ARTICLES OF AMENDMENT AND RESTATEMENT
 
                                       OF
 
                            MORTGAGEIT HOLDINGS, INC.
 
         MortgageIT Holdings, Inc., a Maryland corporation (the "Corporation"),
having its principal office in the State of Maryland at c/o The Corporation
Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202, hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
 
         FIRST: The Corporation desires to, and does hereby, amend and restate
its Articles of Incorporation as currently in effect and as hereinafter amended.
The following provisions are all of the provisions of the Articles of
Incorporation currently in effect and as hereinafter amended:
 
                                   ARTICLE I.
 
                                  INCORPORATOR
 
         The undersigned, Doug W. Naidus, whose post office address is 33 Maiden
Lane, 6th Floor, NY, New York 10038, being at least eighteen (18) years of age,
acting as incorporator, does hereby form a corporation under the general laws of
the State of Maryland. ARTICLE II.
 
                                 CORPORATE NAME
 
         The name of the corporation (the "Corporation") is:
 
                            MortgageIT Holdings, Inc.
 
                                  ARTICLE III.
 
                                    PURPOSES
 
         The purposes for which the Corporation is formed are to engage in any
lawful act or activity for which corporations may be organized under the general
laws of the State of Maryland now or hereafter in force. Subject to, and not in
limitation of, the authority of the preceding sentence, at and following the
Merger Effective Time (as such term is defined in Article V hereof), the
Corporation shall engage in business as a real estate investment trust (a
"REIT") under the Internal Revenue Code of 1986, as amended, or any successor
statute (the "Code"), qualifying as such under Sections 856 through 860 of the
Code, unless and until the Board of Directors shall have determined that it is
no longer in the best interests of the Corporation to engage in such business.
 
 
 
         The foregoing enumerated purposes and objects shall be in no way
limited or restricted by reference to, or inference from, the terms of any other
clause of this or any other Article of the Articles of Incorporation, and each
shall be regarded as independent, and they are intended to be and shall be
construed as powers as well as purposes and objects of the Corporation and shall
be in addition to, and not in limitation of, the general powers of corporations
under the general laws of the State of Maryland.
 
                                  ARTICLE IV.
 
                 PRINCIPAL OFFICE IN MARYLAND AND RESIDENT AGENT
 
SECTION 1. PRINCIPAL OFFICE. The present address of the principal office of the
Corporation in the State of Maryland is:
 
                  c/o The Corporation Trust Incorporated
                  300 East Lombard Street
                  Baltimore, Maryland 21202
 
SECTION 2. RESIDENT AGENT. The name and address of the resident agent of the
Corporation in the State of Maryland is:
 
                  The Corporation Trust Incorporated
                  300 East Lombard Street
                  Baltimore, Maryland 21202
 
The resident agent is a corporation organized under the laws of, and located in,
the State of Maryland.
 
 
                                   ARTICLE V.
 
                                  CAPITAL STOCK
 
SECTION 1. AUTHORIZED SHARES OF CAPITAL STOCK.
 
         (a) Authorized Shares. The total number of shares of capital stock of
all classes that the Corporation has authority to issue is one-hundred
seventy-five million (175,000,000) shares, consisting of: (i) one-hundred
twenty-five million (125,000,000) shares of common stock, par value one cent
($0.01) per share (the "Common Stock"); and (ii) fifty million (50,000,000)
shares of preferred stock, par value one cent ($0.01) per share (the "Preferred
Stock"), which may be issued in one or more series as described in Section 5 of
Article V hereof. The Common Stock and each series of the Preferred Stock shall
each constitute a separate class of capital stock of the Corporation. The Common
Stock and the Preferred Stock are collectively referred to herein as the "Equity
Stock."
 
         The Board of Directors may from time to time classify and reclassify
any unissued shares of Equity Stock in accordance with, or as contemplated by,
Section 6 (and also, in the case of the Preferred Stock, Section 5) of Article V
hereof.
 
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         (b) Aggregate Par Value. The aggregate par value of all of the
Corporation's authorized Equity Stock having par value is $1,750,000.
 
SECTION 2. RESTRICTIONS AND LIMITATIONS ON THE EQUITY STOCK OF THE CORPORATION;
REIT PROVISIONS. Subsequent to the Merger Effective Time and until the
Restriction Termination Date (as each such term is defined in Article V hereof),
all shares of Equity Stock of the Corporation shall be subject to the following
restrictions and limitations:
 
         (a) Definitions. For purposes of this Article V and, unless otherwise
provided, the other Articles of the Articles of Incorporation, and the
interpretation of the stock legend set forth herein, the following terms shall
have the following meanings:
 
         "Acquire" shall mean the acquisition of Beneficial Ownership of Equity
Stock, whether by a Transfer, Non-Transfer Event or by any other means,
including, without limitation, acquisition pursuant to the acquisition or
exercise of Acquisition Rights or any other option, warrant, pledge or other
security interest or similar right to acquire Equity Stock, 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. "Acquisition" shall
have the correlative meaning.
 
         "Acquisition Rights" shall mean rights to Acquire Equity Stock pursuant
to: (i) the exercise of any option or warrant issued by the Corporation and
outstanding at the opening of business on the first business day following the
Merger Effective Time (whether exercisable on that day or not); or (ii) any
pledge of Equity Stock made pursuant to an agreement executed on or before the
opening of business on the first business day following the Merger Effective
Time.
 
         "Beneficial Ownership" shall mean ownership of Equity Stock by a Person
who would be treated as an owner of such Equity Stock either directly or
indirectly under Section 542(a)(2) of the Code, taking into account, for this
purpose, constructive ownership determined under Section 544 of the Code, as
modified by Sections 856(h)(1)(B) and 856(h)(3)(A) of the Code and determined
without regard to whether such ownership has the effect of meeting the stock
ownership requirement of Section 542(a)(2) of the Code. The terms "Beneficial
Owner," "Beneficially Own" and "Beneficially Owned" shall have the correlative
meanings.
 
         "Charitable Beneficiary" shall mean, with respect to any Share Trust,
one or more organizations described in each of Section 170(b)(1)(A) (other than
clauses (vii) or (viii) thereof) and Section 170(c)(2) of the Code that are
named by the Corporation as the beneficiary or beneficiaries of such Share
Trust, in accordance with the provisions of Section 4(a) of this Article V.
 
         "Code" shall mean the Internal Revenue Code of 1986, as amended and in
effect from time to time, or any successor statute thereto, as interpreted by
the applicable regulations thereunder. Any reference herein to a specific
section or sections of the Code shall be deemed to include a reference to any
corresponding provision of future law.
 
         "Excepted Holder" shall mean a stockholder of the Corporation for whom
an Excepted Holder Limit is created by the Board of Directors pursuant to or as
contemplated by Section 2(f) of this Article V.
 
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         "Excepted Holder Limit" shall mean, provided that the affected Excepted
Holder agrees to comply with any requirements established by the Board of
Directors pursuant to or as contemplated by Section 2(f) of this Article V, as
applicable to such Excepted Holder, the ownership limit with respect to the
Common Stock and/or Equity Stock of the Corporation established by the Board of
Directors with respect to such Excepted Holder, pursuant to or as contemplated
by Section 2(f) of this Article V. The Excepted Holder Limit, unless and insofar
as may otherwise be provided upon the establishment thereof, shall apply to an
Excepted Holder in lieu of the Ownership Limit, and the Excepted Holder Limit
may be made applicable to either or both of the Common Stock and the Equity
Stock.
 
         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended and in effect from time to time, or any successor statute thereto, as
interpreted by the applicable regulations thereunder. Any reference herein to a
specific section or sections of the Exchange Act shall be deemed to include a
reference to any corresponding provision of future law.
 
         "Market Price" on any date shall mean, with respect to any class or
series of outstanding shares of the Corporation's stock, the Closing Price for
such shares on such date. The "Closing Price" on any date shall mean the last
sale price for such shares, 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
shares, 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 the Nasdaq National Market or, if such shares are not
listed or admitted to trading on the New York Stock Exchange or the Nasdaq
National Market, as reported on the principal consolidated transaction reporting
system with respect to securities listed on the principal national securities
exchange on which such shares are listed or admitted to trading or, if such
shares are not listed or admitted to trading on any national securities
exchange, the last quoted price, or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc., Automated Quotation System,
or, if such system is no longer in use, the principal other automated quotation
system that may then be in use or, if such shares are 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 shares selected by the Board
of Directors or, in the event that no trading price is available for such
shares, the fair market value of the shares, as determined in good faith by the
Corporation's Board of Directors.
 
         "Merger Effective Time" means the date and time at which the Merger
Transaction becomes effective pursuant to a Certificate of Merger filed and
accepted for record by the Department of State of the State of New York.
 
         "Merger Transaction" means the merger of MIT Acquisition Corp., a New
York corporation and a wholly owned subsidiary of the Corporation, with and into
MortgageIT, Inc., a New York corporation ("MortgageIT"), with MortgageIT, Inc.
the surviving corporation.
 
         "Non-Transfer Event" shall mean an event other than a purported
Transfer that would cause any Person to Beneficially Own Common Stock or Equity
Stock in excess of the Ownership Limit (or would cause the Corporation to fail
to qualify as a REIT), including, without limitation, a change in the capital
structure of the Corporation.
 
                                       4
 
 
         "Ownership Limit" shall initially mean (i) with respect to the Common
Stock, 9.8% of whichever is the more restrictive of (a) the total number, and
(b) the value of the total number, of outstanding shares of Common Stock, and
(ii) with respect to the Equity Stock, 9.8% of whichever is the more restrictive
of (a) the total number, and (b) the value of the total number, of outstanding
shares of Equity Stock. The Board of Directors may impose additional
restrictions in the nature of an Ownership Limit as applicable to any separate
class or series of Preferred Stock, as provided for under the terms established
for such separate class or series.
 
         "Permitted Transferee" shall mean any Person designated as a Permitted
Transferee in accordance with the provisions of Section 4(e) of this Article V.
 
         "Person" shall mean an individual, corporation, partnership, limited
liability company or partnership, estate, trust (including a trust qualified
under Section 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 Exchange Act.
 
         "Purported Beneficial Transferee" shall mean, with respect to any
purported Transfer that results in Shares-in-Trust as defined below in Section 4
of this Article V, the purported beneficial transferee for whom the Purported
Record Transferee would have Acquired shares of Equity Stock of the Corporation
if such Transfer had been valid under Section 2(b) of this Article V.
 
         "Purported Record Transferee" shall mean, with respect to any purported
Transfer that results in Shares-in-Trust, the Person who would have been the
record holder of the shares of Equity Stock of the Corporation if such Transfer
had been valid under Section 2(b) of this Article V.
 
         "REIT" shall mean a real estate investment trust under Section 856 et
seq. of the Code.
 
         "Restriction Termination Date" shall mean the first day after the
Merger Effective Time on which the Corporation determines pursuant to Section
2(h) of this Article V that it is no longer in the best interests of the
Corporation to attempt to, or continue to, qualify as a REIT.
 
         "Share Trust" shall mean any separate trust created pursuant to Section
4(a) of this Article V and administered in accordance with the terms of Section
4 of this Article V for the exclusive benefit of any Charitable Beneficiary.
 
         "Shares-in-Trust" shall mean any shares of Equity Stock designated
Shares-in-Trust pursuant to Section 4(a) of this Article V.
 
         "Share Trustee" shall mean the trustee of the Share Trust, which is
selected by the Corporation but not affiliated with the Corporation or the
Charitable Beneficiary, and any successor trustee appointed by the Corporation.
 
         "Transfer" shall mean any sale, transfer, gift, assignment, devise or
other disposition of shares of Equity Stock or the right to vote or receive
dividends on shares of Equity Stock (including, without limitation, (i) the
granting of any option or entering into any agreement for
 
                                       5
 
 
 
the sale, transfer or other disposition of shares of Equity Stock or the right
to vote or receive dividends on shares of Equity Stock or (ii) the sale,
transfer, assignment or other disposition or grant of any Acquisition Rights or
other securities or rights convertible into or exchangeable for shares of Equity
Stock, or the right to vote or receive dividends on shares of Equity Stock),
whether voluntary or involuntary, whether of record or beneficially and whether
by operation of law or otherwise.
 
         (b) Ownership Limitation and Transfer Restrictions.
 
               (i) Except as provided in or by operation of Section 2(f) or 2(o)
of this Article V, from and after the Merger Effective Time and prior to the
Restriction Termination Date: (w) no Person shall have Beneficial Ownership of
Common Stock or Equity Stock in excess of the Ownership Limit; (x) no Excepted
Holder shall have Beneficial Ownership of Common Stock or Equity Stock in excess
of the Excepted Holder Limit for such Excepted Holder; (y) no Person shall
Acquire shares of Equity Stock if, as a result of such action, the shares of
Equity Stock would be beneficially owned by fewer than 100 Persons (determined
without reference to any rules of attribution under the Code); and (z) no Person
shall Acquire shares of Equity Stock or any interest therein if, as a result of
such acquisition, the Corporation would be "closely held" within the meaning of
Section 856 (h) of the Code, or would otherwise fail to qualify as a REIT, as
the case may be.
 
               (ii) Subject to Section (l) below, any Transfer that would result
in a violation of the restrictions in Section (b)(i) above, shall be void ab
initio as to the purported Transfer of such number of shares of Common Stock or
Equity Stock that would cause the violation of the applicable restriction in
Section (b)(i) above, and the Purported Record Transferee (and the Purported
Beneficial Transferee, if different) shall acquire no rights in such shares of
Equity Stock.
 
         (c) Automatic Transfer to Share Trust.
 
               (i) If, notwithstanding the other provisions contained in this
Article V, at any time from and after the Merger Effective Time and prior to the
Restriction Termination Date, there is a purported Transfer or Non-Transfer
Event such that, if effective, would result in any Person having Beneficial
Ownership of Common Stock or Equity Stock in excess of the Ownership Limit (or,
in the case of an Excepted Holder, ownership in excess of the Excepted Holder
Limit as applicable to such Excepted Holder), then, except as otherwise provided
in or by of operation of Section 2(f) of this Article V as to such Person, (x)
the Purported Record Transferee (and the Purported Beneficial Transferee, if
different) shall acquire no right or interest (or, in the case of a Non-Transfer
Event, the person holding record title to the shares of Common Stock or Equity
Stock Beneficially Owned by such Beneficial Owner shall cease to own any right
or interest) in such number of shares of Common Stock or Equity Stock that would
cause such Purported Record Transferee (and the Purported Beneficial Transferee,
if different) to Beneficially Own shares of Common Stock or Equity Stock in
excess of the Ownership Limit or Excepted Holder Limit, as the case may be
(rounded up to the nearest whole share), (y) such number of shares of Common
Stock or Equity Stock in excess of the Ownership Limit or Excepted Holder Limit,
as the case may be (rounded up to the nearest whole share), shall be designated
Shares-in-Trust and, in accordance with the provisions of Section 4(a) of this
Article
 
                                       6
 
 
V, transferred automatically and by operation of law to the Share Trust to be
held in accordance with Section 4 of this Article V, and (z) such Purported
Record Transferee (and the Purported Beneficial Transferee, if different) shall
submit such number of shares of Common Stock or Equity Stock to the Share Trust
for registration in the name of the Share Trustee. Any Purported Record
Transferee (and the Purported Beneficial Transferee, if different) shall acquire
no right or interest (or, in the case of a Non-Transfer Event, the person
holding title to the shares Beneficially Owned by such Beneficial Owner shall
cease to own any right or interest) in such number of shares that would cause
such person to own shares in excess of the Ownership Limit or Excepted Holder
Limit, as the case may be. 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.
 
               (ii) If, notwithstanding the other provisions contained in this
Article V, at any time from and after the Merger Effective Time and prior to the
Restriction Termination Date, there is a purported Transfer or Non-Transfer
Event that, if effective, would (i) result in the Equity Stock being
Beneficially owned by fewer than 100 Persons (determined without reference to
any rules of attribution under the Code), (ii) result in the Corporation being
"closely held" within the meaning of Section 856 (h) of the Code, or (iii) cause
the Corporation to otherwise fail to qualify as a REIT, as the case may be, then
(x) the Purported Record Transferee (and the Purported Beneficial Transferee, if
different) shall acquire no right or interest (or, in the case of a Non-Transfer
Event, the person holding record title to the shares of Equity Stock with
respect to which such Non-Transfer Event occurred, shall cease to own any right
or interest) in such number of shares of Equity Stock, the ownership of which by
such Purported Record Transfer (and the Purported Beneficial Transferee, if
different) would (A) result in the shares of Equity Stock being Beneficially
Owned by fewer than 100 Persons (determined without reference to any rules of
attribution under the Code), (B) result in the Corporation being "closely held"
within the meaning of Section 856(h) of the Code, or (C) otherwise cause the
Corporation to fail to qualify as a REIT, as the case may be, then (y) such
number of shares of Equity Stock (rounded up to the nearest whole share) shall
be designated Shares-in-Trust and, in accordance with the provisions of Section
4(a) of this Article V, transferred automatically and by operation of law to the
Share Trust to be held in accordance with Section 4 of this Article V, and (z)
the Purported Record Transferee (and the Purported Beneficial Transferee, if
different) shall submit such number of shares of Equity Stock to the Share Trust
for registration in the name of the Share Trustee. 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.
 
               (iii) To the extent that, upon a purported Transfer or
Non-Transfer Event, a violation of any restriction set forth in Section 2(b)(i)
above would nonetheless be continuing (for example, where the ownership of
Equity Stock by a single Share Trust would violate the restriction that the
Equity Stock must be Beneficially Owned by 100 or more Persons), then shares of
Equity Stock shall be transferred to that number of Share Trusts, each having a
distinct Share Trustee and a Charitable Beneficiary or Charitable Beneficiaries
that are distinct from those of each other Share Trust, such that there is no
violation of any restriction set forth in Section 2(b)(i) .
 
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         (d) Remedies for Breach. If the Board of Directors of the Corporation
or its designee shall at any time determine in good faith that a purported
Transfer of Equity Stock has taken place in violation of Section 2(b) of this
Article V, the Board of Directors of the Corporation or its designee 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 or acquisition on the books of the Corporation or instituting
proceedings to enjoin such Transfer or acquisition; provided, however, that any
Transfer, attempted Transfer, acquisition or attempted acquisition in violation
of Section 2(b)(i) of this Article V shall automatically result in the Transfer
described in Section 2(c) of this Article V, irrespective of any action (or
non-action) by the Board of Directors, except as provided in Section 2(f) of
this Article V.
 
         (e) Notice of Restricted Transfer; Stockholder Reporting.
 
               (i) Any Person who acquires or attempts to acquire Common Stock
or Equity Stock in violation of Section 2(b) of this Article V, and any Person
who is a Purported Record Transferee or a Purported Beneficial Transferee of
shares of Common Stock or Equity Stock that are transferred to a Share Trust
under Section 2(c) of this Article V, shall file an affidavit with the
Corporation stating the number of shares of Common Stock or Equity Stock (i)
owned directly, and (ii) Beneficially Owned. The affidavit to be filed with the
Corporation shall also set forth all information required to be reported in
returns filed by such Person under Treasury Regulation ss.1.857-9 issued under
the Code or similar provisions of any successor regulation, and in reports to be
filed under Section 13(d), or any successor rule thereto, of the Exchange Act.
The affidavit, or any amendment thereto, shall be filed with the Corporation
within ten (10) days after demand therefore and at least fifteen (15) days prior
to any Transfer or attempted Transfer or Non-Transfer Event which, if
consummated would cause the filing Person to hold a number of shares of Common
Stock or Equity Stock in excess of the Ownership Limit. Any Person filing such
an affidavit shall further 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 Transfer or such Non-Transfer Event on the Corporation's
status as a REIT.
 
               (ii) From and after the Merger Effective Time and prior to the
Restriction Termination Date, every Beneficial Owner of more than 5%, in the
case of the Corporation then having 2,000 or more stockholders of record, or 1%,
in the case of the Corporation then having more than 200 but fewer than 2,000
stockholders of record, or 1/2%, in the case of the Corporation then having
fewer than 200 stockholders of record, or such other percentage as may be
provided from time to time in the pertinent income tax regulations promulgated
under the Code, of the number or value of the outstanding Common Stock or Equity
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 Equity Stock
Beneficially Owned, and a description of how such shares are held. Each such
Beneficial Owner shall provide to the Corporation such additional information
that the Corporation may reasonably 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 Ownership Limit or Excepted Holder Limit as
applicable to such Beneficial Owner.
 
               (iii) From and after the Merger Effective Time and prior to the
Restriction Termination Date, each Person who is a Beneficial Owner of Equity
Stock of the Corporation
 
                                       8
 
 
and each Person (including the stockholder of record) who is holding Equity
Stock of the Corporation for a Beneficial Owner shall provide to the Corporation
such information as the Corporation may reasonably request in order to determine
the Corporation's status as a REIT, to comply with the requirements of any
taxing authority or governmental agency or to determine any such compliance and
to ensure compliance with the Ownership Limit or Excepted Holder Limit as
applicable to such Beneficial Owner.
 
         (f) Exceptions.
 
               (i) The Board of Directors may, but in no case shall the Board of
Directors be required to, waive, in whole or in part, application of the
Ownership Limit or Excepted Holder Limit to a Person otherwise subject to such
limit and/or establish, in lieu of the Ownership Limit or Excepted Holder Limit,
or any portion or aspect thereof, then applicable to such Person, an Excepted
Holder Limit (or a new Excepted Holder Limit) as applicable to the ownership,
beneficial or otherwise, of Common Stock and/or Equity Stock by such Person, if
it concludes that the ownership of Common Stock and/or Equity Stock by such
Person will not (A) result in the Corporation being "closely held" within the
meaning of Section 856(h) of the Code, (B) result in shares of Equity Stock
being Beneficially Owned by fewer than 100 Persons (determined without reference
to any rules of attribution under the Code), or (C) otherwise cause the
Corporation to fail to qualify as a REIT under the Code; provided, however, that
(i) the Board of Directors obtains from such Person such representations and
undertakings, if any, as the Board of Directors may in its sole discretion
require (including, without limitation, an agreement as to a reduced Ownership
Limit or Excepted Holder Limit for such Person), and (ii) such Person agrees in
writing that any violation or attempted violation of any such or any other
limitations as the Board of Directors may establish for such Person, or such
other restrictions as the Board of Directors may in its sole discretion impose
with respect to such Person at the time of granting such waiver or exception,
will result in transfer to the Share Trust of Common Stock or Equity Stock
pursuant to Section 2(c) of this Article V. In making any determination to waive
application of the Ownership Limit or Excepted Holder Limit or to establish an
Excepted Holder Limit (or a new Excepted Holder Limit) for any Person, the Board
of Directors, in its sole and absolute discretion, may, but shall not be
required to, receive either a certified copy of a ruling from the Internal
Revenue Service or an opinion of counsel satisfactory to the Board of Directors
that concludes that the ownership of Equity Stock by such Person will not (A)
result in the Corporation being "closely held" within the meaning of Section
856(h) of the Code, (B) result in shares of Equity Stock being Beneficially
Owned by fewer than 100 Persons (determined without reference to any rules of
attribution under the Code), or (C) otherwise cause the Corporation to fail to
qualify as a REIT under the Code. Unless and until the Board of Directors waives
the application of the Ownership Limit or Excepted Holder Limit as applicable to
any Person (or even thereafter insofar as such waiver did not or does not
operate to relieve some restrictive portion or aspect of the Ownership Limit or
Excepted Holder Limit as applicable to such Person), the Ownership Limit and/or
Excepted Holder Limit, as applicable, shall apply to such Person,
notwithstanding the fact that if such Person were otherwise to Acquire Equity
Stock in excess of the Ownership Limit or Excepted Holder Limit, as applicable,
such Acquisition would not adversely affect the Corporation's qualification as a
REIT under the Code.
 
               (ii) If the Board of Directors makes a determination to waive the
Ownership Limit or Excepted Holder Limit, or to establish an Excepted Holder
Limit (or a new Excepted
 
                                       9
 
 
Holder Limit) as applicable to any Person, the Board of Directors may revoke the
waiver, or reduce the Excepted Holder Limit applicable to an Excepted Holder,
only (a) with the written consent of such Person at any time, or (b) pursuant to
the terms and conditions of the representations and undertakings, if any,
entered into with such Person in connection with the granting of the waiver or
the establishment of the Excepted Holder Limit for such Person. No Excepted
Holder Limit shall be reduced to a percentage that is less than the Ownership
Limit. Notwithstanding the foregoing, nothing in this Section 2(f)(ii) is
intended to limit or modify the restrictions on ownership contained in Section
2(b) hereof and the authority of the Board of Directors under this Section 2(f).
 
               (iii) An underwriter which participates in a public offering or a
private placement of Common Stock or Equity Stock (or securities convertible
into or exchangeable for Equity Stock) may Beneficially Own shares of Common
Stock or Equity Stock (or securities convertible into or exchangeable for Equity
Stock) in excess of the Ownership Limit, but only to the extent necessary to
facilitate such public offering or private placement.
 
         (g) Legend. Each certificate for shares of Equity Stock shall bear
substantially the following legend:
 
          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
          SIGNIFICANT RESTRICTIONS ON OWNERSHIP AND TRANSFER. EXCEPT AS
          OTHERWISE PROVIDED PURSUANT TO THE articles of incorporation OF THE
          CORPORATION, NO PERSON MAY BENEFICIALLY OWN (I) SHARES OF COMMON STOCK
          OF THE CORPORATION IN EXCESS OF 9.8% OF THE MORE RESTRICTIVE OF THE
          TOTAL NUMBER OR VALUE OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE
          CORPORATION, (II) SHARES OF EQUITY STOCK OF THE CORPORATION IN EXCESS
          OF 9.8% OF THE MORE RESTRICTIVE OF THE TOTAL NUMBER OR VALUE OF THE
          OUTSTANDING SHARES OF EQUITY STOCK OF THE CORPORATION, (III) SHARES OF
          THE CORPORATION'S EQUITY STOCK IF SUCH ACQUISITION WOULD RESULT IN THE
          TRUST BEING "CLOSELY HELD" UNDER SECTION 856(h) OF THE INTERNAL
          REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (IV) SHARES OF THE
          CORPORATION'S EQUITY STOCK IF SUCH ACQUISITION WOULD RESULT IN THE
          EQUITY STOCK BEING BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS
          (DETERMINED WITHOUT REFERENCE TO ANY RULES OF ATTRIBUTION UNDER THE
          CODE), (V) SHARES OF THE CORPORATION'S COMMON STOCK OR EQUITY STOCK IF
          SUCH ACQUISITION WOULD CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A
          REAL ESTATE INVESTMENT TRUST UNDER THE CODE, OR (VI) SHARES OF THE
          CORPORATION'S COMMON STOCK OR EQUITY STOCK IN VIOLATION OF ANY OF THE
          FURTHER RESTRICTIONS SET FORTH IN THE CORPORATION'S articles of
          incorporation. ANY PERSON WHO ATTEMPTS OR PROPOSES TO BENEFICIALLY OWN
          SHARES OF THE CORPORATION'S COMMON STOCK OR EQUITY STOCK IN EXCESS OF
          THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION IN
          WRITING. IF AN ATTEMPT IS MADE TO VIOLATE OR THERE IS A VIOLATION OF
          THESE RESTRICTIONS, (A) ANY PURPORTED TRANSFER WILL BE VOID
 
                                       10
 
 
         AB INITIO AND WILL NOT BE RECOGNIZED BY THE CORPORATION AND (B) THE
         SHARES OF THE CORPORATION'S COMMON STOCK OR EQUITY STOCK IN VIOLATION
         OF THESE RESTRICTIONS, WHETHER AS A RESULT OF A TRANSFER OR
         NON-TRANSFER EVENT, WILL BE TRANSFERRED AUTOMATICALLY AND BY OPERATION
         OF LAW TO A SHARE TRUST AND SHALL BE DESIGNATED SHARES-IN-TRUST. ALL
         TERMS USED IN THIS LEGEND AND DEFINED IN THE CORPORATION'S articles of
         incorporation HAVE THE MEANINGS PROVIDED IN THE CORPORATION'S articles
         of incorporation, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY
         OF WHICH, INCLUDING THE RESTRICTIONS ON OWNERSHIP AND TRANSFER, WILL BE
         SENT WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS."
 
         (h) REIT Qualification. From and after the Merger Effective Time, but
subject to the second sentence immediately following below, the Board of
Directors shall use commercially reasonable efforts to cause the Corporation and
its stockholders to qualify for United States federal income tax treatment as a
REIT in accordance with the provisions of the Code applicable to a REIT and
shall not take any action that could adversely affect the ability of the
Corporation to qualify as a REIT. In furtherance of the foregoing, but subject
to the sentence immediately following below, the Board of Directors shall use
commercially reasonable efforts to take such actions as are necessary, and may
take such actions as in its sole judgment and discretion are desirable, to
preserve the status of the Corporation as a REIT. Notwithstanding the foregoing
and anything otherwise contained herein to the contrary, if the Board of
Directors determines that it is no longer in the best interests of the
Corporation to continue to have the Corporation qualify as a REIT, the Board of
Directors may authorize the termination of, and the Corporation may take any and
all actions necessary to terminate, the Corporation's REIT election pursuant to
Section 856(g) of the Code.
 
         (i) Remedies Not Limited. Subject to Section 9 of this Article V,
nothing contained in this Article 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.
 
         (j) Ambiguity. In the case of an ambiguity in the application of any of
the provisions of this Article V, including any definition contained in Section
2(a) hereof, the Board of Directors shall have the power to determine the
application of the provisions of this Article V with respect to any situation
based on the facts known to it. In the event this Article V requires an action
by the Board of Directors and the Articles of Incorporation fails to provide
specific guidance with respect to such action, the Board of Directors shall have
the power to determine the action to be taken so long as such action is not
contrary to the provisions of this Article V.
 
         (k) Severability. If any provision of this Article V or any application
of any such provision is determined to be invalid by a federal or state court
having jurisdiction over the issue, 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.
 
                                       11
 
 
         (l) NYSE Transactions. Nothing in this Section 2 precludes the
settlement of any transaction entered into through the facilities of the New
York Stock Exchange or any other national stock exchange or automated
inter-dealer quotation system. The fact that the settlement of any transaction
occurs shall not negate the effect of any other provision of this Section 2 and
any transferee in such a transaction shall be subject to all of the provisions
and limitations set forth in this Section 2.
 
         (m) Authorization. The Corporation and the Board of Directors is
authorized specifically to seek equitable relief, including injunctive relief,
to enforce the provisions of this Article V.
 
         (n) Non-Waiver. No delay or failure on the part of the Corporation or
the Board of Directors in exercising any right hereunder shall operate as a
waiver of any right of the Corporation or the Board of Directors, as the case
may be, except to the extent specifically waived in writing.
 
         (o) Modification of Ownership Limit. The Board of Directors may
determine that compliance with any restriction or limitation on stock ownership
and transfers set forth in this Article V is no longer required for REIT
qualification or that, based upon current law, such restriction or limitation
may be modified.
 
SECTION 3. COMMON STOCK. Subject to the provisions of Sections 2, 4 and 5 of
this Article V, the Common Stock shall have the following preferences, voting
powers, restrictions, limitations as to dividends and such other rights as may
be afforded by law.
 
         (a) Voting Rights. Except as may otherwise be required by law, each
holder of shares of Common Stock shall have one vote in respect of each share of
Common Stock on all actions to be taken by the holders of Common Stock of the
Corporation and, except as otherwise provided in respect of any class of stock
hereafter classified or reclassified, the exclusive voting power for all
purposes shall be vested in the holders of the Common Stock.
 
         (b) Dividend Rights. Subject to the provisions of law and any
preferences of any class of stock hereafter classified or reclassified,
dividends, including dividends payable in shares of another class of the
Corporation's stock, may be paid on the Common Stock of the Corporation at such
time and in such amounts as the Board of Directors may deem advisable, and the
holders of the Common Stock shall share ratably in any such dividends, in
proportion to the number of shares of Common Stock held by them respectively, on
a share-for-share basis.
 
         (c) Liquidation Rights. In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the holders of
the Common Stock shall be entitled, after payment or provision for payment of
the debts and other liabilities of the Corporation and the amount to which the
holders of any class of Equity Stock hereafter classified or reclassified having
a preference on distributions in the liquidation, dissolution or winding up on
the Corporation are entitled, together with the holders of any other class of
Equity Stock hereafter classified or reclassified not having a preference on
distributions in the liquidation, dissolution or winding up of the Corporation,
to share ratably in the remaining net assets of the Corporation.
 
                                       12
 
 
SECTION 4. SHARES-IN-TRUST.
 
         (a) Share Trust. Any shares of Equity Stock transferred to a Share
Trust and designated Shares-in-Trust pursuant to Section 2(c) of this Article V
shall be held for the exclusive benefit of the Charitable Beneficiary. The
Corporation shall name a Charitable Beneficiary and Share Trustee of each Share
Trust within five (5) days after discovery of the existence thereof. Any
transfer to a Share Trust, and subsequent designation of shares of Equity Stock
as Shares-in-Trust, pursuant to Section 2(c) of this Article V 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 shares of Equity
Stock of the Corporation and shall be entitled to the same rights and privileges
on identical terms and conditions as are all other issued and outstanding shares
of Equity Stock of the same class and series. When transferred to the Permitted
Transferee in accordance with the provisions of Section 4(e) hereof, such
Shares-in-Trust shall cease to be designated as Shares-in-Trust.
 
         (b) 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 Directors on such shares of Equity Stock and
shall hold such dividends or distributions in trust for the benefit of the
Charitable Beneficiary. The Purported Record Transferee (or the Purported
Beneficial Transferee, if applicable) 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 shares of Equity Stock designated as
Shares-in-Trust and (ii) the record date of which was on or after the date that
such shares became Shares-in-Trust. The Corporation shall take all measures that
it determines reasonably necessary to recover the amount of any such dividend or
distribution paid to the Purported Record Transferee (or Purported Beneficial
Transferee, if applicable), including, if necessary, withholding any portion of
future dividends or distributions payable on shares of Equity Stock Beneficially
Owned by the Person who, but for the provisions of Section 2(c) of this Article
V, would Beneficially Own the Shares-in-Trust; and, as soon as reasonably
practicable following the Corporation's receipt or withholding thereof, shall
pay over to the Share Trustee for the benefit of the Charitable Beneficiary the
dividends so received or withheld, as the case may be.
 
         (c) Rights Upon Liquidation. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of, or any distribution of
the assets of (other than a dividend), the Corporation, each Share Trustee of
Shares-in-Trust shall be entitled to receive, ratably with each other holder of
shares of Equity Stock of the same class or series, that portion of the assets
of the Corporation that is available for distribution to the holders of such
class and series of Equity Stock. The Share Trustee shall distribute to the
Purported Record Transferee the amounts received upon such liquidation,
dissolution, winding up, or distribution; provided, however, that the Purported
Record Transferee shall not be entitled to receive amounts pursuant to this
Section 4(c) in excess of, in the case of a purported Transfer in which the
Purported Record Transferee gave value for shares of Equity Stock and which
Transfer resulted in the transfer of the shares to the Share Trust, the price
per share, if any, such Purported Record Transferee paid for the shares of
Equity Stock and, in the case of a Non-Transfer Event or Transfer in which the
Purported Record Transferee did not give value for such share (e.g., if the
shares were received through a gift or devise) and which Non-Transfer Event or
Transfer, as the
 
                                       13
 
 
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
Charitable Beneficiary.
 
         (d) Voting Rights. The Share Trustee shall be entitled to vote all
Shares-in-Trust. Any vote by a Purported Record Transferee as a holder of shares
of Equity Stock prior to the discovery by the Corporation that the shares of
Equity Stock 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
Purported Record Transferee 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 shares of
Equity Stock under Section 2(c) 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.
 
         (e) 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. In an orderly fashion so as not materially and adversely to
affect the Market Price of the Shares-in-Trust, the Share Trustee shall
designate any Person as Permitted Transferee; provided, however, that (i) the
Permitted Transferee so designated purchases for valuable consideration (whether
in a public or private sale), at a price as set forth in Section 4(g) of this
Article V, 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 shares of Equity Stock
so acquired as Shares-in-Trust under Section 2(c) of this Article V. Upon the
designation by the Share Trustee of a Permitted Transferee in accordance with
the provisions of this Section 4(e), the Share Trustee of a Share Trust shall
(w) cause to be transferred to the Permitted Transferee that number of
Shares-in-Trust acquired by the Permitted Transferee, (x) cause to be recorded
on the books of the Corporation that the Permitted Transferee is the holder of
record of such number of shares of Equity Stock, (y) cause the Shares-in-Trust
to be cancelled, and (z) distribute to the Charitable Beneficiary any and all
amounts held with respect to the Shares-in-Trust after making that payment to
the Purported Record Transferee pursuant to Section 4(f) of this Article V.
 
         (f) Compensation to Record Holder of Shares of Equity Stock that Become
Shares-in-Trust. Any Purported Record Transferee shall be entitled (following
discovery of the Shares-in-Trust and subsequent designation of the Permitted
Transferee in accordance with Section 4(e) of this Article V) to receive from
the Share Trustee upon the sale or other disposition of such Shares-in-Trust the
lesser of (i) in the case of (x) a purported Transfer in which the Purported
Record Transferee (or the Purported Beneficial Transferee, if applicable) gave
value for shares of Equity Stock and which Transfer resulted in the transfer of
the shares to the Share Trust, the price per share, if any, such Purported
Record Transferee (or the Purported Beneficial Transferee, if applicable) paid
for the shares of Equity Stock, or (z) a Non-Transfer Event or Transfer in which
the Purported Record Transferee (or the Purported Beneficial Transferee, if
applicable) 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, 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 Section 4(e)
 
                                       14
 
 
or (g) of this Article V. Any amounts received by the Share Trustee in respect
of such Shares-in-Trust and in excess of such amounts to be paid the Purported
Record Transferee pursuant to this Section 4(f) shall be distributed to the
Charitable Beneficiary in accordance with the provisions of Section 4(e) of this
Article V. Each Charitable Beneficiary and Purported Record Transferee (and
Purported Beneficial Transferee, if different) waives any and all claims that
each may have against the Share Trustee and the Share Trust arising out of the
disposition of the 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 Section 4 by, such Share Trustee or the Corporation.
 
         (g) Purchase Rights in Shares-in-Trust. Shares-in-Trust shall be deemed
to have been offered for sale to the Corporation, or its designee, at a price
per share equal to the lesser of (i) the price per share in the transaction that
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 Corporation, or its designee, accepts
such offer. The Corporation shall have the right to accept such offer for a
period of ninety (90) days after the later of (x) the date of the Non-Transfer
Event or purported Transfer which resulted in such Shares-in-Trust and (y) the
date the Corporation determines in good faith that a transfer or Non-Transfer
Event resulting in Shares-in-Trust has occurred, if the Corporation does not
receive a notice of such Transfer or Non-Transfer Event pursuant to Section 2(e)
of this Article V.
 
         (h) Enforcement. The Corporation is authorized specifically to seek
equitable relief, including injunctive relief, to enforce the provisions of this
Article V.
 
         (i) Non-Waiver. No delay or failure on the part of the Corporation or
the Board of Directors in exercising any right hereunder shall operate as a
waiver of any right of the Corporation or the Board of Directors, as the case
may be, except to the extent specifically waived in writing.
 
SECTION 5. PREFERRED STOCK. The Preferred Stock may be issued from time to time
in one or more series as authorized by the Board of Directors. The Board of
Directors is expressly authorized, in the resolution or resolutions providing
for the issuance of, or otherwise relating to or establishing, any wholly
unissued series of Preferred Stock, to fix, state and express the powers,
rights, designations, preferences, qualifications, limitations and restrictions
thereof, including without limitation: (i) the rate of dividends upon which and
the times at which dividends on shares of such series shall be payable and the
preference, if any, which such dividends shall have relative to dividends on
shares of any other class or series of stock of the Corporation; (ii) whether
such dividends shall be cumulative or noncumulative and, if cumulative, the date
or dates from which dividends on shares of such series shall be cumulative;
(iii) the voting rights, if any, to be provided for shares of such series; (iv)
the rights, if any, which the holders of shares of such series shall have in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Corporation; (v) the rights, if any, which the holders of
shares of such series shall have to convert such shares into or exchange such
shares for other shares of stock of the Corporation, and the terms and
conditions, including price and rate of exchange of such conversion or exchange;
(vi) the redemption rights (including sinking fund provisions), if any, for
shares of such series; and (vii) such other powers, rights, designations,
preferences, qualifications, limitations and restrictions as the Board of
Directors
 
                                       15
 
 
may desire to so fix. The Board of Directors is also expressly authorized to fix
the number of shares constituting such series and to increase or decrease the
number of shares of any series prior to the issuance of shares of that series
and to increase or decrease the number of shares of any series subsequent to the
issuance of shares of that series, but not to decrease such number below the
number of shares of such series then outstanding. In case the number of shares
of any class shall be so decreased, the shares constituting such decrease shall
resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series. Notwithstanding any other
provision hereof to the contrary, the holders of each class or series of
Preferred Stock will share ratably in any dividends with respect to such class
or series in proportion to the number of shares held by such holders
respectively, on a share-by-share basis.
 
SECTION 6. CLASSIFICATION AND RECLASSIFICATION OF EQUITY STOCK.
 
         (a) Subject to the foregoing provisions of Article V hereof, the power
of the Board of Directors to classify and reclassify any of the unissued shares
of Equity Stock shall include, without limitation, subject to the provisions of
the Articles of Incorporation, authority to classify or reclassify any unissued
shares of such stock into shares of Common Stock or Preferred Stock or any class
or series of Preferred Stock, or shares of preference stock, special stock or
other stock, by determining, fixing or altering one or more of the following:
 
               (i) the distinctive designation of such class or series and the
number of shares to constitute such class or series; provided that, unless
otherwise prohibited by the terms of such or any other class or series, the
number of shares of any class or series may be decreased by the Board of
Directors in connection with any classification or reclassification of unissued
shares and the number of shares of such class or series may be increased by the
Board of Directors in connection with any such classification or
reclassification, and any shares of any class or series which have been
redeemed, purchased, otherwise acquired or converted into Common Stock or any
other class or series shall become part of the authorized Equity Stock and be
subject to classification and reclassification as provided in this Section.
 
               (ii) whether or not and, if so, the rates, amounts and times at
which, and the conditions under which, dividends shall be payable on shares of
such class or series, whether any such dividends shall rank senior or junior to
or on a parity with the dividends payable on any other class or series of stock,
and the status of any such dividends as cumulative, cumulative to a limited
extent or non-cumulative and as participating or non-participating.
 
               (iii) whether or not shares of such class or series shall have
voting rights and, if so, the terms of such voting rights.
 
               (iv) whether or not shares of such class or series shall have
conversion or exchange privileges and, if so, the terms and conditions thereof,
including provision for adjustment of the conversion or exchange rate in such
events or at such times as the Board of Directors shall determine.
 
               (v) whether or not shares of such class or series shall be
subject to redemption and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be redeemable and the
amount per share payable in case of redemption, which
 
                                       16
 
 
amount may vary under different conditions and at different redemption dates,
and whether or not there shall be any sinking fund or purchase account in
respect thereof and, if so, the terms thereof.
 
               (vi) the rights of the holders of shares of such class or series
upon the liquidation, dissolution or winding up of the affairs of, or upon any
distribution of, the assets of the Corporation, which rights may vary depending
upon whether such liquidation, dissolution or winding up is voluntary or
involuntary and, if voluntary, may vary at different dates, and whether such
rights shall rank senior or junior to or on a parity with such rights of any
other class or series of stock.
 
               (vii) whether or not there shall be any limitations applicable,
while shares of such class are outstanding, upon the payment of dividends or
making of distributions on, or the acquisition of, or the use of monies for
purchase or redemption of, any stock of the Corporation, or upon any other
action of the Corporation, including action under this Section, and, if so, the
terms and conditions thereof.
 
               (viii) any other preferences, rights, restrictions, including
restrictions on transferability, and qualifications of shares of such class or
series, not inconsistent with law and the Articles of Incorporation of the
Corporation.
 
         (b) For the purposes hereof and of any articles supplementary to the
Articles of Incorporation providing for the classification or reclassification
of any shares of Equity Stock or of any other charter document of the
Corporation (unless otherwise provided in any such articles or document), any
class or series of stock of the Corporation shall be deemed to rank:
 
               (i) prior to another class or series either as to dividends or
upon liquidation, if the holders of such class or series shall be entitled to
the receipt of dividends or of amounts distributable on liquidation, dissolution
or winding up, as the case may be, in preference or priority to holders of such
other class or series;
 
               (ii) on a parity with another class or series either as to
dividends or upon liquidation, whether or not the dividend rates, dividend
payment dates or redemption or liquidation price per share thereof be different
from those of such other class or series, if the holders of such class or series
of stock shall be entitled to receipt of dividends or amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in proportion to
their respective dividend rates or redemption or liquidation prices, without
preference or priority over the holders of such other class or series; and
 
               (iii) junior to another class or series either as to dividends or
upon liquidation, if the rights of the holders of such class or series shall be
subject or subordinate to the rights of the holders of such other class or
series in respect of the receipt of dividends or the amounts distributable upon
liquidation, dissolution or winding up, as the case may be.
 
SECTION 7. ARTICLES OF INCORPORATION AND BYLAWS. All persons who shall Acquire
shares of Equity Stock of the Corporation shall Acquire such shares subject to
the provisions of the Articles of Incorporation and Bylaws.
 
                                       17
 
 
SECTION 8. SETTLEMENT OF STOCK EXCHANGE AND NATIONAL MARKET TRANSACTIONS.
Nothing in this Article V shall preclude the settlement of any transaction
entered into through the facilities of any national securities exchange or
automated inter-dealer quotation system. The fact that the settlement of any
transaction is so permitted shall not negate the effect of any other provision
of this Article V and any transferee in such a transaction shall be subject to
all of the provisions and limitations set forth in this Article V.
 
SECTION 9. VOTE REQUIRED. Except as specifically required in Section 4 of
Article VI of the Articles of Incorporation, notwithstanding any provision of
law requiring a greater proportion of the votes entitled to be cast by the
stockholders in order to take or approve any action on a matter (including a
merger, consolidation, transfer of assets, share exchange or an amendment to the
Articles of Incorporation), such action shall be valid and effective if taken or
approved by the affirmative vote of at least a majority of all votes entitled to
be cast by the stockholders on the matter.
 
 
                                  ARTICLE VI.
 
                             THE BOARD OF DIRECTORS
 
SECTION 1. NUMBER AND QUALIFICATION OF DIRECTORS. The business and affairs of
the Corporation shall be managed by a Board of Directors which may exercise all
of the powers of the Corporation except those conferred on, or reserved for, the
stockholders hereunder, under the Corporation's Bylaws or by law. The number of
directors of the Corporation is currently eight (8) which number may be
increased or decreased pursuant to the Bylaws of the Corporation, but in no
event shall be less than the minimum number required by the general laws of the
State of Maryland. A director need not be a stockholder of the Corporation.
 
SECTION 2. CLASSIFIED BOARD.
 
         (a) The Board of Directors of the Corporation shall be classified, with
respect to the terms for which the directors severally hold office, into three
classes (each, a "Class"), each of which shall be, as nearly as possible, of
equal size.
 
         (b) The directors of the Corporation (the "Current Directors") shall be
the following individuals, who shall be classified into three Classes as
follows:
 
             Director                                     Class
             --------                                     -----
             Doug W. Naidus                               Class I
 
             Fred A. Assenheimer                          Class I
 
             William L. Collins                           Class III
 
             Michael N. Garin                             Class III
 
             Michael J. Marocco                           Class I
 
             Nancy McKinstry                              Class II
 
                                       18
 
 
             Mark C. Pappas                               Class II
 
             Timothy Schantz                              Class III
 
 
         Each Current Director in Class II shall serve for a term expiring on
the date of the next succeeding annual meeting of stockholders, each Current
Director in Class III shall serve for a term expiring on the date of the second
succeeding annual meeting of stockholders, and each Current Director in Class I
shall serve for a term expiring on the date of the third succeeding annual
meeting of stockholders. Subject to the rights of holders of, or the terms
applicable to, any class or series of Preferred Stock, at each annual meeting of
stockholders, the successors to the class of directors whose term expires at
such annual 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 and until their successors are duly elected and qualified.
 
SECTION 3. QUORUM. The presence of a majority of the total number of directors
shall constitute a quorum for the transaction of business and, except as
otherwise provided herein or by applicable law, the vote of a majority of such
quorum shall be required for the Board of Directors to act.
 
SECTION 4. REMOVAL OF DIRECTORS. Subject to the rights of holders of any class
or series of Preferred Stock to remove directors, any director may be removed
only for cause and only upon the affirmative vote of the stockholders holding
not less than two-thirds (66.67%) of all the votes entitled to be cast generally
for the election of directors.
 
SECTION 5. FILLING VACANCIES. Except as may be otherwise provided for or fixed
pursuant to the provisions of Article V hereof with respect to the rights of
holders of Preferred Stock to elect directors, a vacancy on the Board of
Directors that occurs or is created (whether arising through death, retirement,
resignation or removal or through an increase in the number of authorized
directors), may be filled by the affirmative vote of a majority of the remaining
directors, even though less than a quorum, or by its sole director. A director
so elected to fill a vacancy shall serve until the next annual meeting of
stockholders and until such director's successor shall have been duly elected
and qualified (so long as such director remains qualified). A director elected
by the stockholders to fill a vacancy resulting from the removal of a director
shall serve for the remainder of the term of the director so removed. When a
vacancy is created as a result of the resignation of a director from the Board
of Directors, which resignation is not effective until a future date, such
director shall not have the power to vote to fill such vacancy.
 
SECTION 6. NO CUMULATIVE VOTING. Stockholders shall not be entitled to
cumulative voting rights with respect to the election of directors.
 
SECTION 7. RESERVED POWERS OF THE BOARD OF DIRECTORS. The enumeration and
definition of particular powers of the Board of Directors included in the
foregoing provisions of this Article VI or the provisions of Article VII hereof
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 the Corporation's
Articles of Incorporation, or construed as or deemed by inference or otherwise
in any manner to exclude or limit any powers conferred upon the Board of
Directors under the general laws of the State of Maryland now or hereafter in
force.
 
                                       19
 
 
                                  ARTICLE VII.
 
                PROVISIONS FOR DEFINING, LIMITING AND REGULATING
                  CERTAIN POWERS OF THE CORPORATION AND OF THE
                           STOCKHOLDERS AND DIRECTORS
 
         The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
directors and stockholders:
 
SECTION 1. BOARD AUTHORIZATION OF SHARE ISSUANCES. The Board of Directors is
hereby empowered to authorize the issuance from time to time of shares or
options or warrants (or securities convertible into shares, options or warrants)
of any class or series of Equity Stock, whether now or hereafter authorized, or
securities convertible into any class or series of Equity Stock, whether now or
hereafter authorized, for such consideration as may be deemed advisable by the
Board of Directors and without any action by the stockholders.
 
SECTION 2. NO PREEMPTIVE RIGHTS. Except as provided by the Board of Directors in
authorizing the issuance of Preferred Stock pursuant to Section 5 of Article V,
no holder of any stock or any other securities of the Corporation, whether now
or hereafter authorized, shall have any preemptive right to subscribe to or
purchase (i) any shares of Equity Stock of the Corporation, (ii) any warrants,
rights, or options to purchase any such shares, or (iii) any other securities of
the Corporation or obligations convertible into any shares of Equity Stock of
the Corporation or such other securities or into warrants, rights or options to
purchase any such shares or other securities of the Corporation.
 
SECTION 3. POWERS OF THE BOARD OF DIRECTORS. The Board of Directors of the
Corporation shall, consistent with applicable law, have the power in its sole
discretion: to determine from time to time, in accordance with sound accounting
practice or other reasonable valuation methods, what constitutes annual or other
net profits, earnings, surplus or net assets in excess of capital; to fix and
vary from time to time the amount to be reserved as working capital, or
determine that retained earnings or surplus shall remain in the hands of the
Corporation; to set apart out of any funds of the Corporation such reserve or
reserves in such amount or amounts and for such proper purpose or purposes as it
shall determine and to abolish any such reserve or any part thereof; to
distribute and pay distributions or dividends in stock, cash or other securities
or property, out of surplus or any other funds or amounts legally available
therefore, at such times and to the stockholders of record on such dates as it
may, from time to time, determine; and to determine whether and to what extent
and at what times and places and under what conditions and regulations the
books, accounts and documents of the Corporation, or any of them, shall be open
to the inspection of stockholders, except as otherwise provided by statute or by
the Bylaws of the Corporation, and, except as so provided, no stockholder shall
have any right to inspect any book, account or document of the Corporation
unless authorized to do so by resolution of the Board of Directors.
 
SECTION 4. RELATED PARTY TRANSACTIONS. Without limiting any other procedures
available by law, set forth in the Bylaws or otherwise established by the
Corporation, the Board of Directors may authorize any agreement or transaction
with any Person, corporation, association, company, trust, partnership (limited
or general) or other organization, although one or more of the directors
 
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or officers of the Corporation may be a party to any such agreement or an
officer, director, stockholder or member of such other party (an "Interested
Officer/Director"), and no such agreement or transaction shall be invalidated or
rendered void or voidable solely by reason of the existence of any such
relationship if: (i) the existence is disclosed or known to the Board of
Directors, and the contract or transaction is authorized, approved or ratified
by the affirmative vote of a majority of the directors, excluding the Interested
Officers/Directors; or (ii) the existence is disclosed to the stockholders
entitled to vote, and the contract or transaction is authorized, approved or
ratified by a majority of the votes entitled to be cast by the stockholders,
other than the votes of the shares held of record by the Interested
Officers/Directors; or (iii) the contract or transaction is fair and reasonable
to the Corporation. Any Interested Officer/Director of the Corporation or the
stock owned by them or by a corporation, association, company, trust,
partnership (limited or general) or other organization in which an Interested
Officer/Director may have an interest, may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee of
the Board of Directors or at a meeting of the stockholders, as the case may be,
at which the contract or transaction is authorized, approved or ratified.
 
SECTION 5. NON-APPLICABILITY OF THE MARYLAND GENERAL CORPORATION LAW TO CERTAIN
BUSINESS COMBINATIONS. The provisions of Title 3, Subtitle 6 of the Corporations
and Associations Article of the Annotated Code of Maryland (or any successor
statute) shall not apply to any business combination by the Corporation and any
present or future affiliates thereof. This Section 5 may be altered, repealed in
whole or in part, at any time, provided that such repeal shall not affect any
business combinations that have been consummated or are subject to an existing
agreement entered into prior to such alteration or repeal.
 
 
                                 ARTICLE VIII.
 
                                INDEMNIFICATION
                          AND LIMITATION OF LIABILITY
 
SECTION 1. INDEMNIFICATION.
 
         (a) Indemnification of Agents. The Corporation shall indemnify, in the
manner and to the fullest extent permitted by law, any person (or the estate of
any person) who is or was a party to, or is threatened to be made a party to,
any threatened, pending or completed action, suit or proceeding, whether or not
by or in the right of the Corporation, and whether civil, criminal,
administrative, investigative or otherwise, by reason of the fact that such
person is or was a director or officer of the Corporation, or such director or
officer is or was serving at the request of the Corporation as a director,
officer, agent, trustee, partner or employee of another corporation,
partnership, joint venture, limited liability company, trust, real estate
investment trust, employee benefit plan or other enterprise. To the fullest
extent permitted by law, the indemnification provided herein shall include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement and any such expenses may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding. The Corporation shall
indemnify other employees and agents to such extent as shall be authorized by
the Board of Directors or the Corporation's Bylaws and be permitted by law. Any
repeal or modification of this Section 1(a) by the stockholders of the
Corporation shall be prospective only, and shall not
 
                                       21
 
 
adversely affect any right to indemnification or advancement of expenses
hereunder existing at the time of such repeal or modification.
 
         (b) Insurance. The Corporation may, to the fullest extent permitted by
law, purchase and maintain insurance on behalf of any person described in the
preceding paragraph against any liability which may be asserted against such
person.
 
         (c) Indemnification Non-Exclusive. The indemnification provided herein
shall not be deemed to limit the right of the Corporation to indemnify any other
person for any such expenses to the fullest extent permitted by law, nor shall
it be deemed exclusive of any other rights to which any person seeking
indemnification from the Corporation may be entitled under any agreement, vote
of stockholders or disinterested directors, or otherwise, both as to action in
such persons official capacity and as to action in another capacity while
holding such office.
 
SECTION 2. LIMITATION OF LIABILITY. To the fullest extent permitted by statutory
or decisional law of the State of Maryland, as amended or interpreted from time
to time, no director or officer of the Corporation shall be personally liable to
the Corporation or its stockholders, or any of them, for money damages. No
amendment of the Articles of Incorporation of the Corporation or repeal of any
of its provisions shall limit or eliminate the benefits provided to directors
and officers under this provision with respect to any act or omission which
occurred prior to such amendment or repeal.
 
 
                                   ARTICLE IX.
 
                                   AMENDMENTS
 
SECTION 1. RIGHT TO AMEND ARTICLES OF INCORPORATION. The Corporation reserves
the right from time to time to make any amendments to the Articles of
Incorporation which may now or hereafter be authorized by law, including any
amendment altering the terms or contract rights, as expressly set forth in the
Articles of Incorporation, of any of its outstanding stock. All rights and
powers conferred by the Articles of Incorporation on stockholders, directors and
officers are granted subject to this reservation.
 
SECTION 2. BOARD AMENDMENT OF THE ARTICLES OF INCORPORATION. Pursuant to Section
2-105(a)(12) of the Maryland General Corporation Law, the Board of Directors,
with the approval of a majority of the entire Board of Directors, and without
action by the stockholders, may amend the Articles of Incorporation to increase
or decrease the aggregate number of shares of stock of the Corporation or the
number of shares of stock of any class that the Corporation has authority to
issue.
 
                                   ARTICLE X.
 
                             DURATION OF CORPORATION
 
         The duration of the Corporation shall be perpetual.
 
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         SECOND: The total number of shares of stock which the Corporation had
authority to issue immediately prior to this amendment and restatement was
1,000, consisting of 1,000 shares of Common Stock, par value $0.01 per share.
The aggregate par value of all shares of stock having par value was $10.00. The
total number of shares of stock which the Corporation has authority to issue
pursuant to the foregoing amendment and restatement of the Articles of
Incorporation is 175,000,000 shares of capital stock, consisting of 125,000,000
shares of Common Stock, par value $0.01 per share, and 50,000,000 shares of
Preferred Stock, $0.01 par value per share. The aggregate par value of all
authorized shares of stock is $1,750,000.
 
         THIRD: The amendment to and restatement of the Articles of
Incorporation as hereinabove set forth has been duly advised by the Board of
Directors of the Corporation and approved by the sole stockholder of the
Corporation as required by law.
 
         FOURTH: The current address of principal office of the Corporation in
the State of Maryland is as set forth in Article IV of foregoing amendment and
restatement of Articles of Incorporation.
 
         FIFTH: The number of directors of the Corporation and the names of
those currently in office are as set forth in Article VI of the foregoing
amendment and restatement of the Articles of Incorporation.
 
         SIXTH: The undersigned Chairman and Chief Executive Officer of the
Corporation acknowledges these Articles of Amendment and Restatement to be the
corporate act of the Corporation and as to all matters or facts required to be
verified under oath, the undersigned Chairman and Chief Executive Officer
acknowledges that to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.
 
         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment and Restatement to be signed in its name and on its behalf by its
Chairman and Chief Executive Officer and attested to by its Secretary on this
____ day of ________, 2004.
 
 
                                       By: /s/ Doug W. Naidus
                                           -------------------------------------
                                           Name: Doug W. Naidus
                                           Title: Chairman President and Chief
                                                  Executive Officer
 
 
ATTEST:
 
By: /s/ John R. Cuti
    ---------------------------------------------
    Name: John R. Cuti
    Title: General Counsel and Corporate Secretary
 
 
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