation  redeem
shares  of  Series A  Preferred  Stock,  Series B  Preferred  Stock or  Series C
Preferred  Stock pursuant to Sections 4.4.8 , 4.6.8 and 4.7.3 if the Corporation
determines,  based on an opinion of nationally  recognized tax counsel, that the
issuance of such Excess Stock or the fact that such Excess Stock is deemed to be
outstanding,  or  any  such  redemption  would  jeopardize  the  status  of  the
Corporation as a REIT for federal income tax purposes.

                                   ARTICLE VI
                               Board of Directors

         Section 6.1.1    Management.   The   management   of the  business  and
the  conduct  of the  affairs of the Corporation shall be vested in its Board of
Directors.

         Section 6.1.2 Number. The number of directors which will constitute the
entire Board of Directors  shall be fixed by, or in the manner  provided in, the
By-laws but shall in no event be less than three.  Any increases or decreases in
the  size of the  board  shall be  apportioned  equally  among  the  classes  of
directors to prevent stacking in any one class of directors.

         Section 6.1.3 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 By-laws of the
Corporation, one class shall originally be elected for a term
<PAGE>
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 qualified.
Except  as  otherwise  provided  in  these  Amended  and  Restated  Articles  of
Incorporation,  at each annual meeting of the  stockholders of the  Corporation,
the  date  of  which  shall  be  fixed  by or  pursuant  to the  By-laws  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 6.1.4 Vacancies.  Except as otherwise provided in these Amended
and Restated Articles of Incorporation,  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 6.1.5  Removal.  Except as otherwise  provided in these Amended
and Restated Articles of Incorporation,  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  6.0.5,  "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 6.1.6  By-laws.  Except as otherwise  provided in the MGCL, the
Board of Directors shall have power to adopt,  amend,  alter,  change and repeal
any By-laws of the Corporation by vote of the majority of the Board of Directors
then in office.  Any adoption,  amendment,  alteration,  change or repeal of any
By-laws by the  stockholders  of the  Corporation  shall require the affirmative
vote of a majority  of the  aggregate  number of votes then  entitled to be cast
generally in the election of directors. Notwithstanding anything in this Section
6.0.6 to the  contrary,  no  amendment,  alteration,  change  or  repeal  of any
provision of the By-laws relating to the  classification or removal of directors
or the amendment or repeal of the By-laws shall be effected  without the vote of
two-thirds of the aggregate  number of votes  entitled be cast  generally in the
election of Directors.

         Section 6.1.7    Powers.  The enumeration and definition of  particular
powers  of  the  Board  of  Directors  included  elsewhere  in these Amended and
Restated Articles of Incorporation shall in
<PAGE>
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 these  Amended  and  Restated
Articles of Incorporation,  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, as  applicable  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 these  Amended and  Restated  Articles of
Incorporation  of the Corporation or repeal of any of its provisions shall limit
or eliminate any of the benefits  provided to directors and officers  under this
Article  VII in  respect  of any act or  omission  that  occurred  prior to such
amendment or repeal.

                                  ARTICLE  VIII
                                 Indemnification

         The Corporation  shall  indemnify,  to the fullest extent  permitted by
Maryland law, as applicable  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.  The  Corporation  shall  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,  to the  fullest  extent
permitted by, and in accordance  with the applicable  requirements  of, Maryland
law, as applicable  from time to time. 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,  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 these  Amended and  Restated  Articles of
Incorporation  of the Corporation 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 of Stockholders

                  Any  corporate  action  upon which a vote of  stockholders  is
required or  permitted  may be taken  without a meeting or vote of  stockholders
with the unanimous written consent of stockholders entitled to vote thereon.
<PAGE>

                                    ARTICLE  X
                                    Amendment

                  The Corporation  reserves the right to amend,  alter or repeal
any provision  contained in these Amended and Restated Articles of Incorporation
upon (i) adoption by the Board of Directors  of a resolution  recommending  such
amendment, alteration, or repeal, (ii) presentation by the Board of Directors to
the  stockholders  of a  resolution  at an  annual  or  special  meeting  of the
stockholders  and (iii) approval of such resolution by the  affirmative  vote of
the holders of a majority of the aggregate  number of votes  entitled to be cast
generally in the election of directors; provided, however, subject to the voting
rights of the Series A Preferred  Stock,  the Series B  Preferred  Stock and the
Series C Preferred  Stock,  the affirmative vote of the holders of two-thirds of
the aggregate number of votes then entitled to be cast generally in the election
of directors,  shall be required to amend  Sections  4.10.3(b),  6.3 and 6.5 and
Article X hereof; and provided,  further,  that Section 5.4 shall not be amended
or deleted  without the  unanimous  approval  of the holders of the  outstanding
stock  entitled  to vote  generally  in the  election of  directors.  All rights
conferred upon stockholders herein are subject to this reservation.

                                   ARTICLE  XI
                                    Existence

                  The Corporation is to have a perpetual existence.

                                                  *  *  *  *  *  *

--------
1/
         This document has been  conformed  and restated  solely for purposes of
Section  232.102(c)  of  Regulation  S-T under the  Securities  Act of 1933,  as
amended.  It incorporates  the Articles of Amendment and Restatement of Articles
of  Incorporation of Prime Retail,  Inc. dated May 29, 1996, as amended,  and as
further  modified by the Articles  Supplementary  classifying  and designating a
series  of  preferred  stock  as  Series  C  Cumulative  Convertible  Redeemable
Preferred Stock and fixing distribution and other preferences and rights of such
series,  as filed with the  Maryland  Department  of  Assessments  and  Taxation
("SDAT") on September 8, 1997, and the Articles  Supplementary  classifying  and
designating  175,800  shares  of  preferred  stock as 8.5%  Series B  Cumulative
Participating  Convertible Preferred Stock and 87,900 shares of excess preferred
stock as Excess Series B Preferred Stock, as filed on February 19, 1997 with the
SDAT.