FORM OF
 
                          CORRECTIONAL PROPERTIES TRUST
                      ARTICLES OF AMENDMENT AND RESTATEMENT
                             OF DECLARATION OF TRUST
 
         Correctional Properties Trust, a Maryland real estate investment trust
(the "Trust"), hereby certifies to the State Department of Assessment and
Taxation of Maryland that:
 
         FIRST: The Trust desires to amend and restate its Declaration of Trust
as currently in effect.
 
         SECOND: The Declaration of Trust is amended and as so amended is
restated in its entirety by striking out Articles I through Article XII and
inserting in lieu thereof the following:
 
                                    ARTICLE I
 
                                    FORMATION
 
         The Trustees hereby form a real estate investment trust (the "Trust")
within the meaning of Title 8 of the Corporations and Associations Article of
the Annotated Code of Maryland, as amended from time to time ("Maryland REIT
Law"). The Trust is not intended to be, and shall not be deemed to be, a general
partnership, limited partnership, limited liability partnership, joint venture,
joint stock company, limited liability company, corporation or other form of
organization (but nothing herein shall preclude the Trust from being treated for
tax purposes as an association under the Internal Revenue Code of 1986, as
amended from time to time (the "Code")). The shareholders shall be beneficiaries
of the Trust, subject to the terms and conditions set forth herein.
 
                                   ARTICLE II
 
                                      NAME
 
         The name of the Trust is:
 
                  CORRECTIONAL PROPERTIES TRUST
 
         Under circumstances in which the Board of Trustees of the Trust (the
"Board of Trustees" or "Board") determines that the use of the name of the Trust
is not practical, legal or convenient, the
 
 
 
 
<PAGE>   2
 
 
 
Trust may use any other designation or name of the Trust as designated by the
Board of Trustees from time to time. The Trust shall have the authority to
operate under an assumed name or names, including, without limitation, in such
state or states or any political subdivision thereof where it would not be
legal, practical or convenient to operate in the name of the Trust. The Trust
shall have the authority to file such assumed name certificate or other
instruments in such places as may be required by applicable law to operate under
such assumed name or names.
 
                                   ARTICLE III
 
                               PURPOSES AND POWERS
 
         Section 1. PURPOSES. The Trust is a for-profit real estate investment
trust organized for the purpose of engaging in any activity permitted to real
estate investment trusts under the laws of the State of Maryland.
 
         Section 2. POWERS. The Trust shall have all the powers granted to real
estate investment trusts generally by the Maryland REIT Law or any successor
statute and shall have all further powers as are not inconsistent with and are
appropriate to promote and attain its purposes. In addition, it is intended that
the business of the Trust will be conducted so that the Trust will qualify as a
"real estate investment trust" as defined in the Code and the provisions of this
Declaration of Trust shall be construed in such manner as to facilitate that
qualification under the Code.
 
                                   ARTICLE IV
 
                       RESIDENT AGENT AND PRINCIPAL OFFICE
 
         The name and address of the resident agent of the Trust in the State of
Maryland is The CSC Lawyers Incorporating Service Company, 11 East Chase Street,
Baltimore, Maryland 21202. The address of the Trust's initial principal office
is 4200 Wackenhut Drive, Palm Beach Gardens, Florida 33410-4243. The Trust may
have such other offices or places of business within or without the State of
Maryland as the Trustees from time to time determine.
 
                                    ARTICLE V
 
                                BOARD OF TRUSTEES
 
         Section 1. NUMBER. The Trust currently has nine (9) Trustees, but such
number may be hereafter increased and decreased from time to time by the Board
of Trustees acting pursuant to the Bylaws to not more than fifteen (15) members
and not less three (3) members. At least a majority of the members of the Board
of Trustees must be Independent Trustees. An "Independent Trustee"
 
 
                                      - 2 -
 
 
<PAGE>   3
 
 
 
is an individual who qualifies as a Trustee under the Bylaws of the Trust, but
who is neither (a) an officer or an employee of the Trust or its affiliates, nor
(b) a director, trustee, officer or employee of, or other person who has a
material financial interest in, any of (1) The Wackenhut Corporation, a Florida
corporation, or Wackenhut Corrections Corporation, a Florida corporation, or (2)
any lessee or tenant of property owned by the Trust, or (3) any owner, lessee or
tenant of any property financed by the Trust or by the Trust's affiliates, other
than any such owner, lessee or tenant which is an affiliate of the Trust, or (4)
any management company operating any property owned or financed by the Trust or
by the Trust's affiliates, or (5) an affiliate of any of the foregoing. As used
herein, the term "affiliate" shall have the meaning ascribed to such term in
Rule 405 under the Securities Act of 1933, as amended. A Trustee need not be a
shareholder. The business and affairs of the Trust shall be managed under the
direction of the Trustees and the Trustees shall have full, exclusive and
absolute power, control, and authority over the assets of the Trust and over the
business of the Trust as if they, in their own right, are the sole owners of the
Trust. This Declaration of Trust shall be construed with the presumption in
favor of the grant of power and authority to the Trustees.
 
         Section 2. ELECTION.
 
                  (a) The Trustees of the Trust (other than any Trustees who may
be elected by holders of Preferred Shares as provided for pursuant to Article
VIII Section 5 hereof) shall be and are divided into three classes: Class I,
Class II and Class III. The number of Trustees in each class shall be as nearly
equal as the then-authorized number of Trustees constituting the Board of
Trustees permits. Each Trustee shall serve for a term ending on the date of the
third Annual Meeting of the shareholders following the Annual Meeting at which
such Trustee was elected; PROVIDED, HOWEVER, that each initial Trustee in Class
I shall serve for a term ending on the date of the Annual Meeting held in 1999,
each initial Trustee in Class II shall serve for a term ending on the date of
the Annual Meeting held in 2000, and each initial Trustee in Class III shall
serve for a term ending on the date of the Annual Meeting held in 2001. Any
Trustee who may be elected by holders of Preferred Shares as provided for
pursuant to Article VIII Section 5 hereof shall serve for a term ending on the
date of the Annual Meeting next following the Annual Meeting of shareholders at
which such Trustee was elected or for such other period not beyond the third
Annual Meeting of shareholders following such Trustee's election as may be
provided for pursuant to such provisions. The names of the initial Class I
Trustees are: Richard R. Wackenhut, William M. Murphy and Robert R. Veach, Jr.
The names of the initial Class II Trustees are: George R. Wackenhut, Anthony D.
Travisono and Clarence E. Anthony. The names of the initial Class III Trustees
are: George C. Zoley, Charles R. Jones and James D. Motta.
 
                  (b) In the event of any increase or decrease in the authorized
number of Trustees:
 
                  (1) Each Trustee then serving shall nevertheless continue as a
Trustee of the class of which he is a member until the expiration of his term or
his prior death, retirement, resignation or removal; and
 
 
 
                                      - 3 -
 
 
<PAGE>   4
 
 
 
                  (2) Except to the extent that an increase or decrease in the
authorized number of Trustees occurs in connection with the rights of holders of
Preferred Shares to elect additional Trustees, the newly-created or eliminated
trusteeships resulting from any increase or decrease shall be apportioned by the
Board of Trustees among the three classes so as to keep the number of Trustees
in each class as nearly equal as possible.
 
                  (c) Cumulative voting will not be permitted in the election of
Trustees.
 
         Section 3. TERM. Notwithstanding the provisions of Article V Sections
2(a) and (b), each Trustee shall serve until his successor is elected and
qualifies or until his prior death, retirement, resignation or removal.
 
         Section 4. REMOVAL. Subject to the provisions of Article V Section
5(b), the shareholders may, at any time, remove any Trustee, with or without
cause, by an affirmative vote of holders of two-thirds of shares entitled to
vote in the election of Trustees.
 
         Section 5. VACANCY.
 
                  (a) Except as may otherwise be provided pursuant to Article
VIII Section 5 hereof with respect to any rights of holders of Preferred Shares
to elect additional Trustees or any agreement relating to the right to designate
nominees for election to the Board of Trustees, should a vacancy in the Board of
Trustees occur or be created (whether arising through death, retirement,
resignation or removal or through an increase but not a decrease in the number
of authorized Trustees), such vacancy shall be filled by the affirmative vote of
a majority of the remaining Trustees, even though less than a quorum of the
Board of Trustees may exist. A Trustee so elected to fill a vacancy shall serve
for the remainder of the term of the class to which he was elected and until his
successor is elected and qualifies.
 
                  (b) During any period when the holders of any series of
Preferred Shares have the right to elect additional Trustees as provided for or
fixed pursuant to the provisions of Article VIII Section 5 hereof, then upon
commencement and for the duration of the period during which such right
continues (i) the then otherwise total and authorized number of Trustees of the
Trust shall automatically be increased by the number of such additional
Trustees, and such holders of Preferred Shares shall be entitled to elect the
additional Trustees so provided for or fixed pursuant to said provisions, (ii)
each such additional Trustee shall serve until the next Annual Meeting of
shareholders and until such Trustee's successor shall have been duly elected and
qualifies, or until such Trustee's right to hold such office terminates pursuant
to said provisions, whichever occurs earlier, subject to his earlier death,
disqualification, resignation or removal and (iii) the removal of any such
additional Trustee shall be governed by the terms of the Preferred Shares as
provided for or fixed pursuant to Article VIII Section 5.
 
         Section 6. LEGAL TITLE. Legal title to all Trust Property (as
hereinafter defined) shall be vested in the Trustees, but they may cause legal
title to any Trust Property to be held by or in the
 
 
 
                                     - 4 -
 
<PAGE>   5
 
name of any Trustee, or the Trust, or any other person as nominee. "Trust
Property" shall mean all property, real, personal or otherwise, tangible or
intangible, which is transferred or conveyed to the Trust or the Trustees
(including all rents, income, profits and gains therefrom), or which is
otherwise owned or held by, or for the account of, the Trust or the Trustees.
 
         Section 7. SUCCESSOR TRUSTEES. The right, title and interest of the
Trustees in and to the Trust Property shall vest automatically in all persons
who may become Trustees hereafter upon their due election and qualification
without any further act, and thereupon they shall have the same rights,
privileges, powers, duties and immunities as though originally named as Trustees
in this Declaration of Trust. Appropriate written evidence of the election and
qualification of successor Trustees shall be filed with the records of the Trust
and in such other offices or places as the Trustees may deem necessary,
appropriate or desirable. Upon the resignation, removal or death of a Trustee or
other termination of his term of office, he (and in the event of his death, his
estate) automatically shall cease to have any right, title or interest in or to
any of the Trust Property, and the right, title and interest of such Trustee in
and to the Trust Property shall vest automatically in the remaining Trustees
without any further act.
 
                                   ARTICLE VI
 
                               POWERS OF TRUSTEES
 
         Section 1. POWERS OF TRUSTEES. The Trustees shall have all the powers
necessary, convenient or appropriate to effectuate the purposes of the Trust and
may take any action which they deem necessary or desirable to carry out such
purposes. Any determination of the purposes of the Trust made by the Trustees in
good faith shall be conclusive. In construing the provisions of this Declaration
of Trust, the presumption shall be in favor of the grant of power to the
Trustees. Except as otherwise provided under the Maryland REIT Law or this
Declaration of Trust, the Trustees' powers shall include, without limitation,
the following:
 
                  (1) To purchase, acquire through the issuance of shares in the
Trust, obligations of the Trust or otherwise, and to mortgage, sell, acquire or
lease, hold, manage, improve, lease to others, option, exchange, release and
partition, real estate interests of every nature, including freehold, leasehold,
mortgage, ground rent and other interests therein, and to erect, construct,
alter, repair, demolish or otherwise change buildings and structures of every
nature;
 
                  (2) To purchase, acquire through the issuance of shares in the
Trust, obligations of the Trust or otherwise, option, sell and exchange, stocks,
bonds, notes, certificates of indebtedness and securities of every nature;
 
                  (3) To purchase, acquire through the issuance of shares in the
Trust, obligations of the Trust or otherwise, mortgage, sell, acquire or lease,
hold, manage, improve, lease to others, option and exchange personal property of
every nature;
 
 
 
                                      - 5 -
 
 
<PAGE>   6
 
 
 
                  (4) To hold legal title to property of the Trust in the name
of the Trust, or in the name of one or more of the Trustees for the Trust, or of
any other person for the Trust, without disclosure of the interest of the Trust
therein;
 
                  (5) To borrow money for the purposes of the Trust and to give
notes, debentures, bonds or other negotiable or nonnegotiable instruments or
obligations of the Trust therefor; to enter into other obligations or guarantee
the obligations of others on behalf of and for the purposes of the Trust; and to
mortgage or pledge or cause to be mortgaged or pledged real and personal
property of the Trust to secure such notes, debentures, bonds, instruments or
other obligations;
 
                  (6) To lend money on behalf of the Trust and to invest the
funds of the Trust;
 
                  (7) To create reserve funds for such purposes as they deem
advisable;
 
                  (8) To deposit funds of the Trust in banks and other
depositories without regard to whether such accounts will draw interest;
 
                  (9) To pay taxes and assessments imposed upon or chargeable
against the Trust or the Trustees (other than income, social security and other
taxes required to be paid by the Trustees individually based upon their
compensation from the Trust) by virtue of or arising out of the existence,
property, business or activities of the Trust;
 
                  (10) To purchase, issue, sell or exchange shares in the Trust;
 
                  (11) To exercise in respect of property of the Trust all
options, privileges and rights, whether to vote, assent, subscribe or convert;
or of any other nature; to grant proxies; and to participate in and accept
securities issued under any voting trust agreement;
 
                  (12) To participate in any reorganization, readjustment,
consolidation, merger, dissolution, sale or purchase of assets, lease, or
similar proceedings of any corporation, partnership or other organization in
which the Trust shall have an interest and in connection therewith to delegate
discretionary powers to any reorganization, protective or similar committee and
to pay assessments and other expenses in connection therewith;
 
                  (13) To engage or employ officers, other employees, agents and
representatives of any nature, or independent contractors, including, without
limiting the generality of the foregoing, transfer agents for the transfer of
shares in the Trust, registrars, underwriters, dealers, agents or other
distributors for the sale of shares in the Trust, independent certified public
accountants, attorneys at law, appraisers, real estate agents and brokers; and
to delegate to one or more Trustees, agents, representatives, officers,
employees, independent contractors or other persons such powers and duties as
the Trustees deem appropriate;
 
 
 
                                      - 6 -
 
 
<PAGE>   7
 
 
 
                  (14) To determine conclusively the allocation between capital
and income of the receipts, holdings, expenses and disbursements of the Trust,
regardless of the allocation which might be considered appropriate in the
absence of this provision;
 
                  (15) To determine conclusively the value from time to time,
and to revalue, the real estate, securities and other property of the Trust by
means of independent appraisals or otherwise;
 
                  (16) To compromise or settle claims, questions, disputes and
controversies by, against or affecting the Trust;
 
                  (17) To solicit proxies of the shareholders;
 
                  (18) To adopt a fiscal year for the Trust and to change such
fiscal year;
 
                  (19) To adopt and use a seal;
 
                  (20) To merge the Trust with or into any other trust,
corporation, entity or person in accordance with the laws of the State of
Maryland;
 
                  (21) To exercise exclusive power to make and alter the Bylaws
of the Trust in a manner that is not inconsistent with law or this Declaration
of Trust to regulate the governance of the Trust and the administration of its
affairs;
 
                  (22) To make donations for the public welfare or for
community, charitable, religious, educational, scientific, civic or similar
purposes, regardless of any direct benefit to the Trust;
 
                  (23) To cause the Trust to purchase interests in one or more
general or limited partnerships or limited liability companies formed to carry
out the activities described above, and to exercise all of the rights, powers
and duties granted by the laws of the jurisdictions in which such partnerships
and limited liability companies are formed to general or limited partners or
members, as the case may be;
 
                  (24) To deal with the Trust Property in every way, including
providing for the Trust to be promotor, general or limited partner, member,
associate or manager of any joint ventures, partnerships, limited liability
companies and any other combinations or associations, that would be lawful for
an individual, whether similar to or different from the ways herein and
hereinabove specified; and
 
                  (25) To cause the Trust to exercise its powers through
ownership or operation of corporate subsidiaries, partnerships, limited
liability companies and other combinations and operations.
 
 
 
 
                                      - 7 -
 
 
<PAGE>   8
 
 
 
         Section 2. TRUSTEES' RIGHT TO OWN SHARES. A Trustee may acquire, hold
and dispose of shares in the Trust for his individual account and may exercise
all rights of a shareholder to the same extent and in the same manner as if he
were not a Trustee.
 
         Section 3. TRANSACTIONS BETWEEN THE TRUST AND ITS TRUSTEES, OFFICERS,
EMPLOYEES AND AGENTS. Subject to any express restrictions in this Declaration of
Trust or adopted by the Trustees in the Bylaws or by resolution, the Trust may
enter into any contract or transaction of any kind (including without limitation
for the purchase, lease or sale of property or for any type of services,
including those in connection with underwriting or the offer or sale of
securities of the Trust) with any person, including any Trustee, officer,
employee or agent of the Trust or any person affiliated or associated with a
Trustee, officer, employee or agent of the Trust, whether or not any of them has
a financial interest in such transaction.
 
                                   ARTICLE VII
 
                                   REIT STATUS
 
         The Trust is intended to qualify as a real estate investment trust
under the Maryland REIT Law, or any successor statutes. The Trust shall also
seek to elect and maintain status as a real estate investment trust ("REIT")
under Sections 856-860 or any successor sections of the Code. It shall be the
duty of the Board of Trustees to use its commercially reasonable efforts to
ensure that the Trust satisfies the requirements for qualification as a REIT
under the Code, including, but not limited to, the ownership of its outstanding
shares, the nature of its assets, the sources of its income, and the amount and
timing of its distributions to its shareholders. The Board of Trustees shall
endeavor to take no action to disqualify the Trust as a REIT or to otherwise
revoke the Trust's election to be taxed as a REIT without the affirmative vote
of the holders of not less than two-thirds of all of the outstanding shares of
the Trust entitled to vote on such matter.
 
                                  ARTICLE VIII
 
                             SHARES AND SHAREHOLDERS
 
         Section 1. AUTHORIZED CAPITAL SHARES. The total number of shares which
the Trust initially has authority to issue is 150,000,000 shares of a class
denominated Common Shares, $.001 par value per share, and 50,000,000 shares of a
class denominated Preferred Shares, $.001 par value per share, for an aggregate
of 200,000,000 shares with an aggregate par value of $200,000.
 
         Section 2. CERTIFICATES OF OWNERSHIP. Ownership of shares shall be, as
determined by the Trustees, either (i) evidenced by certificates in such form as
shall be determined by the Trustees from time to time, or (ii) registered in
uncertificated form, each in accordance with the laws of the State
 
 
 
 
                                      - 8 -
 
 
<PAGE>   9
 
 
 
of Maryland. The owners of the shares, who are the beneficiaries of the Trust,
shall be designated as "shareholders." The certificates shall be negotiable and
title thereto shall be transferred by assignment or delivery in all respects as
a stock certificate of a Maryland corporation except as may be noted thereon.
 
         Section 3. FRACTIONAL SHARES. The Trust may issue shares in fractional
denominations to the same extent as its whole shares, and any fractional share
shall carry proportionately the rights of a whole share, including without
limitation, the right to vote, the right to receive dividends and distributions
and the right to participate upon liquidation of the Trust. A fractional share
shall not however, have any right to receive a certificate evidencing it,
regardless of whether a full share has such right, but if so determined by the
Trustees, may be represented by scrip.
 
         Section 4. NO LEGAL TITLE TO TRUST PROPERTY. The shareholders shall
have no legal title or interest in the Trust Property and no right to a
partition thereof or to an accounting therefor during the continuance of the
Trust but only to the rights expressly provided in this Declaration of Trust and
under Maryland REIT Law. Neither the transfer of shares nor the death,
insolvency or incapacity of any shareholder shall operate to dissolve or
terminate the Trust, nor shall it entitle any transferee, legal representative
or other person to a partition of the property of the Trust or to an accounting
therefor.
 
         Section 5. COMMON SHARES/PREFERRED SHARES. Common Shares may be issued
from time to time upon authorization by the Board of Trustees of the Trust.
Preferred Shares may be issued from time to time upon authorization by the Board
of Trustees of the Trust, in such series and with such preferences, conversion
or other rights, voting powers, restrictions, limitations as to dividends or
distributions, qualifications or terms or conditions of redemption or other
provisions as may be fixed by the Board of Trustees, except as otherwise set
forth in this Declaration of Trust. Without limiting the foregoing, the Board of
Trustees shall have the power to classify and reclassify any unissued shares of
the Trust of any class or series from time to time by setting or changing the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or distributions, qualifications or terms or
conditions of redemption of the shares. Shares may be issued for such
consideration, if any, as the Board of Trustees determines, including, without
limitation, for services and as otherwise provided in this Article VIII Section
12, and also may be issued as a result of a share dividend or share split,
without any consideration, and all shares so issued will be fully paid and
non-assessable by the Trust. The Board of Trustees may also authorize the
issuance of debt instruments, shares, and securities convertible into shares of
the Trust for such consideration as the Board of Trustees may deem advisable.
 
         Section 6. ANNUAL MEETING. A meeting of shareholders shall be held
annually after the delivery of the annual report of the Trust at a convenient
location, within or without the United States, as determined by the Board of
Trustees, upon proper notice as set forth in the Bylaws of the Trust. However,
the failure to hold an annual meeting shall not invalidate the Trust's existence
or affect any otherwise valid act of the Trust or Trustees.
 
 
 
 
                                     - 9 -
 
 
<PAGE>   10
 
 
 
         Section 7. DIVIDENDS AND DISTRIBUTIONS. Subject to the provisions of
Article VII, the Trustees, within thirty (30) days after the end of each fiscal
year in each calendar year after the calendar year in which the Trust is
created, and, in their discretion, more frequently, shall use commercially
reasonable efforts to declare and pay to the shareholders such dividends and
distributions, as may be necessary to continue to qualify the Trust as a "real
estate investment trust," as defined in the Code, as well as such additional
dividends and distributions as the Trustees in their discretion may declare.
 
         Section 8. DIVIDENDS AND DISTRIBUTIONS; RIGHTS UPON LIQUIDATION. After
the provisions with respect to preferential dividends or distributions of any
class or series of Preferred Shares, if any, shall have been satisfied, and
subject to any other conditions that may be fixed in accordance with the
provisions of this Article VIII Section 5, then, and not otherwise, all Common
Shares will participate equally in dividends and distributions payable to
holders of shares of Common Shares when and as declared by the Board of Trustees
at their discretion. In the event of voluntary or involuntary dissolution or
liquidation of the Trust, after providing for the payment of all liabilities,
and after distribution in full of the preferential amounts, if any, to be
distributed to the holders of Preferred Shares pursuant to the additional
rights, if any, of the holders of Preferred Shares fixed in accordance with
Article VIII Section 5, the holders of Common Shares shall be entitled to
receive all of the remaining assets of the Trust, tangible and intangible, of
whatever kind available for distribution to shareholders ratably in proportion
to the number of Common Shares held by them respectively.
 
         Section 9. VOTING. Each holder of Common Shares shall be entitled to
one vote per share on all matters to be voted on by the holders of Common Shares
of the Trust. Except as may be otherwise provided or fixed by the Board of
Trustees with respect to the voting rights of Preferred Shares pursuant to
Article VIII Section 5, and except as required by law or the rules of any stock
exchange on which the shares of the Trust may be listed, the holders of
Preferred Shares shall have no voting rights and shall have no rights to receive
notice of any meetings.
 
         Section 10. VOTING RIGHTS OF COMMON SHAREHOLDERS. Holders of the Common
Shares shall be entitled to vote only on the following matters: (a) except as
may be otherwise provided or fixed by the Board of Trustees with respect to
voting rights of Preferred Shares pursuant to Article VIII Section 5, election
or removal of Trustees as provided in Article V Sections 2 and 4; (b) amendment
of this Declaration of Trust to the extent provided in Article XI; (c) a merger
of the Trust to the extent required under the Maryland REIT Law or the rules of
any stock exchange on which the shares of the Trust may be listed; (d) with
regard to the REIT status, as provided in Article VII; (e) termination of the
Trust as provided in Article XII; (f) on such other matters as a vote of the
holders of Common Shares may be required by law or pursuant to the rules of any
stock exchange on which the shares of the Trust may be listed from time to time;
and (g) with respect to such other matters as may be determined by the Board of
Trustees from time to time. Except with respect to the foregoing matters, no
action taken by the shareholders at any meeting shall in any way bind the Trust
or Trustees.
 
 
 
                                     - 10 -
 
 
<PAGE>   11
 
 
 
         Section 11. PREEMPTIVE RIGHTS. No holder of shares of the Trust shall
have any preemptive or preferential rights to subscribe to or purchase (i) any
shares of any class or series of the Trust, whether now or hereafter authorized;
(ii) any warrants, rights, or options to purchase any such shares; or (iii) any
securities or obligations convertible into or exchangeable for any such shares
or into or for warrants, rights or options to purchase any such shares.
 
         Section 12. EMPLOYEE, TRUSTEE AND OTHER OPTIONS AND PLANS. By action of
the Trustees, the Trust may issue, for such consideration as the Trustees deem
appropriate, options, warrants or other rights, including share appreciation
rights, to acquire shares, and securities convertible into and exchangeable for
shares, and, in the case of incentive or other compensatory plans for Trustees,
officers or employees of, and independent contractors and consultants to, the
Trust, the Trustees may award such securities as fully paid and nonassessable
shares to plan participants for no or nominal consideration, and may cause the
Trust to make loans to (or accept promissory obligations for future payment
from) such participants to assist them in the exercise of options or other
rights and in the payment for shares, and may determine that any such loan (or
promissory obligation) shall not affect the fully paid and nonassessable
character of shares so issued.
 
         Section 13. REACQUIRED SHARES. Subject to compliance with the Maryland
REIT Law, the Trust may repurchase or otherwise acquire its own shares and other
securities at such price or prices as the Board of Trustees may authorize and
for this purpose the Trust may create and maintain such reserves as are deemed
necessary or appropriate. Shares issued hereunder and purchased or otherwise
acquired for the account of the Trust shall constitute authorized but unissued
shares of the Trust.
 
         Section 14. TRANSFERABILITY OF SHARES. Subject to the provisions of
Article IX, shares in the Trust shall be transferable in accordance with the
procedures prescribed from time to time in the Trust's Bylaws. Except as may be
otherwise provided in the Bylaws, the persons in whose name the shares are
registered on the books of the Trust shall be deemed the absolute owners thereof
and, until a transfer is effected on the books of the Trust, the Trustees shall
not be affected by any notice, actual or constructive, of any transfer.
 
                                   ARTICLE IX
 
                          RESTRICTIONS AND LIMITATIONS
                       ON TRANSFER AND OWNERSHIP OF SHARES
 
         Section 1. RESTRICTIONS ON TRANSFER.
 
                  Section 1.1. DEFINITIONS. The following terms shall have the
following meanings:
 
                            (A) "Beneficial Ownership" shall mean ownership of
Equity Shares by a Person who would be treated as an owner of such Equity Shares
either directly under Section 542
 
 
 
 
                                     - 11 -
 
 
<PAGE>   12
 
 
 
of the Code or indirectly or constructively through the application of Section
544 of the Code, as modified by Section 856(h) of the Code. The terms
"Beneficial Owner," "Beneficially Owns," and "Beneficially Owned" shall have
correlative meanings.
 
                            (B) "Beneficiary" shall mean, with respect to any
Share Trust, one or more organizations described in each of Section 170(b)(1)(A)
and Section 170(c) of the Code that are named by the Trust as the beneficiary or
beneficiaries of such Share Trust, in accordance with the provisions of Article
IX Section 2.1 hereof.
 
                            (C) "Constructive Ownership" shall mean ownership of
equity interests by a Person who would be treated as an owner of such interests
either directly, indirectly or constructively under the Code including, without
limitation, Sections 318 of the Code, as applied by Section 856(d)(5) of the
Code. The terms "Constructive Owner," "Constructively Owns," and "Constructively
Owned" shall have correlative meanings.
 
                            (D) "Equity Shares" shall mean Preferred Shares and
Common Shares. The term "Equity Shares" shall include all Preferred Shares and
Common Shares that are held as Shares- in-Trust in accordance with the
provisions of this Article IX hereof.
 
                            (E) "Initial Public Offering" means the sale of
Common Shares pursuant to the Trust's first effective registration statement for
such Common Shares filed under the Securities Act of 1933, as amended.
 
                            (F) "Market Price" shall mean, with respect to
Common Shares or Preferred Shares, the last reported sales price of such shares
reported on the New York Stock Exchange on the trading day immediately preceding
the relevant date, or if such shares are not then traded on the New York Stock
Exchange, the last reported sales price of such shares on the trading day
immediately preceding the relevant date as reported on any exchange or quotation
system over which such shares may be traded, or if such shares are not then
traded over any exchange or quotation system, then the market price of such
shares on the relevant date as determined in good faith by the Board of Trustees
of the Trust.
 
                            (G) "Non-Transfer Event" shall mean an event other
than a purported Transfer that would cause any Person to Beneficially Own or
Constructively Own Equity Shares in excess of the Ownership Limit, including,
but not limited to, the granting of any option or entering into any agreement
for the sale, transfer or other disposition of Equity Shares, or the Transfer of
any securities or rights convertible into or exchangeable for Equity
 
 
 
                                     - 12 -
 
 
<PAGE>   13
 
 
 
Shares or the acquisition of an interest in any entity other than the Trust, or
the commencement of a relationship with any Person.
 
                            (H) "Operating Partnership" shall mean CPT Operating
Partnership L.P., a Delaware limited partnership.
 
                            (I) "Ownership Limit" shall mean, with respect to
the Common Shares, 9.8% of the number of each class or series of the outstanding
Common Shares and, with respect to the Preferred Shares, 9.8% of the number of
each class or series of the outstanding Preferred Shares.
 
                            (J) "Permitted Transferee" shall mean any Person
designated as a Permitted Transferee in accordance with the provisions of
Article IX Section 2.5 hereof.
 
                            (K) "Person" shall mean an individual, corporation,
partnership, estate, trust, 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.
 
                            (L) "Prohibited Owner" shall mean, with respect to
any purported Transfer or Non-Transfer Event, any Person who, but for the
provisions of this Article IX Section 2 hereof, would own record title to Equity
Shares.
 
                            (M) "Restriction Termination Date" shall mean the
first day after the date of the Initial Public Offering on which the Board of
Trustees and the shareholders of the Trust determine that it is no longer in the
best interests of the Trust to attempt to, or continue to, qualify as a REIT.
 
                            (N) "Shares-in-Trust" shall mean any Equity Shares
designated Shares-in- Trust pursuant to this Article IX Section 1.3 hereof.
 
                            (O) "Share Trust" shall mean any separate trust
created pursuant to this Article IX Section 1.3 hereof and administered in
accordance with the terms of this Article IX Section 2 hereof, for the exclusive
benefit of any Beneficiary.
 
                            (P) "Share Trustee" shall mean any Person 
unaffiliated with both the Trust and any Prohibited Owner, such Share Trustee to
be designated by the Trust to act as trustee of any Share Trust, or any
successor trustee thereof.
 
 
 
                                     - 13 -
 
 
<PAGE>   14
 
 
 
                            (Q) "Transfer" shall mean any sale, transfer, gift,
assignment, devise or other disposition of Equity Shares, whether voluntary or
involuntary, whether of record, constructively or beneficially and whether by
operation of law or otherwise.
 
                  Section 1.2. RESTRICTION ON TRANSFERS.
 
                            (A) Except as provided in this Article IX Section
1.7 hereof, during the period commencing on the date of the Initial Public
Offering and ending immediately prior to the Restriction Termination Date, (i)
no Person shall Beneficially Own or Constructively Own any Equity Shares in
excess of the Ownership Limit and (ii) any Transfer or Non-Transfer Event that,
if effective, would result in any Person Beneficially Owning or Constructively
Owning Equity Shares in excess of the Ownership Limit shall be void AB INITIO as
to that number of Equity Shares which would be otherwise Beneficially Owned or
Constructively Owned by such Person in excess of the Ownership Limit, and the
intended transferee shall acquire no rights with respect to such excess Equity
Shares. Notwithstanding the foregoing, in case of a Transfer or Non-Transfer
Event arising from the grant of any options to any Person pursuant to any share
option plan of the Trust or otherwise, the period referred to in the first
sentence of this paragraph shall commence on the date on which the Trust
commences its existence.
 
                            (B) Except as provided in this Article IX Section
1.7 hereof, from the date of the Initial Public Offering and ending immediately
prior to the Restriction Termination Date, any Transfer or Non-Transfer Event
that, if effective, would result in the Equity Shares being beneficially owned
by fewer than 100 Persons (determined without reference to any rules of
attribution) shall be void AB INITIO as to the Transfer of that number of shares
which would result in the Equity Shares being beneficially owned by fewer than
100 persons, and the intended transferee shall acquire no rights with respect to
such excess Equity Shares.
 
                            (C) From the date of the Initial Public Offering and
ending immediately prior to the Restriction Termination Date, any Transfer or
Non-Transfer Event that, if effective, would result in the Trust being "closely
held" within the meaning of Section 856(h) of the Code shall be void AB INITIO
as to that number of Equity Shares which would cause the Trust to be "closely
held" within the meaning of Section 856(h) of the Code, and the intended
transferee shall acquire no rights with respect to such excess Equity Shares.
 
                            (D) From the date of the Initial Public Offering and
ending immediately prior to the Restriction Termination Date, any Transfer or
Non-Transfer Event that, if effective, would cause the Trust to Constructively
Own 9.8% or more of the ownership interests in a tenant of the real property of
the Trust, the Operating Partnership or any direct or indirect subsidiary
(including, without limitation, partnerships and limited liability companies) of
the Trust or the Operating Partnership, within the meaning of Section
856(d)(2)(B) of the Code, shall be void AB INITIO as to that number of Equity
Shares which would cause the Trust to Constructively Own 9.8% or more of the
ownership interests in a tenant of the real property of the Trust, the Operating
Partnership or any direct or indirect subsidiary (including, without limitation,
partnerships and limited liability
 
 
 
 
                                     - 14 -
 
 
<PAGE>   15
 
 
 
companies) of the Trust or the Operating Partnership, within the meaning of
Section 856(d)(2)(B) of the Code, and the intended transferee shall acquire no
rights with respect to such excess Equity Shares. Notwithstanding the foregoing,
in case of a Transfer or Non-Transfer Event arising from the grant of any
options to any Person pursuant to any share option plan of the Trust or
otherwise, the period referred to in the first sentence of this paragraph shall
commence on the date on which the Trust commences its existence.
 
                  Section 1.3. TRANSFER TO SHARE TRUST.
 
                            (A) If, notwithstanding the other provisions
contained in this Article IX, at any time after the date of the Initial Public
Offering and prior to the Restriction Termination Date, there is a purported
Transfer or Non-Transfer Event such that any Person would either Beneficially
Own or Constructively Own Equity Shares in excess of the Ownership Limit, then
(i) except as otherwise provided in Article IX Section 1.7 hereof, the purported
transferee shall acquire no right or interest (and, in the case of a
Non-Transfer Event, the person holding record title to the Equity Shares
Beneficially Owned or Constructively Owned by such Beneficial Owner or
Constructive Owner, shall cease to own any right or interest) in such number of
Equity Shares which would cause such Beneficial Owner or Constructive Owner to
Beneficially Own or Constructively Own Equity Shares in excess of the Ownership
Limit, and (ii) such number of Equity Shares in excess of the Ownership Limit
(rounded up to the nearest whole share) shall be designated Shares-in-Trust and,
in accordance with the provisions of Article IX Section 2 hereof, transferred
automatically and by operation of law to a Share Trust to be held in accordance
with that Article IX Section 2. Such transfer to a Share Trust and the
designation of shares as Shares-in-Trust shall be effective as of the close of
business on the business day prior to the date of the Transfer or Non-Transfer
Event, as the case may be.
 
                            (B) If, notwithstanding the provisions contained in
this Article IX, at any time after the date of the Initial Public Offering and
prior to the Restriction Termination Date, there is a purported Transfer or
Non-Transfer Event that, if effective, would cause the Trust to become "closely
held" within the meaning of Section 856(h) of the Code or would cause the Trust
to Constructively Own 9.8% or more of the ownership interests in a tenant of the
real property of the Trust, the Operating Partnership or any direct or indirect
subsidiary (including, without limitation, partnerships and limited liability
companies) of the Trust or the Operating Partnership, within the meaning of
Section 856(d)(2)(B) of the Code, then (i) the purported transferee shall not
acquire any right or interest (and, in the case of a Non-Transfer Event, the
person holding record title to the Equity Shares with respect to which such
Non-Transfer Event, occurred, shall cease to own any right or interest) in such
number of Equity Shares the ownership of which by such purported transferee or
record holder would cause the Trust to be "closely held" within the meaning of
Section 856(h) of the Code or would cause the Trust to Constructively Own 9.8%
or more of the ownership interests in a tenant of the real property of the
Trust, the Operating Partnership or any direct or indirect subsidiary
(including, without limitation, partnerships and limited liability companies) of
the Trust or the Operating Partnership, within the meaning of Section
856(d)(2)(B) of the Code, and (ii) such number of Equity Shares (rounded up to
the nearest whole share) shall be designated Shares-in-Trust and,
 
 
 
                                     - 15 -
 
 
<PAGE>   16
 
 
 
in accordance with the provisions of Article IX Section 2 hereof, transferred
automatically and by operation of law to a Share Trust to be held in accordance
with that Article IX Section 2. Such transfer to a Share Trust and the
designation of shares as Shares-in-Trust shall be effective as of the close of
business on the business day prior to the date of the Transfer or Non-Transfer
Event, as the case may be.
 
                  Section 1.4. REMEDIES FOR BREACH. If the Trust or its
designees shall at any time determine in good faith that a Transfer or
Non-Transfer Event has taken place in violation of Article IX Section 1.2 hereof
or that a Person intends to acquire or has attempted to acquire Beneficial
Ownership or Constructive Ownership of any Equity Shares in violation of Article
IX Section 1.2 hereof, the Trust shall take such action as it deems advisable to
refuse to give effect to or to prevent such Transfer or acquisition, including,
but not limited to, refusing to give effect to such Transfer on the books of the
Trust or instituting proceedings to enjoin such Transfer or acquisition.
 
                  Section 1.5. NOTICE OF RESTRICTED TRANSFER. Any Person who
acquires or attempts to acquire Equity Shares in violation of Article IX Section
1.2 hereof, or any Person who owned Equity Shares that were transferred to a
Share Trust pursuant to the provisions of Article IX Section 1.3 hereof, shall
immediately give written notice to the Trust of such event and shall provide to
the Trust such other information as the Trust may request in order to determine
the effect, if any, of such Transfer or Non-Transfer Event, as the case may be,
on the Trust's status as a REIT.
 
         Section 1.6. OWNERS REQUIRED TO PROVIDE INFORMATION. From the date of
the Initial Public Offering and prior to the Restriction Termination Date:
 
                  (A) Every Beneficial Owner or Constructive Owner of more than
5%, or such lower percentages as required pursuant to regulations under the
Code, of the outstanding Equity Shares of the Trust shall, within 30 days after
the close of the Trust's taxable year, give written notice to the Trust stating
the name and address of such Beneficial Owner or Constructive Owner, the number
of shares of Equity Shares Beneficially Owned or Constructively Owned, and a
description of how such shares are held. Each such Beneficial Owner or
Constructive Owner shall provide to the Trust such additional information as the
Trust may request in order to determine the effect, if any, of such Beneficial
Ownership or Constructive Ownership on the Trust's status as a REIT and to
ensure compliance with the Ownership Limit.
 
                  (B) Each person who is a Beneficial Owner or Constructive
Owner of Equity Shares and each Person (including the shareholder of record) who
is holding Equity Shares for a Beneficial Owner or Constructive Owner shall
provide to the Trust such information as the Trust may request in order to
determine the Trust's status as a REIT and to ensure compliance with the
Ownership Limit.
 
        Section 1.7. EXCEPTION. The Ownership Limit shall not apply to the
acquisition of Equity Shares by an underwriter that participates in a public
offering of such Shares for a period of 90 days following the purchase by such
underwriter of such Shares provided that the restrictions
 
 
 
                                     - 16 -
 
 
<PAGE>   17
 
 
 
contained in Section 1.2 of this Article IX will not be violated following the
distribution by such underwriter of such Shares. In addition, the Board of
Trustees may, in its sole discretion, exempt a Person from the Ownership Limit
under terms and conditions established in the sole discretion of the Board of
Trustees as it may deem necessary or desirable in order to maintain the Trust's
status as a REIT.
 
                  Section 2. SHARES-IN-TRUST.
 
                  Section 2.1. SHARE TRUST. Without limiting the automatic
effect of the following provisions of this Article IX Section 2.1, the
Prohibited Owner shall be obligated to submit the Shares-in-Trust to the Trust
for registration in the name of the Share Trustee. Any Equity Shares transferred
automatically and by operation of law to a Share Trust and designated
Shares-in-Trust pursuant to Article IX Section 1.3 hereof shall be held for the
exclusive benefit of the Beneficiary. The Trust shall name a Beneficiary of each
Share Trust within five days after discovery of the existence thereof. Any
transfer to a Share Trust, and subsequent designation of Equity Shares as
Shares-in-Trust pursuant to Article IX Section 1.3 hereof, shall be effective as
of the close of business on the business day prior to the date of the Transfer
or Non-Transfer Event that results in the transfer to the Share Trust.
Shares-in-Trust shall remain issued and outstanding Equity Shares of the Trust
and shall be entitled to the same rights and privileges on identical terms and
conditions as are all other issued and outstanding Equity Shares of the same
class and series. When transferred to the Permitted Transferee in accordance
with the provisions of Article IX Section 2.5 hereof, such Shares-in-Trust shall
cease to be designated as Shares-in-Trust.
 
                  Section 2.2. DIVIDEND RIGHTS. The Share Trustee, as record
holder of Shares-in- Trust, shall be entitled to receive all dividends and
distributions as may be declared by the Board of Trustees on such Equity Shares
and shall hold such dividends or distributions in trust for the benefit of the
Beneficiary. The Prohibited Owner with respect to Shares-in-Trust shall repay to
the Share Trustee the amount of any dividends or distributions received by it
that (i) are attributable to any Equity Shares designated Shares-in-Trust and
(ii) the record date of which was on or after the date that such shares became
Shares-in-Trust. The Trust shall take all measures that it determines are
reasonably necessary to recover the amount of any such dividend or distribution
paid to a Prohibited Owner, including, if necessary, withholding any portion of
future dividends or distributions payable on Equity Shares Beneficially Owned or
Constructively Owned by the Person who, but for the provisions of Article IX
Section 1.3 hereof, would Constructively Own or Beneficially Own the
Shares-in-Trust.
 
                  Section 2.3. RIGHTS UPON LIQUIDATION. In the event of any
voluntary or involuntary liquidation, dissolution or winding up of, or in a
distribution of the assets of the Trust, the Share Trustee of Shares-in-Trust
shall be entitled to receive on behalf of each Share Trust, ratably with each
other holder of Equity Shares of the same class or series, that portion of the
assets of the Trust which is available for distribution to the holders of such
class and series of Equity Shares. The Share Trustee shall distribute to the
Prohibited Owner the amounts received upon such liquidation, dissolution, or
winding up, or distribution; provided, however, that the Prohibited Owner shall
not
 
 
                                     - 17 -
 
 
<PAGE>   18
 
 
 
be entitled to receive amounts pursuant to this Article IX Section 2.3 in excess
of, in the case of a purported Transfer in which the Prohibited Owner gave value
for Equity Shares and which Transfer resulted in the transfer of the shares to
the Share Trust, the price per share, if any, such Prohibited Owner paid for the
Equity Shares and, in the case of a Non-Transfer Event or Transfer in which the
Prohibited Owner did not give value for such shares (e.g., if the shares were
received through a gift or devise) and which Non-Transfer Event or Transfer, as
the case may be, resulted in the transfer of shares to the Share Trust, the
price per share equal to the Market Price on the date of such Non- Transfer
Event or Transfer. Any remaining amount in such Share Trust shall be distributed
to the Beneficiary.
 
                  Section 2.4. VOTING RIGHTS. The Share Trustee shall be
entitled to vote all Shares- in-Trust. Any vote by a Prohibited Owner as a
holder of Equity Shares prior to the discovery by the Trust that the Equity
Shares are Shares-in-Trust shall, subject to applicable law, be rescinded and
shall be void AB INITIO with respect to such Shares-in-Trust and the Prohibited
Owner shall be deemed to have given, as of the close of business on the business
day prior to the date of the purported Transfer or Non-Transfer Event that
results in the transfer to the Share Trust of Equity Shares under Article IX
Section 1.3 hereof, an irrevocable proxy to the Share Trustee to vote the
Shares-in-Trust in the manner in which the Share Trustee, in its sole and
absolute discretion, desires.
 
                  Section 2.5. DESIGNATION OF PERMITTED TRANSFEREE. The Share
Trustee shall have the exclusive and absolute right to designate a Permitted
Transferee of any and all Shares-in-Trust. As soon as reasonably practicable, in
an orderly fashion so as not to materially adversely affect the Market Price of
the Shares-in-Trust, the Share Trustee shall designate any Person as a Permitted
Transferee, PROVIDED, HOWEVER, that (i) the Permitted Transferee so designated
purchases for valuable consideration (whether in a public or private sale) the
Shares-in-Trust, and (ii) the Permitted Transferee so designated may acquire
such Shares-in-Trust without such acquisition resulting in a transfer to a Share
Trust and the redesignation of such Equity Shares so acquired as Shares-in-Trust
under Article IX Section 1.3 hereof. Upon the designation by the Share Trustee
of a Permitted Transferee in accordance with the provisions of this Article IX
Section 2.5, the Share Trustee of a Share Trust shall (i) cause to be
transferred to the Permitted Transferee that number of Shares-in- Trust acquired
by the Permitted Transferee, (ii) cause to be recorded on the books of the Trust
that the Permitted Transferee is the holder of record of such number of Equity
Shares, and (iii) distribute to the Beneficiary any and all amounts held with
respect to the Shares-in-Trust after making that payment to the Prohibited Owner
pursuant to Article IX Section 2.6 hereof.
 
                  Section 2.6. COMPENSATION TO RECORD HOLDER OF EQUITY SHARES
THAT BECOME SHARES- IN-TRUST. Any Prohibited Owner shall be entitled (following
discovery of the Shares-in-Trust and subsequent designation of the Permitted
Transferee in accordance with Article IX Section 2.5 hereof) to receive from the
Share Trustee the lesser of (i) in the case of (a) a purported Transfer in which
the Prohibited Owner gave value for Equity Shares and which purported Transfer
resulted in the transfer of the shares to the Share Trust, the price per share,
if any, such Prohibited Owner paid for the Equity Shares, or (b) a Non-Transfer
Event or Transfer in which the Prohibited Owner did not give value for such
shares (e.g., if the shares were received through a gift or devise) and which
Non-Transfer
 
 
 
                                     - 18 -
 
 
<PAGE>   19
 
 
 
Event or Transfer, as the case may be, resulted in the transfer of shares to the
Share Trust, the price per share equal to the Market Price on the date of such
Non-Transfer Event or Transfer, and (ii) the price per share received by the
Share Trustee of the Share Trust from the sale or other disposition of such
Shares-in-Trust in accordance with Article IX Section 2.5 hereof. Any amounts
received by the Share Trustee in respect of such Shares-in-Trust and in excess
of such amounts to be paid the Prohibited Owner pursuant to this Article IX
Section 2.6 shall be distributed to the Beneficiary in accordance with the
provisions of Article IX Section 2.5 hereof. Each Beneficiary and Prohibited
Owner waive any and all claims that they may have against the Share Trustee and
the Share Trust arising out of the disposition of Shares-in-Trust, except for
claims arising out of the gross negligence or willful misconduct of, or any
failure to make payments in accordance with this Article IX by such Share
Trustee or the Share Trust.
 
                  Section 2.7. PURCHASE RIGHT IN SHARES-IN-TRUST.
Shares-in-Trust shall be deemed to have been offered for sale to the Trust, or
its designee, at a price per share equal to the lesser of (i) the price per
share in the transaction that created such Shares-in-Trust (or, in the case of
devise, gift or Non-Transfer Event, the Market Price at the time of such devise,
gift, or Non-Transfer Event) and (ii) the Market Price on the date the Trust, or
its designee, accepts such offer. The Trust shall have the right to accept such
offer for a period of ninety (90) days after the later of (i) the date of the
Non-Transfer Event or purported Transfer which resulted in such Shares-in-Trust
and (ii) the date the Trust determines in good faith that a Transfer or
Non-Transfer Event resulting in Shares-in-Trust has occurred, if the Trust does
not receive a notice of such Transfer or Non-Transfer Event pursuant to Article
IX Section 1.3 hereof
 
         Section 3. REMEDIES NOT LIMITED. Nothing contained in this Article IX
shall limit the authority of the Trust to take such other action as it deems
necessary or advisable to protect the Trust and the interests of its
shareholders by preservation of the Trust's status as a REIT and to ensure
compliance with the Ownership Limit; provided, however, that nothing in this
Article IX or elsewhere in this Declaration of Trust shall preclude settlement
of any transaction entered into or through the facilities of the New York Stock
Exchange or any other exchange on which Equity Shares may be listed from time to
time.
 
         Section 4. AMBIGUITY. In the case of an ambiguity in the application of
any of the provisions of Article IX, including any definition contained in
Article IX Section 1 hereof, the Board of Trustees shall have the power to
determine the application of the provisions of this Article IX with respect to
any situation based on the facts known to it.
 
                  Section 5. LEGEND. Each certificate for Equity Shares shall
bear the following legend:
 
         "The [Common or Preferred] Shares represented by this certificate are
         subject to restrictions on transfer as set forth in the Declaration of
         Trust of the Trust. No Person may (i) Beneficially Own or
         Constructively Own Common Shares in excess of 9.8% of the number of any
         class or series of the outstanding Common Shares, (ii) Beneficially Own
         or Constructively Own Preferred Shares in excess of 9.8% of the
 
 
 
 
                                     - 19 -
 
 
<PAGE>   20
 
 
 
         number of any class or series of the outstanding Preferred Shares,
         (iii) allow any Transfer or Non-Transfer Event to occur that would
         result in the Equity Shares being beneficially owned by fewer than 100
         Persons, (iv) Beneficially Own Equity Shares that would result in the
         Trust being "closely held" under Section 856(h) of the Internal Revenue
         Code of 1986, as amended (the "Code"), or (v) Constructively Own Equity
         Shares that would cause the Trust to Constructively Own 9.8% or more of
         the ownership interests in a tenant of the real property of the Trust,
         the Operating Partnership or any direct or indirect subsidiary
         (including, without limitation, partnerships and limited liability
         companies) of the Trust or the Operating Partnership, within the
         meaning of Section 856(d)(2)(B) of the Code. Any Person who attempts to
         Beneficially Own or Constructively Own Equity Shares in excess of the
         above limitations must immediately notify the Trust in writing. If the
         restrictions above are violated, the Equity Shares represented hereby
         will be transferred automatically and by operation of law to a Share
         Trust and shall be designated Shares- in-Trust. All capitalized terms
         in this legend have the meanings defined in the Trust's Declaration of
         Trust, as the same may be further amended from time to time, a copy of
         which, including the restrictions on transfer, will be sent without
         charge to each shareholder who so requests."
 
         Section 6. SEVERABILITY. If any provision of this Article IX or any
application of any such provision is determined to be invalid by any federal or
state court having jurisdiction over the issues, the validity of the remaining
provisions shall not be affected and other applications of such provision shall
be affected only to the extent necessary to comply with the determination of
such court.
 
                                    ARTICLE X
 
                        INDEMNIFICATION AND NON-LIABILITY
 
         Section 1. LIMITATION ON LIABILITY. To the maximum extent that Maryland
law in effect from time to time permits limitation of liability of trustees or
officers of real estate investment trusts, no Trustee or officer of the Trust
shall be liable to the Trust or its shareholders for money damages. Neither the
amendment nor repeal of this provision, nor the adoption or amendment of any
other provision of this Declaration of Trust or Bylaws inconsistent with this
provision, shall apply to or affect in any respect the applicability of the
preceding sentence with respect to any act or failure to act which occurred
prior to such amendment, repeal or adoption.
 
         Section 2. INDEMNIFICATION. The Trust shall indemnify and advance
expenses to a Trustee or officer of the Trust to the fullest extent permitted by
and in accordance with the laws of the State of Maryland in effect from time to
time. To the extent determined by the Board of Trustees, in accordance with the
laws of the State of Maryland, the Trust may indemnify and advance expenses to
other employees and agents of the Trust. Neither the amendment nor repeal of
this provision, nor the adoption or amendment of any other provision of this
Declaration of Trust or Bylaws inconsistent with this provision, shall affect
any right of any person under this Article X Section 2 based on any event,
omission or proceeding prior to such amendment or repeal.
 
 
 
 
                                     - 20 -
 
 
<PAGE>   21
 
 
 
 
         Section 3. NON-LIABILITY AND INDEMNIFICATION OF SHAREHOLDERS.
Shareholders shall not by virtue of being shareholders of the Trust be liable
personally or individually in any manner whatsoever for any debt, act, omission
or obligation incurred by the Trust or the Trustees and shall be under no
obligation to the Trust or its creditors in respect to such shares other than
the obligation to pay to the Trust the full amount of the consideration for
which the shares were issued or to be issued. The shareholders shall not be
liable to assessment and the Trustees shall have no power to bind the
shareholders personally. The Trust shall indemnify and hold each shareholder
harmless from and against all claims and liabilities, whether they proceed to
judgment or are settled or otherwise brought to a conclusion, to which such
shareholder may become subject solely by reason of his being a shareholder or
having held shares of the Trust, and shall reimburse such shareholder for all
legal and other expenses reasonably incurred by him in connection with any such
claim or liability; provided, however, that no such shareholder shall be
indemnified or reimbursed if such claim, obligation or liability is adjudged
finally by a competent court of law to have arisen out of the shareholder's bad
faith, willful misconduct or gross negligence, and, provided, further, that such
shareholder must give prompt notice as to any such claims or liabilities or
suits and must take such action as will permit the Trust to conduct the defense
thereof. The rights accruing to a shareholder under this Article X Section 3
shall not exclude any other rights to which such shareholder lawfully may be
entitled, nor shall anything herein contained restrict the right of the Trust to
indemnify or reimburse a shareholder in any appropriate situation even though
not specifically provided herein; provided, however, that the Trust shall have
no liability to reimburse shareholders for taxes assessed against them by reason
of their ownership of shares, nor for any losses suffered by reason of changes
in the market value of securities of the Trust.
 
         Section 4. INSURANCE. The Trust may, but shall not be required to,
purchase and maintain insurance on behalf of any person who is or was a
shareholder, trustee, officer, employee or agent of the Trust or who, while a
trustee, officer, employee or agent of the Trust is or was serving at the
request of the Trust as a trustee, officer, partner, trustee, employee or agent
of another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against liability asserted against or
incurred by such person in that capacity or arising from such person's status as
a shareholder, trustee, officer, employee or agent, whether or not the Trust
would have power to indemnify such person against the same liability under
Article X hereof.
 
         Section 5. EXPRESS EXCULPATORY CLAUSES IN INSTRUMENTS. Neither the
shareholders nor the Trustees, officers, employees or agents of the Trust shall
be liable under any written instrument creating an obligation of the Trust, and
all persons shall look solely to the Trust Property for the payment of any claim
under or for the performance of that instrument. The omission of the foregoing
exculpatory language from any instrument shall not affect the validity or
enforceability of such instrument and shall not render any shareholder, Trustee,
officer, employee or agent liable thereunder to any third party, nor shall the
Trustees or any shareholder, officer, employee or agent of the Trust be liable
to anyone for such omission.
 
 
 
 
                                     - 21 -
 
 
<PAGE>   22
 
 
 
                                   ARTICLE XI
 
                                    AMENDMENT
 
         Except as otherwise provided in this Declaration of Trust, or as may be
otherwise provided or fixed by the Board of Trustees with respect to voting
rights of Preferred Shares pursuant to Article VIII Section 5, this Declaration
of Trust may be amended with the approval of the shareholders by the affirmative
vote of two-thirds of all of the votes entitled to be cast on such matters;
provided, however, that without shareholder approval (a) the Trustees by a
two-thirds vote may amend this Declaration of Trust to qualify, or continue to
qualify, the Trust as a real estate investment trust under the Code or under
Maryland law; (b) the Trustees by a majority vote may amend this Declaration of
Trust to increase or decrease the aggregate number of shares or the number of
shares of any series or class that the Trust has authority to issue; and (c) to
the extent permitted by the Maryland REIT Law, as amended from time to time, a
majority of the entire Board of Trustees may amend this Declaration of Trust to
change (i) the Trust's name, (ii) the name or designation of any class or series
of shares of the Trust, and (iii) the par value of any class or series of shares
of the Trust.
 
                                   ARTICLE XII
 
                              TERMINATION OF TRUST
 
         Subject to the voting rights, if any, of the Preferred Shares provided
or fixed pursuant to Article VIII Section 5, the existence of the Trust may be
terminated by voluntary dissolution upon the affirmative vote of the holders of
not less than two-thirds of the Common Shares. After such vote of the
shareholders becomes effective, (i) the Trust shall carry on no business except
for the purpose of winding up its affairs and (ii) the Trustees shall proceed to
wind up the affairs of the Trust and all of the powers of the Trustees under
this Declaration of Trust shall continue, including the powers to fulfill or
discharge the Trust's contracts, collect its assets, sell, convey, assign,
exchange, transfer or otherwise dispose of all or any part of the remaining
Trust Property to one or more persons or entities at public or private sale for
consideration which may consist in whole or in part of cash, securities or other
property of any kind, discharge or pay its liabilities and do all other acts
appropriate to liquidate its business. After termination of the Trust, the
liquidation of its business, and the distribution to the shareholders as set
forth in Article VIII Section 8, a majority of the then remaining Trustees shall
execute and file with the Trust's records, and with any appropriate Maryland
public agency, a document certifying that the Trust has been duly terminated,
and the Trustees shall be discharged from all liabilities and duties hereunder,
and the rights and interests of all shareholders shall cease.
 
 
 
                                     - 22 -
 
 
<PAGE>   23
 
 
 
                                  ARTICLE XIII
 
                            RELIANCE BY THIRD PARTIES
 
         Any certificate shall be final and conclusive as to any persons dealing
with the Trust if executed by an individual who, according to the records of the
Trust or of any recording office in which this Declaration of Trust may be
recorded, appears to be the Secretary or an Assistant Secretary of the Trust or
a Trustee, and if certifying to: (a) the number or identity of Trustees,
officers of the Trust or shareholders; (b) the due authorization of the
execution of any document; (c) the action or vote taken, and the existence of a
quorum, at a meeting of Trustees or shareholders; (d) a copy of this Declaration
of Trust or of the Bylaws as a true and complete copy as then in force; (e) an
amendment to this Declaration of Trust; (f) the termination of the Trust; or (g)
the existence of any fact or facts which relate to the affairs of the Trust. No
purchaser, lender, transfer agent or other person shall be bound to make any
inquiry concerning the validity of any transaction purporting to be made on
behalf of the Trust by the Trustees or by any officer, employee or agent of the
Trust.
 
         THIRD: The Trustees desire to amend and restate the Declaration of
Trust. The provisions set forth in these Articles of Amendment and Restatement
are all of the provisions of the Declaration of Trust currently in effect, as
herein amended.
 
         FOURTH: The amendments to, and the restatement of, the Declaration of
Trust set forth in these Articles of Amendment and Restatement were unanimously
adopted and declared advisable by the Board of Trustees at a meeting held on
________, 1998, and were approved by the sole shareholder of the Trust by
written consent on _______, all in the manner prescribed by and in accordance
with the provisions of Section 8-501.3 of the Maryland REIT Law.
 
         FIFTH: The name and address of the current resident agent of the Trust
are as set forth herein.
 
         SIXTH: As of the date hereof, the Trust has nine Trustees. The names of
the current Trustees are as set forth herein.
 
         SEVENTH: These Articles of Amendment and Restatement shall become
effective on ________, 1998 at ____ [a.m. or p.m.] Eastern Time.
 
 
 
 
                                     - 23 -
 
 
<PAGE>   24
 
 
 
         IN WITNESS WHEREOF, these Articles of Amendment and Restatement have
been executed on ________________, 1998 by the undersigned Trustees,
representing at least a majority of the entire number of Trustees of the Trust,
each of whom acknowledges that this document is the act of the Trust, that to
the best of his knowledge, information, and belief, the matters set forth herein
with respect to authorization and approval of these Articles of Amendment and
Restatement are true in all material respects and that this statement is made
under the penalty of perjury.
 
                                    TRUSTEES:
 
 
                                    -------------------------------------------
                                    George R. Wackenhut
 
                                    -------------------------------------------
                                    Richard R. Wackenhut
 
                                    -------------------------------------------
                                    George C. Zoley
 
                                    -------------------------------------------
                                    Anthony D. Travisono
 
                                    -------------------------------------------
                                    Clarence E. Anthony
 
                                    -------------------------------------------
                                    James D. Motta
 
                                    -------------------------------------------
                                    William M. Murray
 
                                    -------------------------------------------
                                    Robert R. Veach, Jr.
 
                                    -------------------------------------------
                                    Charles R. Jones, Trustee and President
 
 
 

 

 

 

 

 

 

 

CORRECTIONAL PROPERTIES TRUST

ARTICLES OF AMENDMENT TO
DECLARATION OF TRUST

     Correctional Properties Trust., a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

     FIRST, the Trust’s Declaration of Trust is hereby amended by deleting the first two lines of Article TWO thereof in their entirety and inserting the following two lines in their place:

     The name of the Trust is:

     CENTRACORE PROPERTIES TRUST

     SECOND, the foregoing amendment was approved by a unanimous written consent of the Board of Trustees of the Trust and is limited to a change expressly authorized by Section 2-605 of the Maryland General Corporation Law to be made without action by the stockholders of the Trust.

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

     FOURTH, these Articles of Amendment shall become effective at 4:59 PM on December 20, 2005.