SKY MERGER CORP.
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                      (to be renamed, "Prime Retail, Inc.")

     Sky Merger Corp.,  a Maryland  corporation  having its principal  office in
Baltimore,  Maryland and having CSC - Lawyers  Incorporating  Service Company as
its resident  agent  located at 11 East Chase Street,  Baltimore,  Maryland (the
"Corporation"), hereby certifies to the Maryland State Department of Assessments
and Taxation ("SDAT"), that:

     FIRST: The Corporation was  incorporated  pursuant to the laws of the State
of Maryland on November 12, 1997 whereby it filed its Articles of  Incorporation
dated November 11, 1997.

     SECOND:  The  Corporation  entered into that  certain  Amended and Restated
Agreement  and  Plan of  Merger  dated  as of  February  1,  1998  (the  "Merger
Agreement") among the Corporation,  Prime Retail,  Inc., a Maryland  corporation
(the  "Predecessor  Corporation"),   Prime  Retail,  L.P.,  a  Delaware  limited
partnership,  Horizon Group, Inc., a Michigan corporation  ("Horizon"),  Horizon
Group Properties, Inc., a Maryland corporation,  Horizon Group Properties, L.P.,
a  Delaware  limited  partnership,   and  Horizon/Glen  Outlet  Centers  Limited
Partnership, a Delaware limited partnership.

     THIRD: The Corporation  intends to file certain Articles of Merger with the
SDAT (the  "Horizon/Subsidiary  Articles of Merger"),  pursuant to which Horizon
will be  merged  into the  Corporation  with the  Corporation  as the  surviving
corporation.

     FOURTH:  Pursuant to the Merger Agreement,  immediately after the filing of
the  Horizon/Subsidiary  Articles of Merger,  the Corporation  will file certain
Articles  of  Merger  with the SDAT (the  "Prime/Horizon  Articles  of  Merger")
pursuant  to  which  (I)  the  Predecessor   Corporation  will  merge  into  the
Corporation,  with the  Corporation  as the surviving  corporation  and (ii) the
Corporation will continue under the name "Prime Retail, Inc."

     FIFTH:  These Amended and Restated Articles of Incorporation have been duly
approved and adopted by the  Corporation's  shareholders  in accordance with the
Maryland General Corporation Law as now or hereafter in force (the "MGCL").

     SIXTH:  The  Corporation  desires  to amend  and  restate  its  charter  as
currently in effect as hereinafter  provided.  The provisions set forth in these
Amended and Restated  Articles of  Incorporation  are all the  provisions of the
charter of the Corporation as currently in effect and will survive the filing of
the  Horizon/Subsidiary  Articles  of Merger and the  Prime/Horizon  Articles of
Merger.  The  Articles of  Incorporation  of the  Corporation,  as  currently in
effect, are hereby amended and restated in full as follows:

<PAGE>

                                    ARTICLE I
                                      Name

     The name of the Corporation (the "Corporation") is "Sky Merger Corp."

                                   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 11 East Chase Street, Baltimore,  Maryland 21202. The name
of its registered  agent at that office is CSC - Lawyers  Incorporating  Service
Company.
                                   ARTICLE III
                                     Purpose

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

4.1      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
262,815,000  consisting of (i)  150,000,000  shares of common stock having a par
value of one cent  ($.01)  per share  (the  "Common  Stock"),  amounting  in the
aggregate to par value of $1,500,000,  (ii) 24,315,000 shares of preferred stock
having  a par  value of one cent  ($.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") and  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")

<PAGE>

and  (iii)  88,500,000  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 $885,000,  of which 76,342,500 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
$2,628,150.

     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.

     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.

4.2 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.

<PAGE>

     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.

     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).
<PAGE>


     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.

     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.
<PAGE>

     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.

     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.
<PAGE>

     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.

     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  on March 15,  1994 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

<PAGE>

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 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.  Upon the filing of the  Prime/Horizon  Articles of
Merger,  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
Second  Amended and Restated  Agreement of Limited  Partnership of Prime Retail,
L.P., of which,  upon the filing of the  Prime/Horizon  Articles of Merger,  the
Corporation  is the sole general  partner,  dated as of June __,  1998,  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

          (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.


<PAGE>

     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.

     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.
<PAGE>

     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 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.
<PAGE>
     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.

     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.

4.3      SERIES A PREFERRED STOCK

     Section 4.3.1. Dividends.


<PAGE>

     (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 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)
<PAGE>

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.  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.
<PAGE>

     (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.

     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.
<PAGE>

     (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 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

<PAGE>

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.

     (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 
<PAGE>


applicable  limitations set forth herein may thereafter be reissued as shares of
any series of Preferred Stock.

         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 two-thirds of the shares
of the Series A Preferred Stock  outstanding at the time,  given in person or by
proxy,  either in writing or at a meeting (such Series A Preferred  Stock voting
separately as a class),  (i)  authorize,  create,  or increase the authorized or
issued amount of, any class or series of capital stock ranking senior to 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

<PAGE>

directors of the Corporation  shall thereupon return to the number of authorized
directors otherwise in effect, but subject always to the same provisions for the
renewal and  divestment  of such special  voting  rights in the case of any such
future  dividend  default  or  defaults  and  subject to the rights of any other
series of Preferred  Stock to vote for the election of directors,  together with
the Series A Preferred Stock, as described in Section  4.3.4(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 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
<PAGE>

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  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
<PAGE>


(the issuance of which must have been approved by a vote of at least  two-thirds
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
two-thirds 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.

     (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
<PAGE>

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.

     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
<PAGE>

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.

          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.

<PAGE>

          (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.

          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."
          
4.4 EXCESS SERIES A PREFERRED STOCK
<PAGE>

     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.  Section  IV.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
<PAGE>

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 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
<PAGE>

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 two-thirds 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,  dissolution,  or winding up of the
Corporation (the issuance of which must have been approved by a vote of at least
two-thirds 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  two-thirds  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.

     4.5 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
<PAGE>

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 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 15, 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.
<PAGE>

     (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 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
<PAGE>

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.

     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
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
<PAGE>

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.

     (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

<PAGE>

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 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
<PAGE>

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 two-thirds 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)  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
<PAGE>


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  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.
<PAGE>

     (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.

     (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

<PAGE>

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  two-thirds 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
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
<PAGE>

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  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

<PAGE>

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 other distribution, such reduction to become effective immediately after
     the  opening  of  business  on the day  following  the date  fixed for such
     determination.  For  purposes of this  subsection,  the number of shares of
     Common Stock at any time  outstanding  shall not include 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.

          (ii) In case the Corporation shall issue additional rights or warrants
     to all  holders of its Common  Stock  entitling  them to  subscribe  for or
     purchase  shares  of Common  Stock at a price per share  less than the then
     current  market  price  per  share   (determined  as  provided  in  Section
     4.5.6(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
<PAGE>

     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)  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.
<PAGE>

          (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.

          (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.
<PAGE>

          (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),  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:


<PAGE>

          (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;

     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.
<PAGE>

          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  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

<PAGE>

     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 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 4V.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
<PAGE>
          (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  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

<PAGE>

          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  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."

          4.6 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
<PAGE>

     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.  

          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.


<PAGE>

          (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.

          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 two-thirds 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


<PAGE>

     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 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. 

          4.7 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  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.

                                       
<PAGE>

          (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 IV.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  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
    

                                       
<PAGE>

     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)

<PAGE>

     the redemption  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  (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.

<PAGE>

          "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 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
<PAGE>

     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  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:
<PAGE>

          (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 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.
<PAGE>

          (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 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
<PAGE>

     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 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 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
<PAGE>

          (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 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.
<PAGE>

          (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.

          (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.

<PAGE>

          (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.

          (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
<PAGE>

     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
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),
<PAGE>

          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,

          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; 



<PAGE>

          (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

<PAGE>

     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 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 Preferred Stock (except for changes that do not
     materially  and  adversely  affect the  holders  of the Series C  Preferred
     Stock); or
<PAGE>

          (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.

          4.8 PREFERRED STOCK

          Section  IV.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.
<PAGE>

          4.9 EXCESS STOCK

          Section  IV.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.

          4.10 COMMON STOCK

          Section IV.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.

          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.

<PAGE>

          (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 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.
<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 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 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
<PAGE>

          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 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.
<PAGE>

     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.  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." 

          4.11 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
<PAGE>

     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.  

          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

<PAGE>

     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 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 5.0.1 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
<PAGE>

     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  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 5.0.2 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 5.0.3 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  5.0.4  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 5.0.5 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  6.0.1  Management.  The  management  of the  business and the
     conduct of the affairs of the  Corporation  shall be vested in its Board of
     Directors.

          Section 6.0.2 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.
     There are currently three directors in office whose names are as follows:

                               Norman Perlmutter
                                  James Wassel
                               Robert Perlmutter

          Section 6.0.3 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  expiring at the annual  meeting of  stockholders  to be held in 1999,
     another class shall originally be elected for a term expiring at the annual
     meeting  of  stockholders  to be held in  2000,  and  another  class  shall
     originally  be  elected  for a term  expiring  at  the  annual  meeting  of
     stockholders  to be held in 2001,  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 6.0.4 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 6.0.5 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 6.0.6 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
<PAGE>

     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 6.0.7 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 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.
<PAGE>

                                   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.

                                    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), 6.0.3 and 6.0.5 and Article X hereof.
     All  rights  conferred  upon  stockholders   herein  are  subject  to  this
     reservation.
                                   ARTICLE XI
                                    Existence

          The Corporation is to have a perpetual existence.

          SEVENTH: The total number of shares of stock heretofore  authorized is
     Fifty Million  (50,000,000) shares of stock of par value of one cent ($.01)
     per share and of the aggregate par value of Five Hundred  Thousand  Dollars
     ($500,000).  The capital stock of the corporation  heretofore is designated
     as common stock.

          The total  number of all classes of stock that the  Corporation  shall
     have authority to issue is 262,815,000 consisting of (i) 150,000,000 shares
     of common  stock  having a par  value of one cent  ($.01)  per  share  (the
     "Common  Stock"),  amounting in the  aggregate to par value of  $1,500,000,
     (ii)  24,315,000  shares of preferred  stock having a par value of one cent
     ($.01) per share (the  "Preferred  Stock"),  amounting to an aggregate  par
     value of $243,150 of which  2,300,000  shares shall be  designated as 10.5%
     Series A Senior Cumulative Preferred Stock (the "Series A Preferred Stock")
     and  7,190,800  shares  shall be  designated  as 8.5%  Series B  Cumulative
     Participating  Convertible Preferred Stock (the "Series B Preferred Stock")
     and 4,528,302 shares shall be designated as Series C Cumulative Convertible
     Redeemable  Preferred  Stock (the  "Series C  Preferred  Stock")  and (iii)
     88,500,000 shares of excess stock having a par value of one cent ($.01) per
     share (the  "Excess  Stock"),  amounting  in the  aggregate to par value of
     $885,000,  of which  76,342,500  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 $2,628,150.
<PAGE>

          A description  as amended of each class with  preferences,  conversion
     and other rights, voting powers, restrictions, limitations as to dividends,
     qualifications  and terms and  conditions  of  redemption  of each class of
     stock is set forth in Article SIXTH hereof.

          The Board of Directors of the  Corporation  by a unanimous  consent in
     writing in lieu of a meeting under  Section 2-408 of the MGCL,  dated as of
     June 11, 1998, adopted a resolution which set forth the foregoing amendment
     to and  restatement  of the Articles of  Incorporation,  declaring that the
     said  amendment to and  restatement  of the Articles of  Incorporation  was
     advisable  and  directing  that it be submitted  for action  thereon by the
     stockholders  by a unanimous  consent in writing in lieu of a meeting under
     Section 2-505 of the MGCL.

          EIGHTH:  Notice of a meeting  of  stockholders  to take  action on the
     amendment to and restatement of the Articles of Incorporation was waived by
     all stockholders of the Corporation.

          NINTH:   The  amendment  to  and   restatement   of  the  Articles  of
     Incorporation  of the  Corporation as hereinabove set forth was approved by
     the unanimous consent in writing of the sole stockholder of the Corporation
     dated as of June 11, 1998.
                                   * * * * * *
<PAGE>

          IN WITNESS WHEREOF,  Sky Merger Corp., has caused these presents to be
     signed in its name and on its behalf by its  President  and attested by its
     Secretary on June 12, 1998.

                                                         SKY MERGER CORP.
                                                         By: /s/ James S. Wassel
                                                                 James S. Wassel
                                                                 President




Attest: /s/ Amy L. Essex        
            Amy L. Essex
            Secretary
<PAGE>

                             Officer's Certification

          I, James S. Wassel,  President of SKY MERGER CORP., hereby acknowledge
     the foregoing  Amended and Restated Articles of Incorporation of Sky Merger
     Corp. to be the act of Sky Merger  Corp.,  and to the best of my knowledge,
     information  and belief,  these  matters and facts are true in all material
     respects, and my statement is made under penalties for perjury.

                                                        By:  /s/ James S. Wassel
                                                        Name:    James S. Wassel
                                                        Title:   President