8-A12B

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8–A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

AMB PROPERTY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Maryland	94-3281941
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)
Pier 1, Bay 1, San Francisco, California	94111
(Address of Principal Executive Offices)	(Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. þ If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o

Securities Act registration file number to which this form relates: File No. 333-68283

Securities to be Registered Pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which
to be so Registered	Each Class is to be Registered
6 ½% Series L Cumulative Redeemable Preferred Stock, $.01 par value	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

(Title of Class)

1

TABLE OF CONTENTS

	Item 1. Description of Registrant’s Securities to be Registered.
	Item 2. Exhibits.
SIGNATURE
EXHIBIT INDEX
Exhibit 3.16
Exhibit 3.17
Exhibit 4.3

Item 1. Description of Registrant’s Securities to be Registered.

     The description of the 6  ½% Series L Cumulative Redeemable Preferred Stock, par value $.01 per share (the “Preferred Stock”), of AMB Property Corporation, a Maryland corporation (the “Registrant”), is incorporated by reference to the information set forth under the caption “Description of Series L Preferred Stock” in the prospectus supplement filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, in the form in which it was filed on June 19, 2003 with the Securities and Exchange Commission. The prospectus supplement supplements the prospectus contained in the Registrant’s registration statement on Form S-3 (File No. 333-68283), which was declared effective by the Securities and Exchange Commission on December 17, 1998. The Preferred Stock is expected to be listed on the New York Stock Exchange.

Item 2. Exhibits.

     Pursuant to the Instructions as to Exhibits for registration statements on Form 8-A, the documents listed below are filed as exhibits to this Registration Statement:

Exhibit
Number	Description
3.1	Articles of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 of Registrant’s Registration Statement on Form S-11 (No. 333-35915)).
3.2	Certificate of Correction of Registrant’s Articles Supplementary establishing and fixing the rights and preferences of the 8 ½% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.2 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998).
3.3	Articles Supplementary establishing and fixing the rights and preferences of the 8 5/8% Series B Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on January 7, 1999).
3.4	Articles Supplementary establishing and fixing the rights and preferences of the 8.75% Series C Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.2 of Registrant’s Current Report on Form 8-K filed on January 7, 1999).
3.5	Articles Supplementary establishing and fixing the rights and preferences of the 7.75% Series D Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999).
3.6	Articles Supplementary establishing and fixing the rights and preferences of the 7.75% Series E Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on September 14, 1999).
3.7	Articles Supplementary establishing and fixing the rights and preferences of the 7.95% Series F Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on April 14, 2000).

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Exhibit
Number	Description
3.8	Articles Supplementary establishing and fixing the rights and preferences of the 7.95% Series G Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on September 29, 2000).
3.9	Articles Supplementary establishing and fixing the rights and preferences of the 8.125% Series H Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.3 of Registrant’s Current Report on Form 8-K filed on September 29, 2000).
3.10	Articles Supplementary establishing and fixing the rights and preferences of the 8.00% Series I Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on March 23, 2001).
3.11	Articles Supplementary establishing and fixing the rights and preferences of the 7.95% Series J Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on October 3, 2001).
3.12	Articles Supplementary Redesignating and Reclassifying all 2,200,000 Shares of the 8.75% Series C Cumulative Redeemable Preferred Stock as Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on December 7, 2001).
3.13	Articles Supplementary establishing and fixing the rights and preferences of the 7.95% Series K Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on April 23, 2002).
3.14	Articles Supplementary Redesignating and Reclassifying 130,000 Shares of 7.95% Series F Cumulative Redeemable Preferred Stock as Preferred Stock (incorporated by reference to Exhibit 3.2 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
3.15	Articles Supplementary Redesignating and Reclassifying all 20,000 Shares of 7.95% Series G Cumulative Redeemable Preferred Stock as Preferred Stock (incorporated by reference to Exhibit 3.3 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
3.16	Articles Supplementary establishing and fixing the rights and preferences of the 6 ½% Series L Cumulative Redeemable Preferred Stock.
3.17	Third Amended and Restated Bylaws of Registrant.
4.1	Form of Certificate for Common Stock of Registrant (incorporated by reference to Exhibit 3.3 of Registrant’s Registration Statement on Form S-11 (No. 333-35915)).
4.2	Form of Certificate for 8.5% Series A Cumulative Redeemable Preferred Stock of Registrant (incorporated by reference to Exhibit 3.5(2) of Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).
4.3	Form of Certificate for 6 ½% Series L Cumulative Redeemable Preferred Stock of Registrant.

3

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 20, 2003	AMB PROPERTY CORPORATION
	By:	/s/ Tamra D. Browne
		Tamra D. Browne Senior Vice President, General Counsel and Secretary

4

EXHIBIT INDEX

Exhibit
Number	Description
3.1	Articles of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 of Registrant’s Registration Statement on Form S-11 (No. 333-35915)).
3.2	Certificate of Correction of Registrant’s Articles Supplementary establishing and fixing the rights and preferences of the 8 ½% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.2 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998).
3.3	Articles Supplementary establishing and fixing the rights and preferences of the 8 5/8% Series B Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on January 7, 1999).
3.4	Articles Supplementary establishing and fixing the rights and preferences of the 8.75% Series C Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.2 of Registrant’s Current Report on Form 8-K filed on January 7, 1999).
3.5	Articles Supplementary establishing and fixing the rights and preferences of the 7.75% Series D Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999).
3.6	Articles Supplementary establishing and fixing the rights and preferences of the 7.75% Series E Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on September 14, 1999).
3.7	Articles Supplementary establishing and fixing the rights and preferences of the 7.95% Series F Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on April 14, 2000).
3.8	Articles Supplementary establishing and fixing the rights and preferences of the 7.95% Series G Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on September 29, 2000).
3.9	Articles Supplementary establishing and fixing the rights and preferences of the 8.125% Series H Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.3 of Registrant’s Current Report on Form 8-K filed on September 29, 2000).
3.10	Articles Supplementary establishing and fixing the rights and preferences of the 8.00% Series I Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on March 23, 2001).
3.11	Articles Supplementary establishing and fixing the rights and preferences of the 7.95% Series J Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on

5

Exhibit
Number	Description
	October 3, 2001).
3.12	Articles Supplementary Redesignating and Reclassifying all 2,200,000 Shares of the 8.75% Series C Cumulative Redeemable Preferred Stock as Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on December 7, 2001).
3.13	Articles Supplementary establishing and fixing the rights and preferences of the 7.95% Series K Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on April 23, 2002).
3.14	Articles Supplementary Redesignating and Reclassifying 130,000 Shares of 7.95% Series F Cumulative Redeemable Preferred Stock as Preferred Stock (incorporated by reference to Exhibit 3.2 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
3.15	Articles Supplementary Redesignating and Reclassifying all 20,000 Shares of 7.95% Series G Cumulative Redeemable Preferred Stock as Preferred Stock (incorporated by reference to Exhibit 3.3 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
3.16	Articles Supplementary establishing and fixing the rights and preferences of the 6 ½% Series L Cumulative Redeemable Preferred Stock.
3.17	Third Amended and Restated Bylaws of Registrant.
4.1	Form of Certificate for Common Stock of Registrant (incorporated by reference to Exhibit 3.3 of Registrant’s Registration Statement on Form S-11 (No. 333-35915)).
4.2	Form of Certificate for 8.5% Series A Cumulative Redeemable Preferred Stock of Registrant (incorporated by reference to Exhibit 3.5(2) of Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).
4.3	Form of Certificate for 6 ½% Series L Cumulative Redeemable Preferred Stock of Registrant.

6 EX-3.16 3 f90997exv3w16.txt EXHIBIT 3.16 EXHIBIT 3.16 AMB PROPERTY CORPORATION ARTICLES SUPPLEMENTARY ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF 6 1/2% SERIES L CUMULATIVE REDEEMABLE PREFERRED STOCK AMB Property Corporation, a corporation organized and existing under the laws of the State of Maryland (the "Corporation"), certifies to the State Department of Assessments and Taxation of Maryland (the "Department") that: FIRST: Pursuant to the authority expressly vested in the Board of Directors of the Corporation (sometimes referred to herein as the "Board") by Article IV of the charter (the "Charter") of the Corporation and Section 2-105 of the Maryland General Corporation Law, the Board of Directors of the Corporation, on May 15, 2003, adopted resolutions authorizing the Corporation, among other things, to issue up to a stated maximum number of shares of preferred stock, par value $.01 per share (the "Preferred Stock"), of the Corporation, having a stated maximum aggregate liquidation preference and dividend rate and certain other stated terms applicable to the issuance thereof, and appointing, pursuant to the MGCL and the powers contained in the Bylaws of the Corporation, a committee (the "Committee") of the Board of Directors comprised of W. Blake Baird and delegating to the Committee, to the fullest extent permitted by Maryland law and the Charter and Bylaws of the Corporation, all powers of the Board of Directors with respect to classifying, authorizing, approving, ratifying and/or confirming the terms of the Preferred Stock to be issued, including, without limitation, the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, and determining the consideration per share to be received in respect of the issuance and sale of each share of Preferred Stock to be issued and sold, and the number of shares of Preferred Stock to be so classified or reclassified and issued by the Corporation, subject to the limitations set forth in the resolutions of the Board of Directors adopted on May 15, 2003. SECOND: Pursuant to the authority conferred upon the Committee as aforesaid, the Committee has on June 18, 2003, adopted resolutions classifying and designating as a separate class of Preferred Stock the 6 1/2% Series L Cumulative Redeemable Preferred Stock, with the preferences, conversions and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and other terms and conditions of such 6 1/2% Series L Cumulative Redeemable Preferred Stock (within the limitations set by the Board of Directors in the resolutions adopted on May 15, 2003 and referred to in Article First of these Articles Supplementary) and establishing 2,300,000 as the number of shares to be so classified and designated, and authorizing the issuance of up to 2,300,000 shares of 6 1/2% Series L Cumulative Redeemable Preferred Stock. THIRD: The separate class of Preferred Stock of the Corporation created by the resolutions duly adopted by the Board of Directors of the Corporation and by the Committee and referred to in Articles First and Second of these Articles Supplementary shall have the designation, number of shares, preferences, conversion and other rights, voting powers, restrictions and limitations as to dividends, qualifications, terms and conditions of redemption and other terms and conditions as follows (and which, upon any restatement of the Charter, may be made a part of Article IV thereof, with any necessary or appropriate changes to the numeration or lettering of the sections or subsections hereof): (1) DESIGNATION AND NUMBER. A class of Preferred Stock, designated the "6 1/2% Series L Cumulative Redeemable Preferred Stock" (the "Series L Preferred Stock"), is hereby established. The number of shares of Series L Preferred Stock shall be 2,300,000 (the "Series L Preferred Shares"). (2) RANK. The Series L Preferred Shares will rank, with respect to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation, (a) senior to all classes or series of Common Stock (as defined in the Charter) and to all equity securities of the Corporation the terms of which provide that such equity securities shall rank junior to such Series L Preferred Shares; (b) on a parity with all equity securities issued by the Corporation (including the Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and Series K Preferred Stock) other than those referred to in clauses (a) and (c) of this Section 2 (it being the intent of the Corporation that the Series L Preferred Stock be on a parity with the Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and Series K Preferred Stock with respect to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation, notwithstanding any provision contained in these Articles Supplementary, which, if given effect, would make the Series L Preferred Stock not in parity with the Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and Series K Preferred Stock; and any such provision contained in these Articles Supplementary shall be of no force or effect); and (c) junior to all equity securities issued by the Corporation which rank senior to the Series L Preferred Shares in accordance with Section 6(d). The term "equity securities" does not include convertible debt securities. (3) DIVIDENDS. (a) Holders of Series L Preferred Shares shall be entitled to receive, if, when and as authorized by the Board, out of funds legally available for the payment of dividends, cumulative preferential cash dividends at the rate of 6 1/2% of the $25.00 liquidation preference per annum (equivalent to $1.625 per annum per share). Such dividends shall accumulate on a daily basis computed on the basis of a 360-day year consisting of twelve 30-day months and be cumulative from June 23, 2003 and shall be payable quarterly (such quarterly periods for purposes of payment and accrual will be the quarterly periods ending on the dates specified in this sentence and not calendar year quarters) in equal amounts in arrears on the 15th day of each January, 2 April, July and October, or, if not a business day, the next succeeding business day, commencing July 15, 2003 (each a "Dividend Payment Date"). Dividends shall be payable to holders of record as they appear in the share records of the Corporation at the close of business on the applicable record date (each, a "Dividend Record Date"), which shall be the date designated by the Board for the payment of dividends that is not more than 30 nor less than 10 days prior to the applicable payment date therefor. Any dividend payable on the Series L Preferred Shares for any partial dividend period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which distributions are to be made on the Series L Preferred Stock is not a business day, then payment of the distribution to be made on such date will be made on the next succeeding day that is a business day (and without any interest or other payment in respect of any such delay) except that, if such business day is in the next succeeding calendar year, such payment shall be made on the immediately preceding business day, in each case with the same force and effect as if made on such date. Notwithstanding any provision to the contrary contained herein, each outstanding share of Series L Preferred Stock shall be entitled to receive, and shall receive, a dividend with respect to any Dividend Record Date equal to the dividend paid with respect to each other share of Series L Preferred Stock which is outstanding on such date which shall be equal to the greatest dividend per share payable on any such share on such date. Accordingly, notwithstanding anything to the contrary set forth herein, each share of Series L Preferred Stock issued and outstanding on the record date for the first dividend payment on the Series L Preferred Stock following the initial issuance of shares of Series L Preferred Stock on June 23, 2003, shall accrue dividends from the earliest date on which any shares of the Series L Preferred Stock were issued (June 23, 2003), and shall receive the same dividend payment regardless of the date on which such share was actually issued. (b) No dividend on the Series L Preferred Shares shall be authorized by the Board or be paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such authorization, payment or setting apart for payment or provides that such authorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such authorization or payment shall be restricted or prohibited by law. (c) Notwithstanding anything to the contrary contained herein, dividends on the Series L Preferred Shares shall accumulate whether or not restrictions exist in respect thereof, whether or not there are funds legally available for the payment thereof and whether or not such dividends are declared. Accumulated but unpaid dividends on the Series L Preferred Shares will accumulate as of the Dividend Payment Date on which they first become payable or on the date of redemption, as the case may be. (d) If any Series L Preferred Shares are outstanding, no full dividends will be declared or paid or set apart for payment on any other equity securities of the Corporation of any other class or series ranking, as to distributions or upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation, on a parity with or junior to the Series L Preferred Shares unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series L Preferred Shares for all dividend periods. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series L Preferred Shares and any 3 other equity securities ranking as to dividends on a parity with the Series L Preferred Shares (including the Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and Series K Preferred Stock), all dividends declared upon the Series L Preferred Shares and any other equity securities of the Corporation ranking on a parity with the Series L Preferred Shares as to dividends and upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation shall be declared pro rata so that the amount of dividends declared per Series L Preferred Share and each such other equity securities shall in all cases bear to each other the same ratio that accumulated dividends per Series L Preferred Share and such other equity securities (which shall not include any accumulation in respect of unpaid dividends for prior dividend periods if such other equity securities do not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on Series L Preferred Shares which may be in arrears. (e) Except as provided in the immediately preceding paragraph, unless full cumulative dividends on the Series L Preferred Shares have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all dividend periods, no dividends (other than in Common Stock or other equity securities of the Corporation ranking junior to the Series L Preferred Shares as to dividends and upon voluntary or involuntary liquidation, dissolution and winding up of the Corporation) shall be declared or paid or set aside for payment nor shall any other dividend be declared or made upon the Common Stock or any other equity securities of the Corporation ranking as to dividends or upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation junior to or on a parity with the Series L Preferred Stock, nor shall any Common Stock or any other equity securities of the Corporation ranking junior to or on a parity with the Series L Preferred Stock as to dividends or upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such securities) by the Corporation (except by conversion into or exchange for other equity securities of the Corporation ranking junior to the Series L Preferred Stock as to dividends and upon voluntary or involuntary liquidation, dissolution and winding up of the Corporation, and except pursuant to Section 7 of this Article Third to ensure the Corporation's continued status as a real estate investment trust (a "REIT") for federal income tax purposes or comparable Charter provisions with respect to other classes or series of the Corporation's stock). (f) Accumulated but unpaid dividends on the Series L Preferred Shares will not bear interest and holders of Series L Preferred Shares shall not be entitled to any dividend in excess of full cumulative dividends as described above. Any dividend payment made on the Series L Preferred Shares shall first be credited against the earliest accumulated but unpaid dividend due with respect to such shares which remains payable. (g) If, for any taxable year, the Corporation elects to designate as a "capital gain dividend" (as defined in Section 857 of the Code (as defined in Section 7(a) of this Article Third)), any portion (the "Capital Gains Amount") of the dividends paid or made available for the year to holders of any class or series of stock of the Corporation, the portion of the Capital 4 Gains Amount that shall be allocable to holders of the Series L Preferred Stock shall be the amount that the total dividends (as determined for federal income tax purposes) paid or made available to the holders of the Series L Preferred Stock for the year bears to the aggregate amount of dividends (as determined for federal income tax purposes) paid or made available to the holders of all classes or series of stock of the Corporation for such year. (4) LIQUIDATION PREFERENCE. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of Series L Preferred Shares then outstanding shall be entitled to receive out of the assets of the Corporation legally available for distribution to its stockholders remaining after payment or provision for payment of all debts and liabilities of the Corporation, a liquidation preference in cash of $25.00 per share, plus an amount equal to any accumulated and unpaid dividends to the date of such payment, before any distribution of assets is made to holders of Common Stock or any other equity securities of the Corporation that rank junior to the Series L Preferred Shares as to liquidation rights. (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation are insufficient to make full payment to holders of Series L Preferred Shares and the corresponding amounts payable on all shares of other classes or series of equity securities of the Corporation ranking on a parity with the Series L Preferred Shares as to liquidation rights (including the Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and Series K Preferred Stock), then the holders of the Series L Preferred Shares and all other such classes or series of equity securities shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (c) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series L Preferred Shares at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. (d) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series L Preferred Shares will have no right or claim to any of the remaining assets of the Corporation. (e) The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation's property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation. 5 (f) In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the MGCL, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series L Preferred Shares whose preferential rights upon dissolution are superior to those receiving the distribution. (5) OPTIONAL REDEMPTION. (a) The Series L Preferred Shares are not redeemable prior to June 23, 2008. To ensure that the Corporation remains a qualified REIT for federal income tax purposes, however, the Series L Preferred Shares shall be subject to the provisions of Section 7 of this Article Third pursuant to which Series L Preferred Shares owned by a stockholder in excess of the Ownership Limit (as defined in Section 7 of this Article Third) or certain other limitations shall automatically be transferred to a Trust for the benefit of a Charitable Beneficiary (as defined in Section 7 of this Article Third) and the Corporation shall have the right to purchase such shares, as provided in Section 7 of this Article Third. On and after June 23, 2008, the Corporation, at its option, upon giving notice as provided below, may redeem the Series L Preferred Shares, in whole or from time to time in part, for cash, at a redemption price of $25.00 per share, plus all accumulated and unpaid dividends on such Series L Preferred Shares to the date fixed for redemption. (b) If fewer than all of the outstanding Series L Preferred Shares are to be redeemed, the shares to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional shares) or by lot or by any other equitable method determined by the Corporation. If such redemption is to be by lot and, as a result of such redemption, any holder of Series L Preferred Shares would become a holder of a number of Series L Preferred Shares in excess of the Ownership Limit (or other limitations set forth in Section 7 of this Article Third) because such holder's Series L Preferred Shares were not redeemed, or were only redeemed in part, then, except as otherwise provided in the Charter, the Corporation will redeem the requisite number of Series L Preferred Shares of such holder such that no holder will hold in excess of the Ownership Limit (or such other limits) subsequent to such redemption. (c) Notwithstanding anything to the contrary contained herein, unless full cumulative dividends on all Series L Preferred Shares shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods and the then current dividend period, no Series L Preferred Shares shall be redeemed unless all outstanding Series L Preferred Shares are simultaneously redeemed; provided, however, that the foregoing shall not prevent the purchase by the Corporation of Series L Preferred Shares pursuant to Section 7 of this Article Third or otherwise in order to ensure that the Corporation remains qualified as a REIT for federal or state income tax purposes or the purchase or acquisition of Series L Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series L Preferred Shares. In addition, unless full cumulative dividends on all outstanding Series L Preferred Shares have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment 6 thereof set apart for payment for all dividend periods, the Corporation shall not purchase or otherwise acquire directly or indirectly any Series L Preferred Shares or any equity securities of the Corporation ranking junior to or on a parity with the Series L Preferred Shares as to dividends or upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation (including the Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and Series K Preferred Stock) (except by conversion into or exchange for equity securities of the Corporation ranking junior to the Series L Preferred Shares as to dividends and upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation and except pursuant to Section 7 of this Article Third or comparable Charter provisions with respect to other classes or series of the Corporation's stock). (d) The holders of shares of Series L Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to the shares of Series L Preferred Stock held on the corresponding Dividend Payment Date notwithstanding the redemption thereof between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation's default in the payment of the dividend due. Except as provided herein, the Corporation will make no payment or allowance for unpaid dividends, whether or not in arrears, on Series L Preferred Shares to be redeemed. (e) The following provisions set forth the procedures for Redemption: (i) Notice of redemption will be given by publication in a newspaper of general circulation in the City of New York, such publication to be made once a week for two successive weeks commencing not less than 30 nor more than 60 days, prior to the redemption date. A similar notice will be mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days, prior to the redemption date, addressed to the respective holders of record of the Series L Preferred Shares to be redeemed at their respective addresses as they appear on the share records of the Corporation. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series L Preferred Shares except as to the holder to whom notice was defective or not given. (ii) In addition to any information required by law or by the applicable rules of any exchange upon which the Series L Preferred Shares may be listed or admitted to trading, such notice shall state: (A) the redemption date; (B) the redemption price; (C) the number of Series L Preferred Shares to be redeemed; (D) the place or places where the certificates evidencing shares of Series L Preferred Shares are to be surrendered for payment of the redemption price; and (E) that dividends on the Series L Preferred Shares to be redeemed will cease to accumulate on such redemption date. If fewer than all of the Series L Preferred Shares held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series L Preferred Shares to be redeemed from such holder. (iii) On or after the redemption date, each holder of Series L Preferred Shares to be redeemed shall present and surrender the certificates representing such holder's Series L Preferred Shares to the Corporation at the place designated in the notice of redemption and shall be entitled to the redemption price and any accumulated and unpaid dividends payable upon such 7 redemption upon such surrender and thereupon the redemption price of such shares (including all accumulated and unpaid dividends up to the redemption date) shall be paid to or on the order of the person whose name appears on such certificate representing Series L Preferred Shares as the owner thereof and each surrendered certificate shall be canceled. If fewer than all the shares represented by any such certificate representing Series L Preferred Shares are to be redeemed, a new certificate shall be issued representing the unredeemed shares. (iv) If notice of redemption of any Series L Preferred Shares has been given and if the funds necessary for such redemption have been set aside by the Corporation in trust for the benefit of the holders thereof, then from and after the redemption date all dividends on such Series L Preferred Shares shall cease to accumulate and any such Series L Preferred Shares will no longer be deemed outstanding and all rights of the holders thereof will terminate, except the right to receive the redemption price (including all accumulated and unpaid dividends up to the redemption date) and such shares shall not thereafter be transferred (except with the consent of the Corporation) on the Corporation's stock transfer records. At its election, the Corporation, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid dividends to the redemption date) of the Series L Preferred Shares so called for redemption in trust for the holders thereof with a bank or trust company, in which case the redemption notice to holders of the Series L Preferred Shares to be redeemed shall (A) state the date of such deposit, (B) specify the office of such bank or trust company as the place of payment of the redemption price and (C) require such holders to surrender the certificates representing such shares at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) against payment of the redemption price (including all accumulated and unpaid dividends to the redemption date). Any monies so deposited which remain unclaimed by the holders of the Series L Preferred Shares at the end of two years after the redemption date shall be returned by such bank or trust company to the Corporation. (f) Any Series L Preferred Shares that shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued Preferred Stock, without further designation as to series or class until such shares are once more designated as part of a particular series or class by the Board. (6) VOTING RIGHTS. (a) Holders of the Series L Preferred Shares will not have any voting rights, except as set forth below. (b) (i) Whenever dividends on any Series L Preferred Shares shall remain unpaid for six or more quarterly periods (whether or not consecutive) (a "Preferred Dividend Default"), the holders of such Series L Preferred Shares (voting as a single class with all other equity securities of the Corporation ranking on a parity with the Series L Preferred Shares as to dividends and upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation upon which like voting rights have been conferred and are exercisable, including the Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and Series K Preferred Stock ("Parity Preferred Stock")) will be entitled to vote for the 8 election of two additional directors of the Corporation (the "Preferred Stock Directors"), who will be elected by a plurality of the votes cast in such election for a one-year term and until their successors are duly elected and shall qualify (or until such director's right to hold such office terminates as provided herein, whichever occurs earlier, subject to such director's earlier death, disqualification, resignation or removal), at a special meeting called by or at the request of the holders of at least 20% of the outstanding Series L Preferred Shares or the holders of shares of any other class or series of Parity Preferred Stock with respect to which dividends are so unpaid (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of stockholders) or, if the request for a special meeting is received by the Corporation less than 90 days before the date fixed for the next annual or special meeting of stockholders, at the next annual or special meeting of stockholders, and at each subsequent annual meeting until all dividends accumulated on the Series L Preferred Shares for all past dividend periods and the dividend for the then current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment in full. (ii) At any time when the voting rights described in Section 6(b)(i) above shall have vested, a proper officer of the Corporation shall call or cause to be called, a special meeting of the holders of Series L Preferred Stock and all the series of Parity Preferred Stock upon which like voting rights have been conferred and are exercisable (collectively, the "Parity Securities") by mailing or causing to be mailed to such holders a notice of such special meeting to be held not less than ten and not more than 45 days after the date such notice is given. The record date for determining holders of the Parity Securities entitled to notice of and to vote at such special meeting will be the close of business on the third business day preceding the day on which such notice is mailed. At any such special meeting, all of the holders of the Parity Securities, by plurality vote, voting together as a single class without regard to series will be entitled to elect two directors on the basis of one vote per $25.00 of liquidation preference to which such Parity Securities are entitled by their terms (excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively. Notice of all meetings at which holders of the Series L Preferred Stock shall be entitled to vote will be given to such holders at their addresses as they appear in the transfer records. If a Preferred Dividend Default shall terminate after the notice of a special meeting has been given but before such special meeting has been held, the Corporation shall, as soon as practicable after such termination, mail or cause to be mailed notice of such termination to holders of the Series L Preferred Stock that would have been entitled to vote at such special meeting. (c) If and when all accumulated dividends and the dividend for the then current dividend period on the Series L Preferred Shares shall have been paid in full or declared by the Corporation and set aside for payment in full, the holders of Series L Preferred Shares shall be divested of the voting rights set forth in Section 6(b) hereof (subject to revesting in the event of each and every Preferred Dividend Default) and, if all accumulated dividends and the dividend for the then current dividend period have been paid in full or declared by the Corporation and set aside for payment in full on all other classes or series of Parity Preferred Stock upon which like voting rights have been conferred and are exercisable, the term of office of each Preferred Stock Director so elected shall forthwith terminate. Any Preferred Stock Director elected by the holders of Series L Preferred Shares and any other such Parity Preferred Stock may be removed at any time with or without cause by the vote of, and shall not be removed otherwise than by the 9 vote of, the holders of a majority of the outstanding Series L Preferred Shares when they only have the voting rights set forth, or like those set forth, in Section 6(b) hereof and by the majority vote of the Series L Preferred Shares and all other classes or series of Parity Preferred Stock upon which like voting rights have been conferred and are exercisable (voting as a single class) when the Series L Preferred Shares and such Parity Preferred Stock is entitled to vote thereon. So long as a Preferred Dividend Default shall continue, any vacancy in the office of a Preferred Stock Director so elected may be filled by written consent of the Preferred Stock Director so elected remaining in office, or if none remains in office, by a vote of the holders of a majority of the outstanding Series L Preferred Shares when they only have the voting rights set forth, or like those set forth, in Section 6(b) and by the majority vote of the Series L Preferred Shares and other classes or series of Parity Preferred Stock upon which like voting rights have been conferred and are exercisable (voting as a single class) when the Series L Preferred Shares and such Parity Preferred Stock is entitled to vote thereon. (d) So long as any Series L Preferred Stock remains outstanding, the Corporation shall not, without the affirmative vote or consent of the holders of at least two-thirds of the Series L Preferred Stock outstanding at the time, given in person or by proxy, either in writing or at a meeting (such Series L Preferred Stock voting separately as a class), (i) authorize or create, or increase the authorized or issued amount of, any class or series of shares ranking senior to the Series L Preferred Stock with respect to payment of dividends or the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation or reclassify any authorized shares of the Corporation into any such shares, or create, authorize or issue any obligation or security convertible into exchangeable or exercisable for, or evidencing the right to purchase any such shares; or (ii) amend, alter or repeal the provisions of the Charter (including these Articles Supplementary), whether by merger or consolidation (each and "Event") or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of the Series L Preferred Stock or the holders thereof; provided, however, that with respect to the occurrence of any of the Events set forth in (ii) above, so long as shares of Series L Preferred Stock (or shares issued by a surviving entity in substitution for the Series L Preferred Stock) remain outstanding with the terms thereof materially unchanged, taking into account that upon the occurrence of such an Event, the Corporation may not be the surviving entity, the occurrence of any such Event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the holders of the Series L Preferred Stock; and provided further that (x) any increase in the amount of the authorized Preferred Stock or the creation or issuance of any other class or series of Preferred Stock or (y) any increase in the amount of authorized Series L Preferred Stock or any other class or series of Preferred Stock, in each case ranking on a parity with or junior to the Series L Preferred Stock with respect to payment of dividends or the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. (e) The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series L Preferred Shares shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption. 10 (7) RESTRICTIONS ON OWNERSHIP AND TRANSFER TO PRESERVE TAX BENEFIT. (a) Definitions. For the purposes of Section 7 of these Articles Supplementary, the following terms shall have the following meanings: "Beneficial Ownership" shall mean ownership of Series L Preferred Stock by a Person who is or would be treated as an owner of such Series L Preferred Stock either actually or constructively through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The terms "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned" shall have the correlative meanings. "Charitable Beneficiary" shall mean one or more beneficiaries of a Trust, as determined pursuant to Section 7(c)(vi) of these Articles Supplementary, each of which shall be an organization described in Sections 170(b)(1)(A), 170(c)(2) and 501(c)(3) of the Code. "Code" shall mean the Internal Revenue Code of 1986, as amended. All section references to the Code shall include any successor provisions thereof as may be adopted from time to time. "Constructive Ownership" shall mean ownership of Series L Preferred Stock by a Person who is or would be treated as an owner of such Series L Preferred Stock either actually or constructively through the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code. The terms "Constructive Owner," "Constructively Owns" and "Constructively Owned" shall have the correlative meanings. "IRS" means the United States Internal Revenue Service. "Market Price" shall mean the last reported sales price reported on the New York Stock Exchange of the Series L Preferred Stock on the trading day immediately preceding the relevant date, or if the Series L Preferred Stock is not then traded on the New York Stock Exchange, the last reported sales price of the Series L Preferred Stock on the trading day immediately preceding the relevant date as reported on any exchange or quotation system over which the Series L Preferred Stock may be traded, or if the Series L Preferred Stock is not then traded over any exchange or quotation system, then the market price of the Series L Preferred Stock on the relevant date as determined in good faith by the Board of Directors of the Corporation. "MGCL" shall mean the Maryland General Corporation Law, as amended from time to time, and any successor statute hereafter enacted. "Ownership Limit" shall mean 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding Series L Preferred Stock of the Corporation. 11 "Person" shall mean an individual, corporation, partnership, limited liability company, 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; but does not include an underwriter acting in a capacity as such in a public offering of shares of Series L Preferred Stock provided that the ownership of such shares of Series L Preferred Stock by such underwriter would not result in the Corporation being "closely held" within the meaning of Section 856(h) of the Code, or otherwise result in the Corporation failing to qualify as a REIT. "Purported Beneficial Transferee" shall mean, with respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in Section 7(b)(ii) of these Articles Supplementary, the Purported Record Transferee, unless the Purported Record Transferee would have acquired or owned shares of Series L Preferred Stock for another Person who is the beneficial transferee or owner of such shares, in which case the Purported Beneficial Transferee shall be such Person. "Purported Record Transferee" shall mean, with respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in Section 7(b)(ii) of these Articles Supplementary, the record holder of the Series L Preferred Stock if such Transfer had been valid under Section 7(b)(i) of these Articles Supplementary. "REIT" shall mean a real estate investment trust under Sections 856 through 860 of the Code and, for purposes of taxation of the Corporation under applicable state law, comparable provisions of the law of such state. "Restriction Termination Date" shall mean the first day after the date hereof on which the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT. "Transfer" shall mean any sale, transfer, gift, assignment, devise or other disposition of Series L Preferred Stock, (including (i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Series L Preferred Stock or (ii) the sale, transfer, assignment or other disposition of any securities (or rights convertible into or exchangeable for Series L Preferred Stock), whether voluntary or involuntary, whether such transfer has occurred of record or beneficially or Beneficially or Constructively (including but not limited to transfers of interests in other entities which result in changes in Beneficial or Constructive Ownership of Series L Preferred Stock), and whether such transfer has occurred by operation of law or otherwise. 12 "Trust" shall mean each of the trusts provided for in Section 7(c) of these Articles Supplementary. "Trustee" shall mean any Person unaffiliated with the Corporation, or a Purported Beneficial Transferee, or a Purported Record Transferee, that is appointed by the Corporation to serve as trustee of a Trust. (b) Restriction on Ownership and Transfers. (i) Prior to the Restriction Termination Date: (A) except as provided in Section 7(i) of these Articles Supplementary, no Person shall Beneficially Own Series L Preferred Stock in excess of the Ownership Limit; (B) except as provided in Section 7(i) of these Articles Supplementary, no Person shall Constructively Own Series L Preferred Stock in excess of the Ownership Limit; (C) no Person shall Beneficially or Constructively Own Series L Preferred Stock which, taking into account any other capital stock of the Corporation Beneficially or Constructively Owned by such Person, would result in the Corporation being "closely held" within the meaning of Section 856(h) of the Code, or otherwise failing to qualify as a REIT (including but not limited to Beneficial or Constructive Ownership that would result in the Corporation owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation (either directly or indirectly through one or more partnerships or limited liability companies) from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code or comparable provisions of state law). (ii) If, prior to the Restriction Termination Date, any Transfer or other event occurs that, if effective, would result in any Person Beneficially or Constructively Owning Series L Preferred Stock in violation of Section 7(b)(i) of these Articles Supplementary, (1) then that number of shares of Series L Preferred Stock that otherwise would cause such Person to violate Section 7(b)(i) of these Articles Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 7(c), effective as of the close of business on the business day prior to the date of such Transfer or other event, and such Purported Beneficial Transferee shall thereafter have no rights in such shares or (2) if, for any reason, the transfer to the Trust described in clause (1) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially or Constructively Owning Series L Preferred Stock in violation of Section 7(b)(i) of these Articles Supplementary, then the Transfer of that number of shares of Series L Preferred Stock that otherwise would cause any Person to violate Section 7(b)(i) shall be void ab initio, and the Purported Beneficial Transferee shall have no rights in such shares. (iii) Subject to Section 7(l) of these Articles Supplementary and notwithstanding any other provisions contained herein, prior to the Restriction Termination Date, any Transfer of Series L Preferred Stock that, if effective, would result in the capital stock of the Corporation being 13 beneficially owned by less than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Series L Preferred Stock. (c) Transfers of Series L Preferred Stock in Trust. (i) Upon any purported Transfer or other event described in Section 7(b)(ii) of these Articles Supplementary, such Series L Preferred Stock shall be deemed to have been transferred to the Trustee in his capacity as trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the business day prior to the purported Transfer or other event that results in a transfer to the Trust pursuant to Section 7(b)(ii). The Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation, any Purported Beneficial Transferee, or any Purported Record Transferee. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 7(c)(vi) of these Articles Supplementary. (ii) Series L Preferred Stock held by the Trustee shall be issued and outstanding Series L Preferred Stock of the Corporation. The Purported Beneficial Transferee or Purported Record Transferee shall have no rights in the shares of Series L Preferred Stock held by the Trustee. The Purported Beneficial Transferee or Purported Record Transferee shall not benefit economically from ownership of any shares held in trust by the Trustee, shall have no rights to dividends and shall not possess any rights to vote or other rights attributable to the shares of Series L Preferred Stock held in the Trust. (iii) The Trustee shall have all voting rights and rights to dividends with respect to Series L Preferred Stock held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or distribution paid prior to the discovery by the Corporation that shares of Series L Preferred Stock have been transferred to the Trustee shall be paid to the Trustee upon demand, and any dividend or distribution declared but unpaid shall be paid when due to the Trustee with respect to such Series L Preferred Stock. Any dividends or distributions so paid over to the Trustee shall be held in trust for the Charitable Beneficiary. The Purported Record Transferee and Purported Beneficial Transferee shall have no voting rights with respect to the Series L Preferred Stock held in the Trust and, subject to Maryland law, effective as of the date the Series L Preferred Stock has been transferred to the Trustee, the Trustee shall have the authority (at the Trustee's sole discretion) (i) to rescind as void any vote cast by a Purported Record Transferee with respect to such Series L Preferred Stock prior to the discovery by the Corporation that the Series L Preferred Stock has been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Corporation has already taken irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding any other provision of these Articles Supplementary to the contrary, until the Corporation has received notification that the Series L Preferred Stock has been transferred into a Trust, the Corporation shall be entitled to rely on its share transfer and other stockholder records for 14 purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders. (iv) Within 20 days of receiving notice from the Corporation that shares of Series L Preferred Stock have been transferred to the Trust, the Trustee of the Trust shall sell the shares of Series L Preferred Stock held in the Trust to a Person, designated by the Trustee, whose ownership of the shares of Series L Preferred Stock will not violate the ownership limitations set forth in Section 7(b)(i). Upon such sale, the interest of the Charitable Beneficiary in the shares of Series L Preferred Stock sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record Transferee and to the Charitable Beneficiary as provided in this Section 7(c)(iv). The Purported Record Transferee shall receive the lesser of (1) the price paid by the Purported Record Transferee for the shares of Series L Preferred Stock in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a purchase of such shares of Series L Preferred Stock at Market Price, the Market Price of such shares of Series L Preferred Stock on the day of the event which resulted in the transfer of such shares of Series L Preferred Stock to the Trust) and (2) the price per share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares of Series L Preferred Stock held in the Trust. Any net sales proceeds in excess of the amount payable to the Purported Record Transferee shall be immediately paid to the Charitable Beneficiary together with any dividends or other distributions thereon. If, prior to the discovery by the Corporation that shares of such Series L Preferred Stock have been transferred to the Trustee, such shares of Series L Preferred Stock are sold by a Purported Record Transferee then (i) such shares of Series L Preferred Stock shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the Purported Record Transferee received an amount for such shares of Series L Preferred Stock that exceeds the amount that such Purported Record Transferee was entitled to receive pursuant to this Section 7(c)(iv), such excess shall be paid to the Trustee upon demand. (v) Series L Preferred Stock transferred to the Trustee 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 paid by the Purported Record Transferee for the shares of Series L Preferred Stock in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a purchase of such shares of Series L Preferred Stock at Market Price, the Market Price of such shares of Series L Preferred Stock on the day of the event which resulted in the transfer of such shares of Series L Preferred Stock to the Trust) 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 until the Trustee has sold the shares of Series L Preferred Stock held in the Trust pursuant to Section 7(c)(iv). Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the shares of Series L Preferred Stock sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record Transferee and any dividends or other distributions held by the Trustee with respect to such Series L Preferred Stock shall thereupon be paid to the Charitable Beneficiary. (vi) By written notice to the Trustee, the Corporation shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Trust such that the 15 Series L Preferred Stock held in the Trust would not violate the restrictions set forth in Section 7(b)(i) in the hands of such Charitable Beneficiary. (d) Remedies For Breach. If the Board of Directors or a committee thereof or other designees, if permitted by the MGCL, shall at any time determine in good faith that a Transfer or other event has taken place in violation of Section 7(b) of these Articles Supplementary or that a Person intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined without reference to any rules of attribution), Beneficial Ownership or Constructive Ownership of any shares of Series L Preferred Stock of the Corporation in violation of Section 7(b) of these Articles Supplementary, the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall take such action as it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, causing the Corporation to redeem shares of Series L Preferred Stock, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer; provided, however, that any Transfers (or, in the case of events other than a Transfer, ownership or Constructive Ownership or Beneficial Ownership) in violation of Section 7(b)(i) of these Articles Supplementary, shall automatically result in the transfer to a Trust as described in Section 7(b)(ii) and any Transfer in violation of Section 7(b)(iii) shall automatically be void ab initio irrespective of any action (or non-action) by the Board of Directors. (e) Notice of Restricted Transfer. Any Person who acquires or attempts to acquire shares of Series L Preferred Stock in violation of Section 7(b) of these Articles Supplementary, or any Person who is a Purported Beneficial Transferee such that an automatic transfer to a Trust results under Section 7(b)(ii) of these Articles Supplementary, shall immediately give written notice to the Corporation of such event and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer or attempted Transfer on the Corporation's status as a REIT. (f) Owners Required To Provide Information. Prior to the Restriction Termination Date each Person who is a beneficial owner or Beneficial Owner or Constructive Owner of Series L Preferred Stock and each Person (including the shareholder of record) who is holding Series L Preferred Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall provide to the Corporation such information that the Corporation may request, in good faith, in order to determine the Corporation's status as a REIT. (g) Remedies Not Limited. Nothing contained in these Articles Supplementary (but subject to Section 7(l) of these Articles Supplementary) 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 shareholders by preservation of the Corporation's status as a REIT. (h) Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Section 7 of these Articles Supplementary, including any definition contained in Section 7(a), the Board of Directors shall have the power to determine the application of the provisions of this Section 7 with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 7(l) of these Articles Supplementary). In the event Section 7 requires an 16 action by the Board of Directors and these Articles Supplementary fail 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 Section 7. Absent a decision to the contrary by the Board of Directors (which the Board may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 7(b)) acquired Beneficial or Constructive Ownership of Series L Preferred Stock in violation of Section 7(b)(i), such remedies (as applicable) shall apply first to the shares of Series L Preferred Stock which, but for such remedies, would have been actually owned by such Person, and second to shares of Series L Preferred Stock which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such shares of Series L Preferred Stock based upon the relative number of the shares of Series L Preferred Stock held by each such Person. (i) Exceptions. (i) Subject to Section 7(b)(i)(C), the Board of Directors, in its sole discretion, may exempt a Person from the limitation on a Person Beneficially Owning shares of Series L Preferred Stock in violation of Section 7(b)(i)(A) if the Board of Directors obtains any representations and undertakings from such Person as are reasonably necessary in the opinion of the Board of Directors to ascertain that no individual's Beneficial Ownership of such shares of Series L Preferred Stock will violate Section 7(b)(i)(A) or that any such violation will not cause the Corporation to fail to qualify as a REIT under the Code, and that any violation of such representations or undertaking (or other action which is contrary to the restrictions contained in Section 7(b) of these Articles Supplementary) or attempted violation will result in such Series L Preferred Stock being transferred to a Trust in accordance with Section 7(b)(ii) of these Articles Supplementary. (ii) Subject to Section 7(b)(i)(C), the Board of Directors, in its sole discretion, may exempt a Person from the limitation on a Person Constructively Owning Series L Preferred Stock in violation of Section 7(b)(i)(B), if the Corporation obtains any representations and undertakings from such Person as are reasonably necessary in the opinion of the Board of Directors to ascertain that such Person does not and will not own, actually or Constructively, an interest in a tenant of the Corporation (or a tenant of any entity owned in whole or in part by the Corporation) that would cause the Corporation to own, actually or Constructively, more than a 9.8% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant and that any violation or attempted violation will result in such Series L Preferred Stock being transferred to a Trust in accordance with Section 7(b)(ii) of these Articles Supplementary. Notwithstanding the foregoing, the inability of a Person to make the certification described in this Section 7(i)(ii) shall not prevent the Board of Directors, in its sole discretion, from exempting such Person from the limitation on a Person Constructively Owning Series L Preferred Stock in violation of Section 7(b)(i)(B) if the Board of Directors determines that the resulting application of Section 856(d)(2)(B) of the Code would affect the characterization of less than 0.5% of the gross income (as such term is used in Section 856(c)(2) of the Code) of the Corporation in any taxable year, after taking into account the effect of this sentence with respect to all other Series L Preferred Stock to which this sentence applies. 17 (iii) Prior to granting any exception pursuant to Section 7(i)(i) or (ii) of these Articles Supplementary, the Board of Directors may require a ruling from the Internal Revenue Service, or an opinion of counsel, in either case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine or ensure the Corporation's status as a REIT. (j) Legends. Each certificate for Series L Preferred Stock shall bear substantially the following legends: CLASS OF STOCK "THE CORPORATION IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF PREFERRED STOCK BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE CORPORATION WILL FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE CORPORATION'S CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION HAS THE AUTHORITY TO ISSUE AND, IF THE CORPORATION IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE." RESTRICTION ON OWNERSHIP AND TRANSFER "THE SHARES OF SERIES L PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES L PREFERRED STOCK, (i) 18 NO PERSON MAY BENEFICIALLY OWN SHARES OF THE CORPORATION'S SERIES L PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES L PREFERRED STOCK OF THE CORPORATION; (ii) NO PERSON MAY CONSTRUCTIVELY OWN SHARES OF THE CORPORATION'S SERIES L PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES L PREFERRED STOCK OF THE CORPORATION; (iii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION'S SERIES L PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE CORPORATION BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE CORPORATION BEING "CLOSELY HELD" UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (iv) NO PERSON MAY TRANSFER SHARES OF SERIES L PREFERRED STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES L PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES L PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SERIES L PREFERRED STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES L PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN SUCH ARTICLES SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SERIES L PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE." 19 (k) Severability. If any provision of this Section 7 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. (l) NYSE. Nothing in this Section 7 shall preclude the settlement of any transaction entered into through the facilities of the New York Stock Exchange. The shares of Series L Preferred Stock that are the subject of such transaction shall continue to be subject to the provisions of this Section 7 after such settlement. (m) Applicability of Section 7. The provisions set forth in this Section 7 shall apply to the Series L Preferred Stock notwithstanding any contrary provisions of the Series L Preferred Stock provided for elsewhere in these Articles Supplementary. (8) CONVERSION. The Series L Preferred Shares are not convertible into or exchangeable for any other property or securities of the Corporation. (9) NO SINKING FUND. No sinking fund shall be established for the retirement or redemption of Series L Preferred Stock. (10) NO PREEMPTIVE RIGHTS. No holder of the Series L Preferred Stock of the Corporation shall, as such holder, have any preemptive rights to purchase or subscribe for additional shares of stock of the Corporation or any other security of the Corporation which it may issue or sell. FOURTH: The Series L Preferred Shares have been classified and designated by the Board under the authority contained in the Charter. FIFTH: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law. SIXTH: These Articles Supplementary shall be effective at the time the Department accepts these Articles Supplementary for record. SEVENTH: The undersigned Executive Vice President and Chief Financial Officer of the Corporation acknowledges these Articles Supplementary to be the act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Executive Vice President and Chief Financial 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. 20 IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Executive Vice President and Chief Financial Officer and attested to by its Secretary on this 20th day of June, 2003. AMB PROPERTY CORPORATION By: /s/ Michael A. Coke -------------------------------------- Name: Michael A. Coke Title: Executive Vice President and Chief Financial Officer [SEAL] ATTEST: /s/ Tamra D. Browne - ----------------------- Name: Tamra D. Browne Title: Secretary 21 EX-3.17 4 f90997exv3w17.txt EXHIBIT 3.17 Exhibit 3.17 THIRD AMENDED AND RESTATED BYLAWS OF AMB PROPERTY CORPORATION ARTICLE I OFFICES Section 1. The principal executive office of AMB Property Corporation, a Maryland corporation (the "Corporation"), shall be located at such place or places as the board of directors may designate. Section 2. The Corporation may also have offices at such other places as the board of directors may from time to time determine or the business of the Corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders shall be held in the City of San Francisco, State of California, at such place as may be fixed from time to time by the board of directors, or at such other place as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Section 2. An annual meeting of stockholders shall be held during the month of May in each year, on the date and at the time during such month as may be determined from time to time by resolution adopted by the board of directors, at which the stockholders shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting in accordance with these bylaws. To be properly brought before the annual meeting, business must be either (i) specified in the notice of annual meeting (or any supplement or amendment thereto) given by or at the direction of the board of directors, (ii) otherwise brought before the annual meeting by or at the direction of the board of directors, or (iii) otherwise brought before the annual meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than fifty (50) days nor more than seventy-five (75) days prior to the meeting; provided, however, that in the event that less than sixty-five (65) days' notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by a stockholder to be timely must be so received not later than the close of business on the fifteenth (15th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs. A stockholder's notice to the secretary shall set forth (a) as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business, and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder and (ii) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Article II, Section 2. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine that business was not properly brought before the annual meeting in accordance with the provisions of this Article II, Section 2, and if he should so determine, he shall so declare to the annual meeting and any such business not properly brought before the meeting shall not be transacted. Section 3. A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Corporation's charter or by these bylaws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may adjourn the meeting from time to time until a date not more than 120 days after the original record date, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 120 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat. Section 4. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Maryland General Corporation Law ("MGCL") or the rules of any securities exchange on which the Corporation's capital stock is listed or the Corporation's charter or these bylaws a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 5. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him by proxy in any manner permitted by applicable law. All proxies must be filed with the secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Subject to the provisions of the charter of the Corporation, each stockholder shall have one vote 2 for each share of stock having voting power registered in his name on the books of the Corporation on the record date set by the board of directors as provided in Article V, Section 6 hereof. All elections shall be by a plurality vote. Section 6. Special meetings of the stockholders, for any purpose or purposes, unless otherwise proscribed by the charter, may be called at any time by the president, the chairman of the board, or by a majority of the directors, or by a committee of the board of directors which has been duly designated by the board of directors and whose powers and authority, as provided in a resolution of the board of directors or these bylaws, include the power to call such meetings. In addition, a special meeting of the stockholders of the Corporation shall be called by the secretary of the Corporation on the written request of stockholders entitled to cast at least fifty percent (50%) of all votes entitled to be cast at the meeting, except that, in the case of a special meeting called to consider any matter which is substantially the same as a matter voted on at any special meeting for the stockholders held during the preceding twelve (12) months, the secretary of the Corporation shall not be required to call any such special meeting unless requested by stockholders entitled to cast a majority of all of the votes entitled to be cast at the meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Where the Corporation's notice of meeting specifies that directors are to be elected at such special meeting, nominations of persons for election to the board of directors may be made (i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction of the board of directors or (iii) by any committee of persons appointed by the board of directors with authority therefor or by a stockholder as provided in Section 2 of Article III hereof. Section 8. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 90 days before the date of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. Section 9. Notwithstanding any other provision of the charter of the Corporation or these bylaws, Subtitle 7 of Title 3 of the MGCL (as the same may hereafter be amended from time to time) shall not apply to the voting rights of any shares of stock of the Corporation now or hereafter held by any existing or future stockholder of the Corporation (regardless of the identity of such stockholder). 3 ARTICLE III DIRECTORS Section 1. The board of directors shall consist of a minimum of five (5) and a maximum of thirteen (13) directors. The number of directors shall be fixed or changed from time to time, within the minimum and maximum, by the then elected directors, provided that at least a majority of the directors shall be Independent Directors, as defined from time to time by the Listing Standards of the New York Stock Exchange and any other relevant laws, rules and regulations. Until increased or decreased by the directors pursuant to these bylaws, the exact number of directors shall be nine (9). The directors need not be stockholders. Except as provided in Section 2 of this Article III with respect to vacancies, the directors shall be elected as provided in the charter at each annual meeting of the stockholders, and each director elected shall hold office until his successor is elected and qualified or until his death, retirement, resignation or removal. Section 2. (a) Nominations of persons for election to the board of directors of the Corporation at the annual meeting of stockholders may be made (i) pursuant to the Corporation's notice of meeting; (ii) by or at the direction of the board of directors or (iii) by any committee of persons appointed by the board of directors with authority therefor or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Article III, Section 2(a). Such nominations by any stockholder shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 50 days nor more than 75 days prior to the meeting; provided, however, that in the event that less than 65 days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business of the fifteenth (15th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder's notice to the Secretary shall set forth (i) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the person, and (d) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934, as amended; and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. Except as may otherwise be provided in these bylaws or any other agreement relating to the right to designate nominees for election to the board of directors, no person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine that a 4 nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. (b) Except as may otherwise be provided pursuant to Article IV of the Corporation's charter with respect to any rights of holders of preferred stock to elect additional directors and any other requirement in these bylaws or other agreement relating to the right to designate nominees for election to the board of directors, should a vacancy in the board of directors occur or be created (whether arising through death, retirement or resignation), such vacancy shall be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum of the board of directors or, in the case of a vacancy resulting from an increase in the number of directors, by a majority of the entire board of directors. In the case of a vacancy created by the removal of a director, the vacancy shall be filled by the stockholders of the Corporation entitled to elect the director who was removed at the next annual meeting of stockholders or at a special meeting of stockholders called for such purpose, provided, however, that such vacancy may be filled by the affirmative vote of a majority of the remaining directors, subject to approval by the stockholders entitled to elect the director who was removed at the next annual meeting of stockholders or at a special meeting of stockholders called for such purpose. A director so elected to fill a vacancy shall serve for the remainder of the term. Section 3. The property and business of the Corporation shall be managed by or under the direction of its board of directors. In addition to the powers and authorities by these bylaws expressly conferred upon it, the board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Corporation's charter or by these bylaws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation, outside the State of Maryland. Section 5. Regular meetings of the board of directors may be held at such time and place as shall from time to time be determined by resolution of the board, and no additional notice shall be required. Section 6. Special meetings of the board of directors may be called by the President or the Chairman of the board of directors on forty-eight hours' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or the Secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director, in which case special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of the sole director. Section 7. Unless otherwise restricted by the Corporation's charter or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or 5 committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 8. Unless otherwise restricted by the Corporation's charter or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. Section 9. By virtue of resolutions adopted by the Board of Directors prior to or at the time of adoption of these Bylaws and designated irrevocable, any business combination (as defined in Section 3-601(e) of the MGCL) between the Corporation and any of its present or future stockholders, or any affiliates or associates of the Corporation or any present or future stockholder of the Corporation, or any other person or entity or group of persons or entities, is exempt from the provisions of Subtitle 6 of Title 3 of the MGCL entitled "Special Voting Requirements," including, but not limited to, the provisions of Section 3-602 of such Subtitle. The Board of Directors may not revoke, alter or amend such resolution, or otherwise elect to have any business combination of the Corporation be subject to the provisions of Subtitle 6 of Title 3 of the MGCL without the approval of the holders of the issued and outstanding shares of Common Stock of the Corporation by the affirmative vote of a majority of all votes entitled to be cast in respect of such shares of Common Stock. Section 10. Notwithstanding any other provision of these bylaws, all actions which the board of directors may take to approve a transaction between (i) the Corporation, AMB Property, L.P., a Delaware limited partnership (the "Operating Partnership"), or any subsidiary of the Corporation or the Operating Partnership, on the one hand, and (ii) (a) any executive officer or director of the Corporation, the Operating Partnership or any subsidiary of the Corporation or the Operating Partnership, or (b) any limited partner of the Operating Partnership or (c) any affiliate of the foregoing executive officer, director or limited partner (not including the Corporation, the Operating Partnership or any subsidiary of the Corporation or the Operating Partnership), on the other hand, shall require, for valid approval, the approval of a majority of the Independent Directors; provided, however, that this approval requirement shall not apply to arrangements between the Corporation or the Operating Partnership and any executive officer or director acting in the executive officer's or director's position as such, including but not limited to employment agreements and compensation matters. RESIGNATION FROM THE BOARD OF DIRECTORS Section 11. A director may resign at any time upon written notice to the Corporation's board of directors, chairman of the board, president or secretary. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon receipt thereof, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective. 6 COMMITTEES OF DIRECTORS Section 12. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each such committee to consist of not less than the minimum number of directors required for committees of the board of directors under the MGCL. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, and to the maximum extent permitted under the MGCL, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the charter, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution or any other matter requiring the approval of the stockholders of the Corporation, or amending the bylaws of the Corporation; and no such committee shall have the power or authority to authorize or declare a dividend, to authorize the issuance of stock (except that, if the board of directors has given general authorization for the issuance of stock providing for or establishing a method or procedure for determining the maximum number of shares to be issued, a committee of the board of directors may, in accordance with that general authorization or any stock option or other plan or program adopted by the board of directors: authorize or fix the terms of stock subject to classification or reclassification, including the designations and any of the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of such shares; within the limits established by the board of directors, fix the number of any such class or series of stock or authorize the increase or decrease in the number of shares of any series or class; and otherwise establish the terms on which any stock may be issued, including the price and consideration for such stock), or to approve any merger or share exchange, regardless of whether the merger or share exchange requires stockholder approval. Section 13. The Corporation shall from and after the incorporation have the following committees, the specific authority and members of which shall be as designated herein, in such committee's charter or otherwise by resolution of the board of directors: (i) An Executive Committee, which shall have such authority as granted by the board of directors, including the power to acquire, dispose and finance investments for the Corporation (including the issuance by the Operating Partnership, in the Corporation's capacity as the Operating Partnership's general partner, of additional units or other equity interests) and approve the execution of contracts and agreements, including those related to the borrowing of money by the Corporation, and generally exercise all other powers of the board except as prohibited by law; provided, however, that the issuance of additional units or other equity interests of the Operating Partnership, to the extent that such interests are exchangeable into shares of the Corporation's capital stock, may be issued only if the Corporation has reserved for issuance such shares of capital stock issuable upon the exchange of such units or other equity interests. 7 (ii) An Audit Committee, which shall consist solely of Independent Directors and which shall engage the independent public accountants, review with the independent public accountants the plans and results of the audit engagement, approve professional services provided by the independent public accountants, review the independence of the independent public accountants, consider the range of audit and non-audit fees and review the adequacy of the Corporation's internal accounting controls. (iii) A Compensation Committee, which shall consist solely of Independent Directors and which shall determine compensation for the Corporation's executive officers, and will review and make recommendations concerning proposals by management with respect to compensation, bonus, employment agreements and other benefits and policies respecting such matters for the executive officers of the Corporation. (iv) A Nominating and Governance Committee, which shall, among other things, submit nominations for members of the Board of Directors, recommend composition of the committees of the Board of Directors, review the size and composition of the Board of Directors, review guidelines for corporate governance, and conduct annual reviews of the Board of Directors and the Chief Executive Officer. Section 14. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. The presence of a majority of the total membership of any committee shall constitute a quorum for the transaction of business at any meeting of such committee and the act of a majority of those present shall be necessary and sufficient for the taking of any action thereat. COMPENSATION OF DIRECTORS Section 15. Unless otherwise restricted by the charter of the Corporation or these bylaws, the board of directors shall have the authority to fix the compensation of non-employee directors. The non-employee directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. Officers of the Corporation who are also members of the board of directors shall not be paid any director's fees. INDEMNIFICATION Section 16. The Corporation shall indemnify, in the manner and to the maximum 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 that such person while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, partner, member, agent or employee of another corporation, partnership, limited liability company, association, joint venture, trust or other enterprise. To the maximum extent permitted by law, the indemnification provided herein shall include expenses (including attorneys' fees), judgments, fines and amounts 8 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. Neither the amendment nor repeal of this Section 14 of this Article III, nor the adoption or amendment of any other provision of the charter or bylaws of the Corporation inconsistent with this Section, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. The indemnification and reimbursement of expenses provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person against any liability and 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, the charter or bylaws of the Corporation, a vote of stockholders or Independent Directors, or otherwise, both as to action in such person's official capacity as an officer or director and as to action in another capacity, at the request of the Corporation, while acting as an officer or director of the Corporation. ARTICLE IV OFFICERS Section 1. The officers of this Corporation shall be chosen by the board of directors and shall include a president, a vice president, a secretary and a treasurer. The Corporation may also have at the discretion of the board of directors such other officers as are desired, including a chairman of the board, additional vice presidents, a chief executive officer, a chief financial officer, a chief operating officer, one or more managing directors, one or more assistant secretaries and one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IV. In the event there are two or more vice presidents, then one or more may be designated as executive vice president, senior vice president, vice president/acquisitions or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person, unless the charter or these bylaws otherwise provide, except that one individual may not simultaneously hold the office of president and vice president. Section 2. The board of directors, at its first meeting after each annual meeting of stockholders, shall choose the officers of the Corporation. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the Corporation shall be fixed by the board of directors, provided, however, that the compensation of the Corporation's executive officers shall be determined by the Compensation Committee. 9 Section 5. The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the board of directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the board of directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the board of directors. Section 6. Any officer may resign at any time upon written notice to the Corporation's board of directors, chairman of the board, president or secretary. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon receipt thereof, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective. Any such resignation will not prejudice the rights, if any, of the Corporation under any contract to which the officer is a party. CHAIRMAN OF THE BOARD Section 7. The chairman of the board, if such an officer be elected, shall, if present, preside at all meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by the bylaws. If there is no president, the chairman of the board shall in addition be the chief executive officer of the Corporation and shall have the powers and duties prescribed in Section 8 of this Article IV. If there is a president, then in the absence or disability of the president, the chairman of the board shall perform all the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. CHIEF EXECUTIVE OFFICER Section 8. Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the chief executive officer shall, subject to the control of the board of directors, have general supervision, direction and control of the business and officers of the Corporation. He shall have the general powers and duties of management usually vested in the office of chief executive officer of corporations, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws. PRESIDENT Section 9. Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall, subject to the control of the board of directors, have general supervision, direction and control of the business and officers of the Corporation. He shall preside at all meetings of the stockholders and, in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors. He shall have the general powers and duties of management usually vested in the office of president of corporations, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws. 10 CHIEF OPERATING OFFICER Section 10. Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, chief executive officer or the president, if there be such an officer, the chief operating officer shall, subject to the control of the board of directors, have the supervision, direction and control of the day to day operations of the Corporation. He shall have the general powers and duties of management usually vested in the office of chief operating officer of corporations, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws. VICE PRESIDENTS Section 11. In the absence or disability of the president, and in the absence or disability of the chairman of the board, the vice presidents, in order of their rank as fixed by the board of directors, or if not ranked, the vice president designated by the board of directors, shall perform all the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall have such other duties as from time to time may be prescribed by the board of directors or these bylaws. SECRETARY AND ASSISTANT SECRETARY Section 12. The secretary shall attend all sessions of the board of directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the board of directors. He shall give, or cause to be given, notice of all meetings of the stockholders and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or the bylaws. He shall keep in safe custody the seal of the Corporation, and when authorized by the board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. Section 13. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, or if there be no such determination, the assistant secretary designated by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. CHIEF FINANCIAL OFFICER, TREASURER AND ASSISTANT TREASURERS Section 14. The chief financial officer of the Corporation shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the board of directors. He shall disburse the funds of the Corporation as may be 11 ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as chief financial officer and of the financial condition of the Corporation. If required by the board of directors, he shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the board of directors, for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. If no other person then be appointed to the position of treasurer of the Corporation, the person holding the office of chief financial officer shall also be the treasurer of the Corporation. Section 15. The treasurer or assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, or if there be no such determination, the treasurer or assistant treasurer designated by the board of directors, shall, in the absence or disability of the chief financial officer, perform the duties and exercise the powers of the chief financial officer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE V CERTIFICATES OF STOCK Section 1. Every holder of stock of the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the chairman of the board of directors, or the president or a vice president, and countersigned by the secretary or an assistant secretary, or the treasurer or an assistant treasurer of the Corporation, certifying the number of shares of capital stock represented by the certificate owned by such stockholder in the Corporation. Section 2. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Such certificates need not be sealed with the corporate seal of the Corporation. Section 3. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of capital stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the 12 qualifications, limitations or restrictions of such preferences and/or rights. In addition, in the event that any stock issued by the Corporation is subject to a restriction on its transferability, the stock certificate shall on its face or back contain a full statement of the restriction or state that the Corporation will furnish information about the restriction to the stockholder on request and without charge. LOST, STOLEN OR DESTROYED CERTIFICATES Section 4. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFERS OF STOCK Section 5. Upon surrender to the Corporation, or the transfer agent of the Corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books, subject, however, to the Ownership Limit (as defined in the charter of the Corporation) and other restrictions on transferability applicable thereto from time to time. FIXING RECORD DATE Section 6. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix a record date which shall not be more than 90 nor less than 10 days before the date of such meeting, nor more than 90 days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. A meeting of stockholders convened on the date for which it was called may be adjourned from time to time without further notice to a date not more than 120 days after the original record date. 13 REGISTERED STOCKHOLDERS Section 7. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Maryland. ARTICLE VI GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the Corporation, subject to the provisions of the Corporation's charter, if any, may be authorized and declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Corporation's charter and the MGCL. Section 2. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve. CHECKS Section 3. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the board of directors may from time to time designate. FISCAL YEAR Section 4. The fiscal year of the Corporation shall be fixed by resolution of the board of directors. SEAL Section 5. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Maryland." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. 14 NOTICES Section 6. Whenever, under the provisions of the MGCL or of the charter of the Corporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, telecopy or cable. Section 7. Whenever any notice is required to be given under the provisions of the MGCL or of the charter of the Corporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ANNUAL STATEMENT Section 8. The board of directors may present at each annual meeting of stockholders, and when called for by vote of the stockholders shall present to any annual or special meeting of the stockholders, a full and clear statement of the business and condition of the Corporation. ARTICLE VII AMENDMENTS Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the vote of a majority of the board of directors or by the affirmative vote of a majority of all votes entitled to be cast by the holders of the issued and outstanding shares of Common Stock of the Corporation. Notwithstanding anything to the contrary herein, this Section 1 of Article VII, Section 9 of Article III and Section 10 of Article II hereof may not be altered, amended or repealed except by the affirmative vote of a majority of all votes entitled to be cast by the holders of the issued and outstanding shares of Common Stock of the Corporation. Section 2. Notwithstanding anything to the contrary herein, this Section 2 of Article VII, Section 10 of Article III and Section 9 of Article II hereof may not be altered, amended or repealed except by the affirmative vote of a majority of all votes entitled to be cast by the holders of the issued and outstanding shares of Common Stock of the Corporation. 15 The undersigned, Secretary of AMB Property Corporation, a Maryland corporation (the "Corporation"), hereby certifies that the foregoing is a full, true and correct copy of the Third Amended and Restated Bylaws of the Corporation with all amendments to the date of this Certificate. WITNESS the signature of the undersigned and the seal of the Corporation this 15th day of May, 2003. /s/ Tamra D. Browne ---------------------------- Tamra D. Browne Secretary S-1 EX-4.3 5 f90997exv4w3.txt EXHIBIT 4.3 . . . Exhibit 4.3 NUMBER SHARES *0* *0* AMB PROPERTY CORPORATION SEE REVERSE FOR IMPORTANT THIS CERTIFICATE IS INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND NOTICE TRANSFERABLE IN ON TRANSFER RESTRICTIONS BOSTON, MA OR NEW YORK, NY AND OTHER INFORMATION CUSIP 00163T 30 7 THIS CERTIFIES THAT **Specimen** IS THE OWNER OF **Zero (0)** FULLY PAID AND NONASSESSABLE SHARES OF THE 6-1/2% SERIES L CUMULATIVE REDEEMABLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, OF AMB PROPERTY CORPORATION (the "Corporation") transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be paid subject to all of the provisions of the charter of the Corporation (the "Charter") and the Bylaws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by its duly authorized officers. DATED June 23, 2003 ------------------------ Countersigned and Registered: EquiServe, Inc. Transfer Agent and Registrar /s/ W. Blake Baird (SEAL) - ------------------------------------------------ President By: --------------------------------------------- Authorized Signature /s/ Tamra D. Browne - ------------------------------------------------ Secretary AMB PROPERTY CORPORATION CLASSES OF STOCK THE CORPORATION IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF PREFERRED STOCK BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE CORPORATION WILL FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE CORPORATION'S CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION HAS THE AUTHORITY TO ISSUE AND, IF THE CORPORATION IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. RESTRICTIONS ON OWNERSHIP AND TRANSFER IF THIS CERTIFICATE REPRESENTS SHARES OF PREFERRED STOCK, THE FOLLOWING RESTRICTIONS SHALL APPLY: THE SHARES OF SERIES L PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES L PREFERRED STOCK (I) NO PERSON MAY BENEFICIALLY OWN SHARES OF THE CORPORATION'S SERIES L PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES L PREFERRED STOCK OF THE CORPORATION; (II) NO PERSON MAY CONSTRUCTIVELY OWN SHARES OF THE CORPORATION'S SERIES L PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES L PREFERRED STOCK OF THE CORPORATION; (III) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION'S SERIES L PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE CORPORATION BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE CORPORATION BEING "CLOSELY HELD" UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (IV) NO PERSON MAY TRANSFER SHARES OF SERIES L PREFERRED STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES L PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES L PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SERIES L PREFERRED STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES L PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN SUCH ARTICLES SUPPLEMENTARY. AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP WILL BE FURNISHED TO EACH HOLDER OF SERIES L PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. IF THE CERTIFICATE REPRESENTS SHARES OF COMMON STOCK, THE FOLLOWING RESTRICTIONS SHALL APPLY: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION'S CHARTER, (I) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION'S COMMON STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON STOCK OF THE CORPORATION; (II) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK THAT WOULD RESULT IN THE CORPORATION BEING "CLOSELY HELD" UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (III) NO PERSON MAY TRANSFER SHARES OF COMMON STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SHARES OF COMMON STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE CHARTER OF THE CORPORATION SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE CHARTER OF THE CORPORATION AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SHARES OF COMMON STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT Custodian -------------------- TEN ENT - as tenants by the entireties (Custodian) (Minor) under Uniform Gifts to Minors Act of JT TEN - as joint tenants with right of survivorship and not as tenants ------------------------------------------------- in common (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, DOES HEREBY SELL, ASSIGN AND TRANSFER UNTO --------------- PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [ ] - -------------------------------------------------------------------------------- (Please Print or Typewrite Name and Address, Including Zip Code, of Assignee) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- of the 6 1/2% Series L Cumulative Redeemable Preferred Stock represented by the within Certificate and does hereby irrevocably constitute and appoint - -------------------------------------------------------------------------------- to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated ------------------------ X ----------------------------------------- X ----------------------------------------- NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAMES AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed By -------------------------------------- THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. -----END PRIVACY-ENHANCED MESSAGE-----

EX-3.16

                                                                    EXHIBIT 3.16


                            AMB PROPERTY CORPORATION

                             ARTICLES SUPPLEMENTARY

                     ESTABLISHING AND FIXING THE RIGHTS AND
                                 PREFERENCES OF
              6 1/2% SERIES L CUMULATIVE REDEEMABLE PREFERRED STOCK

      AMB Property Corporation, a corporation organized and existing under the
laws of the State of Maryland (the "Corporation"), certifies to the State
Department of Assessments and Taxation of Maryland (the "Department") that:

      FIRST: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation (sometimes referred to herein as the "Board") by
Article IV of the charter (the "Charter") of the Corporation and Section 2-105
of the Maryland General Corporation Law, the Board of Directors of the
Corporation, on May 15, 2003, adopted resolutions authorizing the Corporation,
among other things, to issue up to a stated maximum number of shares of
preferred stock, par value $.01 per share (the "Preferred Stock"), of the
Corporation, having a stated maximum aggregate liquidation preference and
dividend rate and certain other stated terms applicable to the issuance thereof,
and appointing, pursuant to the MGCL and the powers contained in the Bylaws of
the Corporation, a committee (the "Committee") of the Board of Directors
comprised of W. Blake Baird and delegating to the Committee, to the fullest
extent permitted by Maryland law and the Charter and Bylaws of the Corporation,
all powers of the Board of Directors with respect to classifying, authorizing,
approving, ratifying and/or confirming the terms of the Preferred Stock to be
issued, including, without limitation, the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption, and
determining the consideration per share to be received in respect of the
issuance and sale of each share of Preferred Stock to be issued and sold, and
the number of shares of Preferred Stock to be so classified or reclassified and
issued by the Corporation, subject to the limitations set forth in the
resolutions of the Board of Directors adopted on May 15, 2003.

      SECOND: Pursuant to the authority conferred upon the Committee as
aforesaid, the Committee has on June 18, 2003, adopted resolutions classifying
and designating as a separate class of Preferred Stock the 6 1/2% Series L
Cumulative Redeemable Preferred Stock, with the preferences, conversions and
other rights, voting powers, restrictions, limitations as to distributions,
qualifications and terms and conditions of redemption and other terms and
conditions of such 6 1/2% Series L Cumulative Redeemable Preferred Stock (within
the limitations set by the Board of Directors in the resolutions adopted on May
15, 2003 and referred to in Article First of these Articles Supplementary) and
establishing 2,300,000 as the number of shares to be so classified and
designated, and authorizing the issuance of up to 2,300,000 shares of 6 1/2%
Series L Cumulative Redeemable Preferred Stock.

      THIRD: The separate class of Preferred Stock of the Corporation created by
the resolutions duly adopted by the Board of Directors of the Corporation and by
the Committee and referred to in Articles First and Second of these Articles
Supplementary shall have the designation, number of shares, preferences,
conversion and other rights, voting powers, restrictions and limitations as to
dividends, qualifications, terms and conditions of redemption and other terms
and conditions as follows (and which, upon any restatement of the Charter, may
be made a part of Article IV thereof, with any necessary or appropriate changes
to the numeration or lettering of the sections or subsections hereof):

      (1) DESIGNATION AND NUMBER. A class of Preferred Stock, designated the
"6 1/2% Series L Cumulative Redeemable Preferred Stock" (the "Series L Preferred
Stock"), is hereby established. The number of shares of Series L Preferred Stock
shall be 2,300,000 (the "Series L Preferred Shares").

      (2) RANK. The Series L Preferred Shares will rank, with respect to
dividend rights and rights upon voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, (a) senior to all classes or
series of Common Stock (as defined in the Charter) and to all equity securities
of the Corporation the terms of which provide that such equity securities shall
rank junior to such Series L Preferred Shares; (b) on a parity with all equity
securities issued by the Corporation (including the Series A Preferred Stock,
Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock,
Series F Preferred Stock, Series H Preferred Stock, Series I Preferred Stock,
Series J Preferred Stock and Series K Preferred Stock) other than those referred
to in clauses (a) and (c) of this Section 2 (it being the intent of the
Corporation that the Series L Preferred Stock be on a parity with the Series A
Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E
Preferred Stock, Series F Preferred Stock, Series H Preferred Stock, Series I
Preferred Stock, Series J Preferred Stock and Series K Preferred Stock with
respect to dividend rights and rights upon voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, notwithstanding any provision
contained in these Articles Supplementary, which, if given effect, would make
the Series L Preferred Stock not in parity with the Series A Preferred Stock,
Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock,
Series F Preferred Stock, Series H Preferred Stock, Series I Preferred Stock,
Series J Preferred Stock and Series K Preferred Stock; and any such provision
contained in these Articles Supplementary shall be of no force or effect); and
(c) junior to all equity securities issued by the Corporation which rank senior
to the Series L Preferred Shares in accordance with Section 6(d). The term
"equity securities" does not include convertible debt securities.

      (3) DIVIDENDS.

      (a) Holders of Series L Preferred Shares shall be entitled to receive, if,
when and as authorized by the Board, out of funds legally available for the
payment of dividends, cumulative preferential cash dividends at the rate of
6 1/2% of the $25.00 liquidation preference per annum (equivalent to $1.625 per
annum per share). Such dividends shall accumulate on a daily basis computed on
the basis of a 360-day year consisting of twelve 30-day months and be cumulative
from June 23, 2003 and shall be payable quarterly (such quarterly periods for
purposes of payment and accrual will be the quarterly periods ending on the
dates specified in this sentence and not calendar year quarters) in equal
amounts in arrears on the 15th day of each January,


                                       2

April, July and October, or, if not a business day, the next succeeding business
day, commencing July 15, 2003 (each a "Dividend Payment Date"). Dividends shall
be payable to holders of record as they appear in the share records of the
Corporation at the close of business on the applicable record date (each, a
"Dividend Record Date"), which shall be the date designated by the Board for the
payment of dividends that is not more than 30 nor less than 10 days prior to the
applicable payment date therefor. Any dividend payable on the Series L Preferred
Shares for any partial dividend period shall be prorated and computed on the
basis of a 360-day year consisting of twelve 30-day months. If any date on which
distributions are to be made on the Series L Preferred Stock is not a business
day, then payment of the distribution to be made on such date will be made on
the next succeeding day that is a business day (and without any interest or
other payment in respect of any such delay) except that, if such business day is
in the next succeeding calendar year, such payment shall be made on the
immediately preceding business day, in each case with the same force and effect
as if made on such date. Notwithstanding any provision to the contrary contained
herein, each outstanding share of Series L Preferred Stock shall be entitled to
receive, and shall receive, a dividend with respect to any Dividend Record Date
equal to the dividend paid with respect to each other share of Series L
Preferred Stock which is outstanding on such date which shall be equal to the
greatest dividend per share payable on any such share on such date. Accordingly,
notwithstanding anything to the contrary set forth herein, each share of Series
L Preferred Stock issued and outstanding on the record date for the first
dividend payment on the Series L Preferred Stock following the initial issuance
of shares of Series L Preferred Stock on June 23, 2003, shall accrue dividends
from the earliest date on which any shares of the Series L Preferred Stock were
issued (June 23, 2003), and shall receive the same dividend payment regardless
of the date on which such share was actually issued.

      (b) No dividend on the Series L Preferred Shares shall be authorized by
the Board or be paid or set apart for payment by the Corporation at such time as
the terms and provisions of any agreement of the Corporation, including any
agreement relating to its indebtedness, prohibits such authorization, payment or
setting apart for payment or provides that such authorization, payment or
setting apart for payment would constitute a breach thereof, or a default
thereunder, or if such authorization or payment shall be restricted or
prohibited by law.

      (c) Notwithstanding anything to the contrary contained herein, dividends
on the Series L Preferred Shares shall accumulate whether or not restrictions
exist in respect thereof, whether or not there are funds legally available for
the payment thereof and whether or not such dividends are declared. Accumulated
but unpaid dividends on the Series L Preferred Shares will accumulate as of the
Dividend Payment Date on which they first become payable or on the date of
redemption, as the case may be.

      (d) If any Series L Preferred Shares are outstanding, no full dividends
will be declared or paid or set apart for payment on any other equity securities
of the Corporation of any other class or series ranking, as to distributions or
upon voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, on a parity with or junior to the Series L Preferred Shares unless
full cumulative dividends have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof set apart for such
payment on the Series L Preferred Shares for all dividend periods. When
dividends are not paid in full (or a sum sufficient for such full payment is not
so set apart) upon the Series L Preferred Shares and any


                                       3

other equity securities ranking as to dividends on a parity with the Series L
Preferred Shares (including the Series A Preferred Stock, Series B Preferred
Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred
Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred
Stock and Series K Preferred Stock), all dividends declared upon the Series L
Preferred Shares and any other equity securities of the Corporation ranking on a
parity with the Series L Preferred Shares as to dividends and upon voluntary or
involuntary liquidation, dissolution or winding up of the Corporation shall be
declared pro rata so that the amount of dividends declared per Series L
Preferred Share and each such other equity securities shall in all cases bear to
each other the same ratio that accumulated dividends per Series L Preferred
Share and such other equity securities (which shall not include any accumulation
in respect of unpaid dividends for prior dividend periods if such other equity
securities do not have a cumulative dividend) bear to each other. No interest,
or sum of money in lieu of interest, shall be payable in respect of any dividend
payment or payments on Series L Preferred Shares which may be in arrears.

      (e) Except as provided in the immediately preceding paragraph, unless full
cumulative dividends on the Series L Preferred Shares have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for payment for all dividend periods, no dividends
(other than in Common Stock or other equity securities of the Corporation
ranking junior to the Series L Preferred Shares as to dividends and upon
voluntary or involuntary liquidation, dissolution and winding up of the
Corporation) shall be declared or paid or set aside for payment nor shall any
other dividend be declared or made upon the Common Stock or any other equity
securities of the Corporation ranking as to dividends or upon voluntary or
involuntary liquidation, dissolution or winding up of the Corporation junior to
or on a parity with the Series L Preferred Stock, nor shall any Common Stock or
any other equity securities of the Corporation ranking junior to or on a parity
with the Series L Preferred Stock as to dividends or upon voluntary or
involuntary liquidation, dissolution or winding up of the Corporation be
redeemed, purchased or otherwise acquired for any consideration (or any monies
be paid to or made available for a sinking fund for the redemption of any such
securities) by the Corporation (except by conversion into or exchange for other
equity securities of the Corporation ranking junior to the Series L Preferred
Stock as to dividends and upon voluntary or involuntary liquidation, dissolution
and winding up of the Corporation, and except pursuant to Section 7 of this
Article Third to ensure the Corporation's continued status as a real estate
investment trust (a "REIT") for federal income tax purposes or comparable
Charter provisions with respect to other classes or series of the Corporation's
stock).

      (f) Accumulated but unpaid dividends on the Series L Preferred Shares will
not bear interest and holders of Series L Preferred Shares shall not be entitled
to any dividend in excess of full cumulative dividends as described above. Any
dividend payment made on the Series L Preferred Shares shall first be credited
against the earliest accumulated but unpaid dividend due with respect to such
shares which remains payable.

      (g) If, for any taxable year, the Corporation elects to designate as a
"capital gain dividend" (as defined in Section 857 of the Code (as defined in
Section 7(a) of this Article Third)), any portion (the "Capital Gains Amount")
of the dividends paid or made available for the year to holders of any class or
series of stock of the Corporation, the portion of the Capital


                                       4

Gains Amount that shall be allocable to holders of the Series L Preferred Stock
shall be the amount that the total dividends (as determined for federal income
tax purposes) paid or made available to the holders of the Series L Preferred
Stock for the year bears to the aggregate amount of dividends (as determined for
federal income tax purposes) paid or made available to the holders of all
classes or series of stock of the Corporation for such year.

      (4) LIQUIDATION PREFERENCE.

      (a) In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the holders of Series L Preferred Shares then
outstanding shall be entitled to receive out of the assets of the Corporation
legally available for distribution to its stockholders remaining after payment
or provision for payment of all debts and liabilities of the Corporation, a
liquidation preference in cash of $25.00 per share, plus an amount equal to any
accumulated and unpaid dividends to the date of such payment, before any
distribution of assets is made to holders of Common Stock or any other equity
securities of the Corporation that rank junior to the Series L Preferred Shares
as to liquidation rights.

      (b) If, upon any such voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets of the Corporation are insufficient to
make full payment to holders of Series L Preferred Shares and the corresponding
amounts payable on all shares of other classes or series of equity securities of
the Corporation ranking on a parity with the Series L Preferred Shares as to
liquidation rights (including the Series A Preferred Stock, Series B Preferred
Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred
Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred
Stock and Series K Preferred Stock), then the holders of the Series L Preferred
Shares and all other such classes or series of equity securities shall share
ratably in any such distribution of assets in proportion to the full liquidating
distributions to which they would otherwise be respectively entitled.

      (c) Written notice of any such liquidation, dissolution or winding up of
the Corporation, stating the payment date or dates when, and the place or places
where, the amounts distributable in such circumstances shall be payable, shall
be given by first class mail, postage pre-paid, not less than 30 nor more than
60 days prior to the payment date stated therein, to each record holder of the
Series L Preferred Shares at the respective addresses of such holders as the
same shall appear on the stock transfer records of the Corporation.

      (d) After payment of the full amount of the liquidating distributions to
which they are entitled, the holders of Series L Preferred Shares will have no
right or claim to any of the remaining assets of the Corporation.

      (e) The consolidation or merger of the Corporation with or into another
entity, a merger of another entity with or into the Corporation, a statutory
share exchange by the Corporation or a sale, lease, transfer or conveyance of
all or substantially all of the Corporation's property or business shall not be
deemed to constitute a liquidation, dissolution or winding up of the
Corporation.



                                       5

      (f) In determining whether a distribution (other than upon voluntary or
involuntary liquidation, dissolution or winding up of the Corporation) by
dividend, redemption or other acquisition of shares of stock of the Corporation
or otherwise is permitted under the MGCL, no effect shall be given to amounts
that would be needed, if the Corporation were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of holders of
the Series L Preferred Shares whose preferential rights upon dissolution are
superior to those receiving the distribution.

      (5) OPTIONAL REDEMPTION.

      (a) The Series L Preferred Shares are not redeemable prior to June 23,
2008. To ensure that the Corporation remains a qualified REIT for federal income
tax purposes, however, the Series L Preferred Shares shall be subject to the
provisions of Section 7 of this Article Third pursuant to which Series L
Preferred Shares owned by a stockholder in excess of the Ownership Limit (as
defined in Section 7 of this Article Third) or certain other limitations shall
automatically be transferred to a Trust for the benefit of a Charitable
Beneficiary (as defined in Section 7 of this Article Third) and the Corporation
shall have the right to purchase such shares, as provided in Section 7 of this
Article Third. On and after June 23, 2008, the Corporation, at its option, upon
giving notice as provided below, may redeem the Series L Preferred Shares, in
whole or from time to time in part, for cash, at a redemption price of $25.00
per share, plus all accumulated and unpaid dividends on such Series L Preferred
Shares to the date fixed for redemption.

      (b) If fewer than all of the outstanding Series L Preferred Shares are to
be redeemed, the shares to be redeemed shall be selected pro rata (as nearly as
practicable without creating fractional shares) or by lot or by any other
equitable method determined by the Corporation. If such redemption is to be by
lot and, as a result of such redemption, any holder of Series L Preferred Shares
would become a holder of a number of Series L Preferred Shares in excess of the
Ownership Limit (or other limitations set forth in Section 7 of this Article
Third) because such holder's Series L Preferred Shares were not redeemed, or
were only redeemed in part, then, except as otherwise provided in the Charter,
the Corporation will redeem the requisite number of Series L Preferred Shares of
such holder such that no holder will hold in excess of the Ownership Limit (or
such other limits) subsequent to such redemption.

      (c) Notwithstanding anything to the contrary contained herein, unless full
cumulative dividends on all Series L Preferred Shares shall have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for payment for all past dividend periods and the then
current dividend period, no Series L Preferred Shares shall be redeemed unless
all outstanding Series L Preferred Shares are simultaneously redeemed; provided,
however, that the foregoing shall not prevent the purchase by the Corporation of
Series L Preferred Shares pursuant to Section 7 of this Article Third or
otherwise in order to ensure that the Corporation remains qualified as a REIT
for federal or state income tax purposes or the purchase or acquisition of
Series L Preferred Shares pursuant to a purchase or exchange offer made on the
same terms to holders of all outstanding Series L Preferred Shares. In addition,
unless full cumulative dividends on all outstanding Series L Preferred Shares
have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment


                                       6

thereof set apart for payment for all dividend periods, the Corporation shall
not purchase or otherwise acquire directly or indirectly any Series L Preferred
Shares or any equity securities of the Corporation ranking junior to or on a
parity with the Series L Preferred Shares as to dividends or upon voluntary or
involuntary liquidation, dissolution or winding up of the Corporation (including
the Series A Preferred Stock, Series B Preferred Stock, Series D Preferred
Stock, Series E Preferred Stock, Series F Preferred Stock, Series H Preferred
Stock, Series I Preferred Stock, Series J Preferred Stock and Series K Preferred
Stock) (except by conversion into or exchange for equity securities of the
Corporation ranking junior to the Series L Preferred Shares as to dividends and
upon voluntary or involuntary liquidation, dissolution or winding up of the
Corporation and except pursuant to Section 7 of this Article Third or comparable
Charter provisions with respect to other classes or series of the Corporation's
stock).

      (d) The holders of shares of Series L Preferred Stock at the close of
business on a Dividend Record Date will be entitled to receive the dividend
payable with respect to the shares of Series L Preferred Stock held on the
corresponding Dividend Payment Date notwithstanding the redemption thereof
between such Dividend Record Date and the corresponding Dividend Payment Date or
the Corporation's default in the payment of the dividend due. Except as provided
herein, the Corporation will make no payment or allowance for unpaid dividends,
whether or not in arrears, on Series L Preferred Shares to be redeemed.

      (e) The following provisions set forth the procedures for Redemption:

            (i) Notice of redemption will be given by publication in a newspaper
of general circulation in the City of New York, such publication to be made once
a week for two successive weeks commencing not less than 30 nor more than 60
days, prior to the redemption date. A similar notice will be mailed by the
Corporation, postage prepaid, not less than 30 nor more than 60 days, prior to
the redemption date, addressed to the respective holders of record of the Series
L Preferred Shares to be redeemed at their respective addresses as they appear
on the share records of the Corporation. No failure to give such notice or any
defect therein or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any Series L Preferred Shares except as to the
holder to whom notice was defective or not given.

            (ii) In addition to any information required by law or by the
applicable rules of any exchange upon which the Series L Preferred Shares may be
listed or admitted to trading, such notice shall state: (A) the redemption date;
(B) the redemption price; (C) the number of Series L Preferred Shares to be
redeemed; (D) the place or places where the certificates evidencing shares of
Series L Preferred Shares are to be surrendered for payment of the redemption
price; and (E) that dividends on the Series L Preferred Shares to be redeemed
will cease to accumulate on such redemption date. If fewer than all of the
Series L Preferred Shares held by any holder are to be redeemed, the notice
mailed to such holder shall also specify the number of Series L Preferred Shares
to be redeemed from such holder.

            (iii) On or after the redemption date, each holder of Series L
Preferred Shares to be redeemed shall present and surrender the certificates
representing such holder's Series L Preferred Shares to the Corporation at the
place designated in the notice of redemption and shall be entitled to the
redemption price and any accumulated and unpaid dividends payable upon such


                                       7

redemption upon such surrender and thereupon the redemption price of such shares
(including all accumulated and unpaid dividends up to the redemption date) shall
be paid to or on the order of the person whose name appears on such certificate
representing Series L Preferred Shares as the owner thereof and each surrendered
certificate shall be canceled. If fewer than all the shares represented by any
such certificate representing Series L Preferred Shares are to be redeemed, a
new certificate shall be issued representing the unredeemed shares.

            (iv) If notice of redemption of any Series L Preferred Shares has
been given and if the funds necessary for such redemption have been set aside by
the Corporation in trust for the benefit of the holders thereof, then from and
after the redemption date all dividends on such Series L Preferred Shares shall
cease to accumulate and any such Series L Preferred Shares will no longer be
deemed outstanding and all rights of the holders thereof will terminate, except
the right to receive the redemption price (including all accumulated and unpaid
dividends up to the redemption date) and such shares shall not thereafter be
transferred (except with the consent of the Corporation) on the Corporation's
stock transfer records. At its election, the Corporation, prior to a redemption
date, may irrevocably deposit the redemption price (including accumulated and
unpaid dividends to the redemption date) of the Series L Preferred Shares so
called for redemption in trust for the holders thereof with a bank or trust
company, in which case the redemption notice to holders of the Series L
Preferred Shares to be redeemed shall (A) state the date of such deposit, (B)
specify the office of such bank or trust company as the place of payment of the
redemption price and (C) require such holders to surrender the certificates
representing such shares at such place on or about the date fixed in such
redemption notice (which may not be later than the redemption date) against
payment of the redemption price (including all accumulated and unpaid dividends
to the redemption date). Any monies so deposited which remain unclaimed by the
holders of the Series L Preferred Shares at the end of two years after the
redemption date shall be returned by such bank or trust company to the
Corporation.

      (f) Any Series L Preferred Shares that shall at any time have been
redeemed shall, after such redemption, have the status of authorized but
unissued Preferred Stock, without further designation as to series or class
until such shares are once more designated as part of a particular series or
class by the Board.

      (6) VOTING RIGHTS.

      (a) Holders of the Series L Preferred Shares will not have any voting
rights, except as set forth below.

      (b) (i) Whenever dividends on any Series L Preferred Shares shall remain
unpaid for six or more quarterly periods (whether or not consecutive) (a
"Preferred Dividend Default"), the holders of such Series L Preferred Shares
(voting as a single class with all other equity securities of the Corporation
ranking on a parity with the Series L Preferred Shares as to dividends and upon
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation upon which like voting rights have been conferred and are
exercisable, including the Series A Preferred Stock, Series B Preferred Stock,
Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock,
Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and
Series K Preferred Stock ("Parity Preferred Stock")) will be entitled to vote
for the


                                       8

election of two additional directors of the Corporation (the "Preferred Stock
Directors"), who will be elected by a plurality of the votes cast in such
election for a one-year term and until their successors are duly elected and
shall qualify (or until such director's right to hold such office terminates as
provided herein, whichever occurs earlier, subject to such director's earlier
death, disqualification, resignation or removal), at a special meeting called by
or at the request of the holders of at least 20% of the outstanding Series L
Preferred Shares or the holders of shares of any other class or series of Parity
Preferred Stock with respect to which dividends are so unpaid (unless such
request is received less than 90 days before the date fixed for the next annual
or special meeting of stockholders) or, if the request for a special meeting is
received by the Corporation less than 90 days before the date fixed for the next
annual or special meeting of stockholders, at the next annual or special meeting
of stockholders, and at each subsequent annual meeting until all dividends
accumulated on the Series L Preferred Shares for all past dividend periods and
the dividend for the then current dividend period shall have been fully paid or
declared and a sum sufficient for the payment thereof set aside for payment in
full.

            (ii) At any time when the voting rights described in Section 6(b)(i)
above shall have vested, a proper officer of the Corporation shall call or cause
to be called, a special meeting of the holders of Series L Preferred Stock and
all the series of Parity Preferred Stock upon which like voting rights have been
conferred and are exercisable (collectively, the "Parity Securities") by mailing
or causing to be mailed to such holders a notice of such special meeting to be
held not less than ten and not more than 45 days after the date such notice is
given. The record date for determining holders of the Parity Securities entitled
to notice of and to vote at such special meeting will be the close of business
on the third business day preceding the day on which such notice is mailed. At
any such special meeting, all of the holders of the Parity Securities, by
plurality vote, voting together as a single class without regard to series will
be entitled to elect two directors on the basis of one vote per $25.00 of
liquidation preference to which such Parity Securities are entitled by their
terms (excluding amounts in respect of accumulated and unpaid dividends) and not
cumulatively. Notice of all meetings at which holders of the Series L Preferred
Stock shall be entitled to vote will be given to such holders at their addresses
as they appear in the transfer records. If a Preferred Dividend Default shall
terminate after the notice of a special meeting has been given but before such
special meeting has been held, the Corporation shall, as soon as practicable
after such termination, mail or cause to be mailed notice of such termination to
holders of the Series L Preferred Stock that would have been entitled to vote at
such special meeting.

      (c) If and when all accumulated dividends and the dividend for the then
current dividend period on the Series L Preferred Shares shall have been paid in
full or declared by the Corporation and set aside for payment in full, the
holders of Series L Preferred Shares shall be divested of the voting rights set
forth in Section 6(b) hereof (subject to revesting in the event of each and
every Preferred Dividend Default) and, if all accumulated dividends and the
dividend for the then current dividend period have been paid in full or declared
by the Corporation and set aside for payment in full on all other classes or
series of Parity Preferred Stock upon which like voting rights have been
conferred and are exercisable, the term of office of each Preferred Stock
Director so elected shall forthwith terminate. Any Preferred Stock Director
elected by the holders of Series L Preferred Shares and any other such Parity
Preferred Stock may be removed at any time with or without cause by the vote of,
and shall not be removed otherwise than by the


                                       9

vote of, the holders of a majority of the outstanding Series L Preferred Shares
when they only have the voting rights set forth, or like those set forth, in
Section 6(b) hereof and by the majority vote of the Series L Preferred Shares
and all other classes or series of Parity Preferred Stock upon which like voting
rights have been conferred and are exercisable (voting as a single class) when
the Series L Preferred Shares and such Parity Preferred Stock is entitled to
vote thereon. So long as a Preferred Dividend Default shall continue, any
vacancy in the office of a Preferred Stock Director so elected may be filled by
written consent of the Preferred Stock Director so elected remaining in office,
or if none remains in office, by a vote of the holders of a majority of the
outstanding Series L Preferred Shares when they only have the voting rights set
forth, or like those set forth, in Section 6(b) and by the majority vote of the
Series L Preferred Shares and other classes or series of Parity Preferred Stock
upon which like voting rights have been conferred and are exercisable (voting as
a single class) when the Series L Preferred Shares and such Parity Preferred
Stock is entitled to vote thereon.

      (d) So long as any Series L Preferred Stock remains outstanding, the
Corporation shall not, without the affirmative vote or consent of the holders of
at least two-thirds of the Series L Preferred Stock outstanding at the time,
given in person or by proxy, either in writing or at a meeting (such Series L
Preferred Stock voting separately as a class), (i) authorize or create, or
increase the authorized or issued amount of, any class or series of shares
ranking senior to the Series L Preferred Stock with respect to payment of
dividends or the distribution of assets upon voluntary or involuntary
liquidation, dissolution or winding up of the Corporation or reclassify any
authorized shares of the Corporation into any such shares, or create, authorize
or issue any obligation or security convertible into exchangeable or exercisable
for, or evidencing the right to purchase any such shares; or (ii) amend, alter
or repeal the provisions of the Charter (including these Articles
Supplementary), whether by merger or consolidation (each and "Event") or
otherwise, so as to materially and adversely affect any right, preference,
privilege or voting power of the Series L Preferred Stock or the holders
thereof; provided, however, that with respect to the occurrence of any of the
Events set forth in (ii) above, so long as shares of Series L Preferred Stock
(or shares issued by a surviving entity in substitution for the Series L
Preferred Stock) remain outstanding with the terms thereof materially unchanged,
taking into account that upon the occurrence of such an Event, the Corporation
may not be the surviving entity, the occurrence of any such Event shall not be
deemed to materially and adversely affect such rights, preferences, privileges
or voting powers of the holders of the Series L Preferred Stock; and provided
further that (x) any increase in the amount of the authorized Preferred Stock or
the creation or issuance of any other class or series of Preferred Stock or (y)
any increase in the amount of authorized Series L Preferred Stock or any other
class or series of Preferred Stock, in each case ranking on a parity with or
junior to the Series L Preferred Stock with respect to payment of dividends or
the distribution of assets upon voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, shall not be deemed to materially
and adversely affect such rights, preferences, privileges or voting powers.

      (e) The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding Series L Preferred Shares shall have been
redeemed or called for redemption upon proper notice and sufficient funds shall
have been deposited in trust to effect such redemption.



                                       10

      (7) RESTRICTIONS ON OWNERSHIP AND TRANSFER TO PRESERVE TAX BENEFIT.

      (a) Definitions. For the purposes of Section 7 of these Articles
Supplementary, the following terms shall have the following meanings:

                  "Beneficial Ownership" shall mean ownership of Series L
            Preferred Stock by a Person who is or would be treated as an owner
            of such Series L Preferred Stock either actually or constructively
            through the application of Section 544 of the Code, as modified by
            Section 856(h)(1)(B) of the Code. The terms "Beneficial Owner,"
            "Beneficially Owns" and "Beneficially Owned" shall have the
            correlative meanings.

                  "Charitable Beneficiary" shall mean one or more beneficiaries
            of a Trust, as determined pursuant to Section 7(c)(vi) of these
            Articles Supplementary, each of which shall be an organization
            described in Sections 170(b)(1)(A), 170(c)(2) and 501(c)(3) of the
            Code.

                  "Code" shall mean the Internal Revenue Code of 1986, as
            amended. All section references to the Code shall include any
            successor provisions thereof as may be adopted from time to time.

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

                  "IRS" means the United States Internal Revenue Service.

                  "Market Price" shall mean the last reported sales price
            reported on the New York Stock Exchange of the Series L Preferred
            Stock on the trading day immediately preceding the relevant date, or
            if the Series L Preferred Stock is not then traded on the New York
            Stock Exchange, the last reported sales price of the Series L
            Preferred Stock on the trading day immediately preceding the
            relevant date as reported on any exchange or quotation system over
            which the Series L Preferred Stock may be traded, or if the Series L
            Preferred Stock is not then traded over any exchange or quotation
            system, then the market price of the Series L Preferred Stock on the
            relevant date as determined in good faith by the Board of Directors
            of the Corporation.

                  "MGCL" shall mean the Maryland General Corporation Law, as
            amended from time to time, and any successor statute hereafter
            enacted.

                  "Ownership Limit" shall mean 9.8% (by value or by number of
            shares, whichever is more restrictive) of the outstanding Series L
            Preferred Stock of the Corporation.



                                       11

                  "Person" shall mean an individual, corporation, partnership,
            limited liability company, 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; but does not include an
            underwriter acting in a capacity as such in a public offering of
            shares of Series L Preferred Stock provided that the ownership of
            such shares of Series L Preferred Stock by such underwriter would
            not result in the Corporation being "closely held" within the
            meaning of Section 856(h) of the Code, or otherwise result in the
            Corporation failing to qualify as a REIT.

                  "Purported Beneficial Transferee" shall mean, with respect to
            any purported Transfer (or other event) which results in a transfer
            to a Trust, as provided in Section 7(b)(ii) of these Articles
            Supplementary, the Purported Record Transferee, unless the Purported
            Record Transferee would have acquired or owned shares of Series L
            Preferred Stock for another Person who is the beneficial transferee
            or owner of such shares, in which case the Purported Beneficial
            Transferee shall be such Person.

                  "Purported Record Transferee" shall mean, with respect to any
            purported Transfer (or other event) which results in a transfer to a
            Trust, as provided in Section 7(b)(ii) of these Articles
            Supplementary, the record holder of the Series L Preferred Stock if
            such Transfer had been valid under Section 7(b)(i) of these Articles
            Supplementary.

                  "REIT" shall mean a real estate investment trust under
            Sections 856 through 860 of the Code and, for purposes of taxation
            of the Corporation under applicable state law, comparable provisions
            of the law of such state.

                  "Restriction Termination Date" shall mean the first day after
            the date hereof on which the Board of Directors of the Corporation
            determines that it is no longer in the best interests of the
            Corporation to attempt to, or continue to, qualify as a REIT.

                  "Transfer" shall mean any sale, transfer, gift, assignment,
            devise or other disposition of Series L Preferred Stock, (including
            (i) the granting of any option or entering into any agreement for
            the sale, transfer or other disposition of Series L Preferred Stock
            or (ii) the sale, transfer, assignment or other disposition of any
            securities (or rights convertible into or exchangeable for Series L
            Preferred Stock), whether voluntary or involuntary, whether such
            transfer has occurred of record or beneficially or Beneficially or
            Constructively (including but not limited to transfers of interests
            in other entities which result in changes in Beneficial or
            Constructive Ownership of Series L Preferred Stock), and whether
            such transfer has occurred by operation of law or otherwise.



                                       12

                  "Trust" shall mean each of the trusts provided for in Section
            7(c) of these Articles Supplementary.

                  "Trustee" shall mean any Person unaffiliated with the
            Corporation, or a Purported Beneficial Transferee, or a Purported
            Record Transferee, that is appointed by the Corporation to serve as
            trustee of a Trust.

      (b) Restriction on Ownership and Transfers.

            (i) Prior to the Restriction Termination Date:

                  (A) except as provided in Section 7(i) of these Articles
Supplementary, no Person shall Beneficially Own Series L Preferred Stock in
excess of the Ownership Limit;

                  (B) except as provided in Section 7(i) of these Articles
Supplementary, no Person shall Constructively Own Series L Preferred Stock in
excess of the Ownership Limit;

                  (C) no Person shall Beneficially or Constructively Own Series
L Preferred Stock which, taking into account any other capital stock of the
Corporation Beneficially or Constructively Owned by such Person, would result in
the Corporation being "closely held" within the meaning of Section 856(h) of the
Code, or otherwise failing to qualify as a REIT (including but not limited to
Beneficial or Constructive Ownership that would result in the Corporation owning
(actually or Constructively) an interest in a tenant that is described in
Section 856(d)(2)(B) of the Code if the income derived by the Corporation
(either directly or indirectly through one or more partnerships or limited
liability companies) from such tenant would cause the Corporation to fail to
satisfy any of the gross income requirements of Section 856(c) of the Code or
comparable provisions of state law).

            (ii) If, prior to the Restriction Termination Date, any Transfer or
other event occurs that, if effective, would result in any Person Beneficially
or Constructively Owning Series L Preferred Stock in violation of Section
7(b)(i) of these Articles Supplementary, (1) then that number of shares of
Series L Preferred Stock that otherwise would cause such Person to violate
Section 7(b)(i) of these Articles Supplementary (rounded up to the nearest whole
share) shall be automatically transferred to a Trust for the benefit of a
Charitable Beneficiary, as described in Section 7(c), effective as of the close
of business on the business day prior to the date of such Transfer or other
event, and such Purported Beneficial Transferee shall thereafter have no rights
in such shares or (2) if, for any reason, the transfer to the Trust described in
clause (1) of this sentence is not automatically effective as provided therein
to prevent any Person from Beneficially or Constructively Owning Series L
Preferred Stock in violation of Section 7(b)(i) of these Articles Supplementary,
then the Transfer of that number of shares of Series L Preferred Stock that
otherwise would cause any Person to violate Section 7(b)(i) shall be void ab
initio, and the Purported Beneficial Transferee shall have no rights in such
shares.

            (iii) Subject to Section 7(l) of these Articles Supplementary and
notwithstanding any other provisions contained herein, prior to the Restriction
Termination Date, any Transfer of Series L Preferred Stock that, if effective,
would result in the capital stock of the Corporation being


                                       13

beneficially owned by less than 100 Persons (determined without reference to any
rules of attribution) shall be void ab initio, and the intended transferee shall
acquire no rights in such Series L Preferred Stock.

      (c) Transfers of Series L Preferred Stock in Trust.

            (i) Upon any purported Transfer or other event described in Section
7(b)(ii) of these Articles Supplementary, such Series L Preferred Stock shall be
deemed to have been transferred to the Trustee in his capacity as trustee of a
Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such
transfer to the Trustee shall be deemed to be effective as of the close of
business on the business day prior to the purported Transfer or other event that
results in a transfer to the Trust pursuant to Section 7(b)(ii). The Trustee
shall be appointed by the Corporation and shall be a Person unaffiliated with
the Corporation, any Purported Beneficial Transferee, or any Purported Record
Transferee. Each Charitable Beneficiary shall be designated by the Corporation
as provided in Section 7(c)(vi) of these Articles Supplementary.

            (ii) Series L Preferred Stock held by the Trustee shall be issued
and outstanding Series L Preferred Stock of the Corporation. The Purported
Beneficial Transferee or Purported Record Transferee shall have no rights in the
shares of Series L Preferred Stock held by the Trustee. The Purported Beneficial
Transferee or Purported Record Transferee shall not benefit economically from
ownership of any shares held in trust by the Trustee, shall have no rights to
dividends and shall not possess any rights to vote or other rights attributable
to the shares of Series L Preferred Stock held in the Trust.

            (iii) The Trustee shall have all voting rights and rights to
dividends with respect to Series L Preferred Stock held in the Trust, which
rights shall be exercised for the exclusive benefit of the Charitable
Beneficiary. Any dividend or distribution paid prior to the discovery by the
Corporation that shares of Series L Preferred Stock have been transferred to the
Trustee shall be paid to the Trustee upon demand, and any dividend or
distribution declared but unpaid shall be paid when due to the Trustee with
respect to such Series L Preferred Stock. Any dividends or distributions so paid
over to the Trustee shall be held in trust for the Charitable Beneficiary.

            The Purported Record Transferee and Purported Beneficial Transferee
shall have no voting rights with respect to the Series L Preferred Stock held in
the Trust and, subject to Maryland law, effective as of the date the Series L
Preferred Stock has been transferred to the Trustee, the Trustee shall have the
authority (at the Trustee's sole discretion) (i) to rescind as void any vote
cast by a Purported Record Transferee with respect to such Series L Preferred
Stock prior to the discovery by the Corporation that the Series L Preferred
Stock has been transferred to the Trustee and (ii) to recast such vote in
accordance with the desires of the Trustee acting for the benefit of the
Charitable Beneficiary; provided, however, that if the Corporation has already
taken irreversible corporate action, then the Trustee shall not have the
authority to rescind and recast such vote. Notwithstanding any other provision
of these Articles Supplementary to the contrary, until the Corporation has
received notification that the Series L Preferred Stock has been transferred
into a Trust, the Corporation shall be entitled to rely on its share transfer
and other stockholder records for


                                       14

purposes of preparing lists of stockholders entitled to vote at meetings,
determining the validity and authority of proxies and otherwise conducting votes
of stockholders.

            (iv) Within 20 days of receiving notice from the Corporation that
shares of Series L Preferred Stock have been transferred to the Trust, the
Trustee of the Trust shall sell the shares of Series L Preferred Stock held in
the Trust to a Person, designated by the Trustee, whose ownership of the shares
of Series L Preferred Stock will not violate the ownership limitations set forth
in Section 7(b)(i). Upon such sale, the interest of the Charitable Beneficiary
in the shares of Series L Preferred Stock sold shall terminate and the Trustee
shall distribute the net proceeds of the sale to the Purported Record Transferee
and to the Charitable Beneficiary as provided in this Section 7(c)(iv). The
Purported Record Transferee shall receive the lesser of (1) the price paid by
the Purported Record Transferee for the shares of Series L Preferred Stock in
the transaction that resulted in such transfer to the Trust (or, if the event
which resulted in the transfer to the Trust did not involve a purchase of such
shares of Series L Preferred Stock at Market Price, the Market Price of such
shares of Series L Preferred Stock on the day of the event which resulted in the
transfer of such shares of Series L Preferred Stock to the Trust) and (2) the
price per share received by the Trustee (net of any commissions and other
expenses of sale) from the sale or other disposition of the shares of Series L
Preferred Stock held in the Trust. Any net sales proceeds in excess of the
amount payable to the Purported Record Transferee shall be immediately paid to
the Charitable Beneficiary together with any dividends or other distributions
thereon. If, prior to the discovery by the Corporation that shares of such
Series L Preferred Stock have been transferred to the Trustee, such shares of
Series L Preferred Stock are sold by a Purported Record Transferee then (i) such
shares of Series L Preferred Stock shall be deemed to have been sold on behalf
of the Trust and (ii) to the extent that the Purported Record Transferee
received an amount for such shares of Series L Preferred Stock that exceeds the
amount that such Purported Record Transferee was entitled to receive pursuant to
this Section 7(c)(iv), such excess shall be paid to the Trustee upon demand.

            (v) Series L Preferred Stock transferred to the Trustee 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 paid by the Purported
Record Transferee for the shares of Series L Preferred Stock in the transaction
that resulted in such transfer to the Trust (or, if the event which resulted in
the transfer to the Trust did not involve a purchase of such shares of Series L
Preferred Stock at Market Price, the Market Price of such shares of Series L
Preferred Stock on the day of the event which resulted in the transfer of such
shares of Series L Preferred Stock to the Trust) 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 until the Trustee has sold the shares
of Series L Preferred Stock held in the Trust pursuant to Section 7(c)(iv). Upon
such a sale to the Corporation, the interest of the Charitable Beneficiary in
the shares of Series L Preferred Stock sold shall terminate and the Trustee
shall distribute the net proceeds of the sale to the Purported Record Transferee
and any dividends or other distributions held by the Trustee with respect to
such Series L Preferred Stock shall thereupon be paid to the Charitable
Beneficiary.

            (vi) By written notice to the Trustee, the Corporation shall
designate one or more nonprofit organizations to be the Charitable Beneficiary
of the interest in the Trust such that the


                                       15

Series L Preferred Stock held in the Trust would not violate the restrictions
set forth in Section 7(b)(i) in the hands of such Charitable Beneficiary.

      (d) Remedies For Breach. If the Board of Directors or a committee thereof
or other designees, if permitted by the MGCL, shall at any time determine in
good faith that a Transfer or other event has taken place in violation of
Section 7(b) of these Articles Supplementary or that a Person intends to
acquire, has attempted to acquire or may acquire beneficial ownership
(determined without reference to any rules of attribution), Beneficial Ownership
or Constructive Ownership of any shares of Series L Preferred Stock of the
Corporation in violation of Section 7(b) of these Articles Supplementary, the
Board of Directors or a committee thereof or other designees if permitted by the
MGCL shall take such action as it deems advisable to refuse to give effect or to
prevent such Transfer, including, but not limited to, causing the Corporation to
redeem shares of Series L Preferred Stock, refusing to give effect to such
Transfer on the books of the Corporation or instituting proceedings to enjoin
such Transfer; provided, however, that any Transfers (or, in the case of events
other than a Transfer, ownership or Constructive Ownership or Beneficial
Ownership) in violation of Section 7(b)(i) of these Articles Supplementary,
shall automatically result in the transfer to a Trust as described in Section
7(b)(ii) and any Transfer in violation of Section 7(b)(iii) shall automatically
be void ab initio irrespective of any action (or non-action) by the Board of
Directors.

      (e) Notice of Restricted Transfer. Any Person who acquires or attempts to
acquire shares of Series L Preferred Stock in violation of Section 7(b) of these
Articles Supplementary, or any Person who is a Purported Beneficial Transferee
such that an automatic transfer to a Trust results under Section 7(b)(ii) of
these Articles Supplementary, shall immediately give written notice to the
Corporation of such event and shall provide to the Corporation such other
information as the Corporation may request in order to determine the effect, if
any, of such Transfer or attempted Transfer on the Corporation's status as a
REIT.

      (f) Owners Required To Provide Information. Prior to the Restriction
Termination Date each Person who is a beneficial owner or Beneficial Owner or
Constructive Owner of Series L Preferred Stock and each Person (including the
shareholder of record) who is holding Series L Preferred Stock for a beneficial
owner or Beneficial Owner or Constructive Owner shall provide to the Corporation
such information that the Corporation may request, in good faith, in order to
determine the Corporation's status as a REIT.

      (g) Remedies Not Limited. Nothing contained in these Articles
Supplementary (but subject to Section 7(l) of these Articles Supplementary)
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 shareholders by preservation of the Corporation's status as a REIT.

      (h) Ambiguity. In the case of an ambiguity in the application of any of
the provisions of this Section 7 of these Articles Supplementary, including any
definition contained in Section 7(a), the Board of Directors shall have the
power to determine the application of the provisions of this Section 7 with
respect to any situation based on the facts known to it (subject, however, to
the provisions of Section 7(l) of these Articles Supplementary). In the event
Section 7 requires an


                                       16

action by the Board of Directors and these Articles Supplementary fail 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 Section 7. Absent a decision to the
contrary by the Board of Directors (which the Board may make in its sole and
absolute discretion), if a Person would have (but for the remedies set forth in
Section 7(b)) acquired Beneficial or Constructive Ownership of Series L
Preferred Stock in violation of Section 7(b)(i), such remedies (as applicable)
shall apply first to the shares of Series L Preferred Stock which, but for such
remedies, would have been actually owned by such Person, and second to shares of
Series L Preferred Stock which, but for such remedies, would have been
Beneficially Owned or Constructively Owned (but not actually owned) by such
Person, pro rata among the Persons who actually own such shares of Series L
Preferred Stock based upon the relative number of the shares of Series L
Preferred Stock held by each such Person.

      (i) Exceptions.

            (i) Subject to Section 7(b)(i)(C), the Board of Directors, in its
sole discretion, may exempt a Person from the limitation on a Person
Beneficially Owning shares of Series L Preferred Stock in violation of Section
7(b)(i)(A) if the Board of Directors obtains any representations and
undertakings from such Person as are reasonably necessary in the opinion of the
Board of Directors to ascertain that no individual's Beneficial Ownership of
such shares of Series L Preferred Stock will violate Section 7(b)(i)(A) or that
any such violation will not cause the Corporation to fail to qualify as a REIT
under the Code, and that any violation of such representations or undertaking
(or other action which is contrary to the restrictions contained in Section 7(b)
of these Articles Supplementary) or attempted violation will result in such
Series L Preferred Stock being transferred to a Trust in accordance with Section
7(b)(ii) of these Articles Supplementary.

            (ii) Subject to Section 7(b)(i)(C), the Board of Directors, in its
sole discretion, may exempt a Person from the limitation on a Person
Constructively Owning Series L Preferred Stock in violation of Section
7(b)(i)(B), if the Corporation obtains any representations and undertakings from
such Person as are reasonably necessary in the opinion of the Board of Directors
to ascertain that such Person does not and will not own, actually or
Constructively, an interest in a tenant of the Corporation (or a tenant of any
entity owned in whole or in part by the Corporation) that would cause the
Corporation to own, actually or Constructively, more than a 9.8% interest (as
set forth in Section 856(d)(2)(B) of the Code) in such tenant and that any
violation or attempted violation will result in such Series L Preferred Stock
being transferred to a Trust in accordance with Section 7(b)(ii) of these
Articles Supplementary. Notwithstanding the foregoing, the inability of a Person
to make the certification described in this Section 7(i)(ii) shall not prevent
the Board of Directors, in its sole discretion, from exempting such Person from
the limitation on a Person Constructively Owning Series L Preferred Stock in
violation of Section 7(b)(i)(B) if the Board of Directors determines that the
resulting application of Section 856(d)(2)(B) of the Code would affect the
characterization of less than 0.5% of the gross income (as such term is used in
Section 856(c)(2) of the Code) of the Corporation in any taxable year, after
taking into account the effect of this sentence with respect to all other Series
L Preferred Stock to which this sentence applies.



                                       17

      (iii) Prior to granting any exception pursuant to Section 7(i)(i) or (ii)
of these Articles Supplementary, the Board of Directors may require a ruling
from the Internal Revenue Service, or an opinion of counsel, in either case in
form and substance satisfactory to the Board of Directors in its sole
discretion, as it may deem necessary or advisable in order to determine or
ensure the Corporation's status as a REIT.

      (j) Legends. Each certificate for Series L Preferred Stock shall bear
substantially the following legends:

                                 CLASS OF STOCK

      "THE CORPORATION IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE
      CLASS, CONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED
      STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES,
      LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF PREFERRED STOCK BEFORE THE
      ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE CORPORATION WILL
      FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST
      THEREFOR, A COPY OF THE CORPORATION'S CHARTER AND A WRITTEN STATEMENT OF
      THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER
      RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER
      DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF
      THE STOCK OF EACH CLASS WHICH THE CORPORATION HAS THE AUTHORITY TO ISSUE
      AND, IF THE CORPORATION IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL
      CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND
      PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii)
      THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES
      OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED
      TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE."

                      RESTRICTION ON OWNERSHIP AND TRANSFER

      "THE SHARES OF SERIES L PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE
      ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND
      TRANSFER FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS STATUS AS
      A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
      AMENDED (THE "CODE"). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT
      AS EXPRESSLY PROVIDED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES L
      PREFERRED STOCK, (i)


                                       18

      NO PERSON MAY BENEFICIALLY OWN SHARES OF THE CORPORATION'S SERIES L
      PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES,
      WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES L PREFERRED STOCK
      OF THE CORPORATION; (ii) NO PERSON MAY CONSTRUCTIVELY OWN SHARES OF THE
      CORPORATION'S SERIES L PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY
      NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES
      L PREFERRED STOCK OF THE CORPORATION; (iii) NO PERSON MAY BENEFICIALLY OR
      CONSTRUCTIVELY OWN SHARES OF THE CORPORATION'S SERIES L PREFERRED STOCK
      THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE CORPORATION
      BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE
      CORPORATION BEING "CLOSELY HELD" UNDER SECTION 856(h) OF THE CODE OR
      OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (iv) NO
      PERSON MAY TRANSFER SHARES OF SERIES L PREFERRED STOCK IF SUCH TRANSFER
      WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER
      THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR
      ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES L PREFERRED STOCK
      WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN
      SERIES L PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST
      IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER
      OR OWNERSHIP ARE VIOLATED, THE SERIES L PREFERRED STOCK REPRESENTED HEREBY
      WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE
      BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE
      CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY
      THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS
      DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE
      RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN
      EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED
      ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND WHICH ARE DEFINED IN
      THE ARTICLES SUPPLEMENTARY FOR THE SERIES L PREFERRED STOCK SHALL HAVE THE
      MEANINGS ASCRIBED TO THEM IN SUCH ARTICLES SUPPLEMENTARY, AS THE SAME MAY
      BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS
      ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SERIES L
      PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY
      MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL
      OFFICE."



                                       19

      (k) Severability. If any provision of this Section 7 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.

      (l) NYSE. Nothing in this Section 7 shall preclude the settlement of any
transaction entered into through the facilities of the New York Stock Exchange.
The shares of Series L Preferred Stock that are the subject of such transaction
shall continue to be subject to the provisions of this Section 7 after such
settlement.

      (m) Applicability of Section 7. The provisions set forth in this Section 7
shall apply to the Series L Preferred Stock notwithstanding any contrary
provisions of the Series L Preferred Stock provided for elsewhere in these
Articles Supplementary.

      (8) CONVERSION. The Series L Preferred Shares are not convertible into or
exchangeable for any other property or securities of the Corporation.

      (9) NO SINKING FUND. No sinking fund shall be established for the
retirement or redemption of Series L Preferred Stock.

      (10) NO PREEMPTIVE RIGHTS. No holder of the Series L Preferred Stock of
the Corporation shall, as such holder, have any preemptive rights to purchase or
subscribe for additional shares of stock of the Corporation or any other
security of the Corporation which it may issue or sell.

      FOURTH: The Series L Preferred Shares have been classified and designated
by the Board under the authority contained in the Charter.

      FIFTH: These Articles Supplementary have been approved by the Board in the
manner and by the vote required by law.

      SIXTH: These Articles Supplementary shall be effective at the time the
Department accepts these Articles Supplementary for record.

      SEVENTH: The undersigned Executive Vice President and Chief Financial
Officer of the Corporation acknowledges these Articles Supplementary to be the
act of the Corporation and, as to all matters or facts required to be verified
under oath, the undersigned Executive Vice President and Chief Financial 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.


                                       20

      IN WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
Executive Vice President and Chief Financial Officer and attested to by its
Secretary on this 20th day of June, 2003.

                                    AMB PROPERTY CORPORATION

                                    By:  /s/ Michael A. Coke
                                       --------------------------------------
                                       Name:  Michael A. Coke
                                       Title: Executive Vice President and
                                              Chief  Financial Officer

[SEAL]


ATTEST:

  /s/ Tamra D. Browne
- -----------------------
Name:  Tamra D. Browne
Title: Secretary





                                       21

EX-3.17

                                                                    Exhibit 3.17

                           THIRD AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                            AMB PROPERTY CORPORATION

                                   ARTICLE I

                                     OFFICES

                  Section 1. The principal executive office of AMB Property
Corporation, a Maryland corporation (the "Corporation"), shall be located at
such place or places as the board of directors may designate.

                  Section 2. The Corporation may also have offices at such other
places as the board of directors may from time to time determine or the business
of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. All meetings of the stockholders shall be held in
the City of San Francisco, State of California, at such place as may be fixed
from time to time by the board of directors, or at such other place as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting.

                  Section 2. An annual meeting of stockholders shall be held
during the month of May in each year, on the date and at the time during such
month as may be determined from time to time by resolution adopted by the board
of directors, at which the stockholders shall elect by a plurality vote a board
of directors, and transact such other business as may properly be brought before
the meeting in accordance with these bylaws. To be properly brought before the
annual meeting, business must be either (i) specified in the notice of annual
meeting (or any supplement or amendment thereto) given by or at the direction of
the board of directors, (ii) otherwise brought before the annual meeting by or
at the direction of the board of directors, or (iii) otherwise brought before
the annual meeting by a stockholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than fifty (50) days nor more than seventy-five (75) days
prior to the meeting; provided, however, that in the event that less than
sixty-five (65) days' notice or prior public disclosure of the date of the
annual meeting is given or made to stockholders, notice by a stockholder to be
timely must be so received not



later than the close of business on the fifteenth (15th) day following the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure was made, whichever first occurs. A stockholder's notice to the
secretary shall set forth (a) as to each matter the stockholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of the
stockholder proposing such business, (iii) the class, series and number of
shares of capital stock of the Corporation which are beneficially owned by the
stockholder, and (iv) any material interest of the stockholder in such business,
and (b) as to the stockholder giving the notice (i) the name and record address
of the stockholder and (ii) the class, series and number of shares of capital
stock of the Corporation which are beneficially owned by the stockholder.
Notwithstanding anything in these bylaws to the contrary, no business shall be
conducted at the annual meeting except in accordance with the procedures set
forth in this Article II, Section 2. The officer of the Corporation presiding at
an annual meeting shall, if the facts warrant, determine that business was not
properly brought before the annual meeting in accordance with the provisions of
this Article II, Section 2, and if he should so determine, he shall so declare
to the annual meeting and any such business not properly brought before the
meeting shall not be transacted.

                  Section 3. A majority of the stock issued and outstanding and
entitled to vote at any meeting of stockholders, the holders of which are
present in person or represented by proxy, shall constitute a quorum for the
transaction of business except as otherwise provided by law, by the
Corporation's charter or by these bylaws. A quorum, once established, shall not
be broken by the withdrawal of enough votes to leave less than a quorum and the
votes present may continue to transact business until adjournment. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, a majority of the voting stock represented in person or by proxy
may adjourn the meeting from time to time until a date not more than 120 days
after the original record date, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than 120 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote thereat.

                  Section 4. When a quorum is present at any meeting, the vote
of the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the Maryland
General Corporation Law ("MGCL") or the rules of any securities exchange on
which the Corporation's capital stock is listed or the Corporation's charter or
these bylaws a different vote is required, in which case such express provision
shall govern and control the decision of such question.

                  Section 5. At each meeting of the stockholders, each
stockholder having the right to vote may vote in person or may authorize another
person or persons to act for him by proxy in any manner permitted by applicable
law. All proxies must be filed with the secretary of the Corporation at the
beginning of each meeting in order to be counted in any vote at the meeting.
Subject to the provisions of the charter of the Corporation, each stockholder
shall have one vote

                                       2


for each share of stock having voting power registered in his name on the books
of the Corporation on the record date set by the board of directors as provided
in Article V, Section 6 hereof. All elections shall be by a plurality vote.

                  Section 6. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise proscribed by the charter, may be called
at any time by the president, the chairman of the board, or by a majority of the
directors, or by a committee of the board of directors which has been duly
designated by the board of directors and whose powers and authority, as provided
in a resolution of the board of directors or these bylaws, include the power to
call such meetings. In addition, a special meeting of the stockholders of the
Corporation shall be called by the secretary of the Corporation on the written
request of stockholders entitled to cast at least fifty percent (50%) of all
votes entitled to be cast at the meeting, except that, in the case of a special
meeting called to consider any matter which is substantially the same as a
matter voted on at any special meeting for the stockholders held during the
preceding twelve (12) months, the secretary of the Corporation shall not be
required to call any such special meeting unless requested by stockholders
entitled to cast a majority of all of the votes entitled to be cast at the
meeting.

                  Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice. Where the
Corporation's notice of meeting specifies that directors are to be elected at
such special meeting, nominations of persons for election to the board of
directors may be made (i) pursuant to the Corporation's notice of meeting, (ii)
by or at the direction of the board of directors or (iii) by any committee of
persons appointed by the board of directors with authority therefor or by a
stockholder as provided in Section 2 of Article III hereof.

                  Section 8. Whenever stockholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall be given
which notice shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. The written notice of any meeting shall be given to each stockholder
entitled to vote at such meeting not less than 10 nor more than 90 days before
the date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

                  Section 9. Notwithstanding any other provision of the charter
of the Corporation or these bylaws, Subtitle 7 of Title 3 of the MGCL (as the
same may hereafter be amended from time to time) shall not apply to the voting
rights of any shares of stock of the Corporation now or hereafter held by any
existing or future stockholder of the Corporation (regardless of the identity of
such stockholder).

                                       3


                                  ARTICLE III

                                    DIRECTORS

                  Section 1. The board of directors shall consist of a minimum
of five (5) and a maximum of thirteen (13) directors. The number of directors
shall be fixed or changed from time to time, within the minimum and maximum, by
the then elected directors, provided that at least a majority of the directors
shall be Independent Directors, as defined from time to time by the Listing
Standards of the New York Stock Exchange and any other relevant laws, rules and
regulations. Until increased or decreased by the directors pursuant to these
bylaws, the exact number of directors shall be nine (9). The directors need not
be stockholders. Except as provided in Section 2 of this Article III with
respect to vacancies, the directors shall be elected as provided in the charter
at each annual meeting of the stockholders, and each director elected shall hold
office until his successor is elected and qualified or until his death,
retirement, resignation or removal.

                  Section 2. (a) Nominations of persons for election to the
board of directors of the Corporation at the annual meeting of stockholders may
be made (i) pursuant to the Corporation's notice of meeting; (ii) by or at the
direction of the board of directors or (iii) by any committee of persons
appointed by the board of directors with authority therefor or by any
stockholder of the Corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this Article
III, Section 2(a). Such nominations by any stockholder shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 50 days nor more
than 75 days prior to the meeting; provided, however, that in the event that
less than 65 days notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business of the fifteenth (15th) day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made, whichever first occurs. Such stockholder's
notice to the Secretary shall set forth (i) as to each person whom the
stockholder proposes to nominate for election or re-election as a director, (a)
the name, age, business address and residence address of the person, (b) the
principal occupation or employment of the person, (c) the class, series and
number of shares of capital stock of the Corporation which are beneficially
owned by the person, and (d) any other information relating to the person that
is required to be disclosed in solicitations for proxies for election of
directors pursuant to the Rules and Regulations of the Securities and Exchange
Commission under Section 14 of the Securities Exchange Act of 1934, as amended;
and (ii) as to the stockholder giving the notice (a) the name and record address
of the stockholder and (b) the class, series and number of shares of capital
stock of the Corporation which are beneficially owned by the stockholder. The
Corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine the eligibility of
such proposed nominee to serve as a director of the Corporation. Except as may
otherwise be provided in these bylaws or any other agreement relating to the
right to designate nominees for election to the board of directors, no person
shall be eligible for election as a director of the Corporation unless nominated
in accordance with the procedures set forth herein. The officer of the
Corporation presiding at an annual meeting shall, if the facts warrant,
determine that a

                                       4


nomination was not made in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

         (b)      Except as may otherwise be provided pursuant to Article IV of
the Corporation's charter with respect to any rights of holders of preferred
stock to elect additional directors and any other requirement in these bylaws or
other agreement relating to the right to designate nominees for election to the
board of directors, should a vacancy in the board of directors occur or be
created (whether arising through death, retirement or resignation), such vacancy
shall be filled by the affirmative vote of a majority of the remaining
directors, even though less than a quorum of the board of directors or, in the
case of a vacancy resulting from an increase in the number of directors, by a
majority of the entire board of directors. In the case of a vacancy created by
the removal of a director, the vacancy shall be filled by the stockholders of
the Corporation entitled to elect the director who was removed at the next
annual meeting of stockholders or at a special meeting of stockholders called
for such purpose, provided, however, that such vacancy may be filled by the
affirmative vote of a majority of the remaining directors, subject to approval
by the stockholders entitled to elect the director who was removed at the next
annual meeting of stockholders or at a special meeting of stockholders called
for such purpose. A director so elected to fill a vacancy shall serve for the
remainder of the term.

                  Section 3. The property and business of the Corporation shall
be managed by or under the direction of its board of directors. In addition to
the powers and authorities by these bylaws expressly conferred upon it, the
board may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Corporation's charter or by
these bylaws directed or required to be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

                  Section 4. The directors may hold their meetings and have one
or more offices, and keep the books of the Corporation, outside the State of
Maryland.

                  Section 5. Regular meetings of the board of directors may be
held at such time and place as shall from time to time be determined by
resolution of the board, and no additional notice shall be required.

                  Section 6. Special meetings of the board of directors may be
called by the President or the Chairman of the board of directors on forty-eight
hours' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the President or the Secretary in like
manner and on like notice on the written request of two directors unless the
board consists of only one director, in which case special meetings shall be
called by the President or Secretary in like manner and on like notice on the
written request of the sole director.

                  Section 7. Unless otherwise restricted by the Corporation's
charter or these bylaws, any action required or permitted to be taken at any
meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or

                                       5


committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board or committee.

                  Section 8. Unless otherwise restricted by the Corporation's
charter or these bylaws, members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                  Section 9. By virtue of resolutions adopted by the Board of
Directors prior to or at the time of adoption of these Bylaws and designated
irrevocable, any business combination (as defined in Section 3-601(e) of the
MGCL) between the Corporation and any of its present or future stockholders, or
any affiliates or associates of the Corporation or any present or future
stockholder of the Corporation, or any other person or entity or group of
persons or entities, is exempt from the provisions of Subtitle 6 of Title 3 of
the MGCL entitled "Special Voting Requirements," including, but not limited to,
the provisions of Section 3-602 of such Subtitle. The Board of Directors may not
revoke, alter or amend such resolution, or otherwise elect to have any business
combination of the Corporation be subject to the provisions of Subtitle 6 of
Title 3 of the MGCL without the approval of the holders of the issued and
outstanding shares of Common Stock of the Corporation by the affirmative vote of
a majority of all votes entitled to be cast in respect of such shares of Common
Stock.

                  Section 10. Notwithstanding any other provision of these
bylaws, all actions which the board of directors may take to approve a
transaction between (i) the Corporation, AMB Property, L.P., a Delaware limited
partnership (the "Operating Partnership"), or any subsidiary of the Corporation
or the Operating Partnership, on the one hand, and (ii) (a) any executive
officer or director of the Corporation, the Operating Partnership or any
subsidiary of the Corporation or the Operating Partnership, or (b) any limited
partner of the Operating Partnership or (c) any affiliate of the foregoing
executive officer, director or limited partner (not including the Corporation,
the Operating Partnership or any subsidiary of the Corporation or the Operating
Partnership), on the other hand, shall require, for valid approval, the approval
of a majority of the Independent Directors; provided, however, that this
approval requirement shall not apply to arrangements between the Corporation or
the Operating Partnership and any executive officer or director acting in the
executive officer's or director's position as such, including but not limited to
employment agreements and compensation matters.

                     RESIGNATION FROM THE BOARD OF DIRECTORS

                  Section 11. A director may resign at any time upon written
notice to the Corporation's board of directors, chairman of the board, president
or secretary. Any such resignation shall take effect at the time specified
therein or, if the time is not specified, upon receipt thereof, and the
acceptance of such resignation, unless required by the terms thereof, shall not
be necessary to make such resignation effective.

                                       6


                             COMMITTEES OF DIRECTORS

                  Section 12. The board of directors may, by resolution passed
by a majority of the whole board, designate one or more committees, each such
committee to consist of not less than the minimum number of directors required
for committees of the board of directors under the MGCL. The board may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution of the board of directors,
and to the maximum extent permitted under the MGCL, shall have and may exercise
all the powers and authority of the board of directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
charter, adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution or any other
matter requiring the approval of the stockholders of the Corporation, or
amending the bylaws of the Corporation; and no such committee shall have the
power or authority to authorize or declare a dividend, to authorize the issuance
of stock (except that, if the board of directors has given general authorization
for the issuance of stock providing for or establishing a method or procedure
for determining the maximum number of shares to be issued, a committee of the
board of directors may, in accordance with that general authorization or any
stock option or other plan or program adopted by the board of directors:
authorize or fix the terms of stock subject to classification or
reclassification, including the designations and any of the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, or terms or conditions of redemption of such shares;
within the limits established by the board of directors, fix the number of any
such class or series of stock or authorize the increase or decrease in the
number of shares of any series or class; and otherwise establish the terms on
which any stock may be issued, including the price and consideration for such
stock), or to approve any merger or share exchange, regardless of whether the
merger or share exchange requires stockholder approval.

                  Section 13. The Corporation shall from and after the
incorporation have the following committees, the specific authority and members
of which shall be as designated herein, in such committee's charter or otherwise
by resolution of the board of directors:

                           (i)      An Executive Committee, which shall have
         such authority as granted by the board of directors, including the
         power to acquire, dispose and finance investments for the Corporation
         (including the issuance by the Operating Partnership, in the
         Corporation's capacity as the Operating Partnership's general partner,
         of additional units or other equity interests) and approve the
         execution of contracts and agreements, including those related to the
         borrowing of money by the Corporation, and generally exercise all other
         powers of the board except as prohibited by law; provided, however,
         that the issuance of additional units or other equity interests of the
         Operating Partnership, to the extent that such interests are
         exchangeable into shares of the Corporation's capital stock, may be
         issued only if the Corporation has reserved for issuance such shares of
         capital stock issuable upon the exchange of such units or other equity
         interests.

                                       7


                           (ii)     An Audit Committee, which shall consist
         solely of Independent Directors and which shall engage the independent
         public accountants, review with the independent public accountants the
         plans and results of the audit engagement, approve professional
         services provided by the independent public accountants, review the
         independence of the independent public accountants, consider the range
         of audit and non-audit fees and review the adequacy of the
         Corporation's internal accounting controls.

                           (iii)    A Compensation Committee, which shall
         consist solely of Independent Directors and which shall determine
         compensation for the Corporation's executive officers, and will review
         and make recommendations concerning proposals by management with
         respect to compensation, bonus, employment agreements and other
         benefits and policies respecting such matters for the executive
         officers of the Corporation.

                           (iv)     A Nominating and Governance Committee, which
         shall, among other things, submit nominations for members of the Board
         of Directors, recommend composition of the committees of the Board of
         Directors, review the size and composition of the Board of Directors,
         review guidelines for corporate governance, and conduct annual reviews
         of the Board of Directors and the Chief Executive Officer.

                  Section 14. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required. The
presence of a majority of the total membership of any committee shall constitute
a quorum for the transaction of business at any meeting of such committee and
the act of a majority of those present shall be necessary and sufficient for the
taking of any action thereat.

                            COMPENSATION OF DIRECTORS

                  Section 15. Unless otherwise restricted by the charter of the
Corporation or these bylaws, the board of directors shall have the authority to
fix the compensation of non-employee directors. The non-employee directors may
be paid their expenses, if any, of attendance at each meeting of the board of
directors and may be paid a fixed sum for attendance at each meeting of the
board of directors or a stated salary as director. Officers of the Corporation
who are also members of the board of directors shall not be paid any director's
fees.

                                 INDEMNIFICATION

                  Section 16. The Corporation shall indemnify, in the manner and
to the maximum 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 that such person while a director or
officer of the Corporation, is or was serving at the request of the Corporation
as a director, officer, trustee, partner, member, agent or employee of another
corporation, partnership, limited liability company, association, joint venture,
trust or other enterprise. To the maximum extent permitted by law, the
indemnification provided herein shall include expenses (including attorneys'
fees), judgments, fines and amounts

                                       8


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.

                  Neither the amendment nor repeal of this Section 14 of this
Article III, nor the adoption or amendment of any other provision of the charter
or bylaws of the Corporation inconsistent with this Section, shall apply to or
affect in any respect the applicability of the preceding paragraph with respect
to any act or failure to act which occurred prior to such amendment, repeal or
adoption.

                  The indemnification and reimbursement of expenses provided
herein shall not be deemed to limit the right of the Corporation to indemnify
any other person against any liability and 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, the charter or bylaws of the Corporation, a vote of stockholders
or Independent Directors, or otherwise, both as to action in such person's
official capacity as an officer or director and as to action in another
capacity, at the request of the Corporation, while acting as an officer or
director of the Corporation.

                                   ARTICLE IV

                                    OFFICERS

                  Section 1. The officers of this Corporation shall be chosen by
the board of directors and shall include a president, a vice president, a
secretary and a treasurer. The Corporation may also have at the discretion of
the board of directors such other officers as are desired, including a chairman
of the board, additional vice presidents, a chief executive officer, a chief
financial officer, a chief operating officer, one or more managing directors,
one or more assistant secretaries and one or more assistant treasurers, and such
other officers as may be appointed in accordance with the provisions of Section
3 of this Article IV. In the event there are two or more vice presidents, then
one or more may be designated as executive vice president, senior vice
president, vice president/acquisitions or other similar or dissimilar title. At
the time of the election of officers, the directors may by resolution determine
the order of their rank. Any number of offices may be held by the same person,
unless the charter or these bylaws otherwise provide, except that one individual
may not simultaneously hold the office of president and vice president.

                  Section 2. The board of directors, at its first meeting after
each annual meeting of stockholders, shall choose the officers of the
Corporation.

                  Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

                  Section 4. The salaries of all officers and agents of the
Corporation shall be fixed by the board of directors, provided, however, that
the compensation of the Corporation's executive officers shall be determined by
the Compensation Committee.

                                       9


                  Section 5. The officers of the Corporation shall hold office
until their successors are chosen and qualify in their stead. Any officer
elected or appointed by the board of directors may be removed at any time, with
or without cause, by the affirmative vote of a majority of the board of
directors. If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the board of directors.

                  Section 6. Any officer may resign at any time upon written
notice to the Corporation's board of directors, chairman of the board, president
or secretary. Any such resignation shall take effect at the time specified
therein or, if the time is not specified, upon receipt thereof, and the
acceptance of such resignation, unless required by the terms thereof, shall not
be necessary to make such resignation effective. Any such resignation will not
prejudice the rights, if any, of the Corporation under any contract to which the
officer is a party.

                              CHAIRMAN OF THE BOARD

                  Section 7. The chairman of the board, if such an officer be
elected, shall, if present, preside at all meetings of the board of directors
and exercise and perform such other powers and duties as may be from time to
time assigned to him by the board of directors or prescribed by the bylaws. If
there is no president, the chairman of the board shall in addition be the chief
executive officer of the Corporation and shall have the powers and duties
prescribed in Section 8 of this Article IV. If there is a president, then in the
absence or disability of the president, the chairman of the board shall perform
all the duties of the president, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the president.

                             CHIEF EXECUTIVE OFFICER

                  Section 8. Subject to such supervisory powers, if any, as may
be given by the board of directors to the chairman of the board, if there be
such an officer, the chief executive officer shall, subject to the control of
the board of directors, have general supervision, direction and control of the
business and officers of the Corporation. He shall have the general powers and
duties of management usually vested in the office of chief executive officer of
corporations, and shall have such other powers and duties as may be prescribed
by the board of directors or these bylaws.

                                    PRESIDENT

                  Section 9. Subject to such supervisory powers, if any, as may
be given by the board of directors to the chairman of the board, if there be
such an officer, the president shall, subject to the control of the board of
directors, have general supervision, direction and control of the business and
officers of the Corporation. He shall preside at all meetings of the
stockholders and, in the absence of the chairman of the board, or if there be
none, at all meetings of the board of directors. He shall have the general
powers and duties of management usually vested in the office of president of
corporations, and shall have such other powers and duties as may be prescribed
by the board of directors or these bylaws.

                                       10


                             CHIEF OPERATING OFFICER

                  Section 10. Subject to such supervisory powers, if any, as may
be given by the board of directors to the chairman of the board, chief executive
officer or the president, if there be such an officer, the chief operating
officer shall, subject to the control of the board of directors, have the
supervision, direction and control of the day to day operations of the
Corporation. He shall have the general powers and duties of management usually
vested in the office of chief operating officer of corporations, and shall have
such other powers and duties as may be prescribed by the board of directors or
these bylaws.

                                 VICE PRESIDENTS

                  Section 11. In the absence or disability of the president, and
in the absence or disability of the chairman of the board, the vice presidents,
in order of their rank as fixed by the board of directors, or if not ranked, the
vice president designated by the board of directors, shall perform all the
duties of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The vice presidents shall
have such other duties as from time to time may be prescribed by the board of
directors or these bylaws.

                        SECRETARY AND ASSISTANT SECRETARY

                  Section 12. The secretary shall attend all sessions of the
board of directors and all meetings of the stockholders and record all votes and
the minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required by the board of
directors. He shall give, or cause to be given, notice of all meetings of the
stockholders and of the board of directors, and shall perform such other duties
as may be prescribed by the board of directors or the bylaws. He shall keep in
safe custody the seal of the Corporation, and when authorized by the board,
affix the same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the signature of an assistant secretary. The
board of directors may give general authority to any other officer to affix the
seal of the Corporation and to attest the affixing by his signature.

                  Section 13. The assistant secretary, or if there be more than
one, the assistant secretaries in the order determined by the board of
directors, or if there be no such determination, the assistant secretary
designated by the board of directors, shall, in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.

           CHIEF FINANCIAL OFFICER, TREASURER AND ASSISTANT TREASURERS

                  Section 14. The chief financial officer of the Corporation
shall have the custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys, and other valuable effects in the name
and to the credit of the Corporation, in such depositories as may be designated
by the board of directors. He shall disburse the funds of the Corporation as may
be

                                       11


ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the board of directors, at its regular
meetings, or when the board of directors so requires, an account of all his
transactions as chief financial officer and of the financial condition of the
Corporation. If required by the board of directors, he shall give the
Corporation a bond, in such sum and with such surety or sureties as shall be
satisfactory to the board of directors, for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation. If no other person then be appointed
to the position of treasurer of the Corporation, the person holding the office
of chief financial officer shall also be the treasurer of the Corporation.

                  Section 15. The treasurer or assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors, or if there be no such determination, the treasurer or
assistant treasurer designated by the board of directors, shall, in the absence
or disability of the chief financial officer, perform the duties and exercise
the powers of the chief financial officer and shall perform such other duties
and have such other powers as the board of directors may from time to time
prescribe.

                                   ARTICLE V

                              CERTIFICATES OF STOCK

                  Section 1. Every holder of stock of the Corporation shall be
entitled to have a certificate signed by, or in the name of the Corporation by,
the chairman of the board of directors, or the president or a vice president,
and countersigned by the secretary or an assistant secretary, or the treasurer
or an assistant treasurer of the Corporation, certifying the number of shares of
capital stock represented by the certificate owned by such stockholder in the
Corporation.

                  Section 2. Any or all of the signatures on the certificate may
be a facsimile. In case any officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue. Such
certificates need not be sealed with the corporate seal of the Corporation.

                  Section 3. If the Corporation shall be authorized to issue
more than one class of stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of capital stock or series thereof and the qualification,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, provided
that, in lieu of the foregoing requirements, there may be set forth on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the

                                       12


qualifications, limitations or restrictions of such preferences and/or rights.
In addition, in the event that any stock issued by the Corporation is subject to
a restriction on its transferability, the stock certificate shall on its face or
back contain a full statement of the restriction or state that the Corporation
will furnish information about the restriction to the stockholder on request and
without charge.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

                  Section 4. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

                  Section 5. Upon surrender to the Corporation, or the transfer
agent of the Corporation, of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books, subject, however, to the Ownership Limit (as defined
in the charter of the Corporation) and other restrictions on transferability
applicable thereto from time to time.

                               FIXING RECORD DATE

                  Section 6. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the
stockholders, or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the board of directors may fix a
record date which shall not be more than 90 nor less than 10 days before the
date of such meeting, nor more than 90 days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting. A meeting of stockholders convened on the date for which it was called
may be adjourned from time to time without further notice to a date not more
than 120 days after the original record date.

                                       13


                             REGISTERED STOCKHOLDERS

                  Section 7. The Corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in fact thereof
and accordingly shall not be bound to recognize any equitable or other claim or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
the State of Maryland.

                                   ARTICLE VI

                               GENERAL PROVISIONS

                                    DIVIDENDS

                  Section 1. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Corporation's charter, if any, may
be authorized and declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Corporation's
charter and the MGCL.

                  Section 2. Before payment of any dividend there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interests of the
Corporation, and the directors may abolish any such reserve.

                                     CHECKS

                  Section 3. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers as the board of
directors may from time to time designate.

                                   FISCAL YEAR

                  Section 4. The fiscal year of the Corporation shall be fixed
by resolution of the board of directors.

                                      SEAL

                  Section 5. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Maryland." Said seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.

                                       14


                                     NOTICES

                  Section 6. Whenever, under the provisions of the MGCL or of
the charter of the Corporation or of these bylaws, notice is required to be
given to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram, telecopy or cable.

                  Section 7. Whenever any notice is required to be given under
the provisions of the MGCL or of the charter of the Corporation or of these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                ANNUAL STATEMENT

                  Section 8. The board of directors may present at each annual
meeting of stockholders, and when called for by vote of the stockholders shall
present to any annual or special meeting of the stockholders, a full and clear
statement of the business and condition of the Corporation.

                                  ARTICLE VII

                                   AMENDMENTS

                  Section 1. These bylaws may be altered, amended or repealed or
new bylaws may be adopted by the vote of a majority of the board of directors or
by the affirmative vote of a majority of all votes entitled to be cast by the
holders of the issued and outstanding shares of Common Stock of the Corporation.
Notwithstanding anything to the contrary herein, this Section 1 of Article VII,
Section 9 of Article III and Section 10 of Article II hereof may not be altered,
amended or repealed except by the affirmative vote of a majority of all votes
entitled to be cast by the holders of the issued and outstanding shares of
Common Stock of the Corporation.

                  Section 2. Notwithstanding anything to the contrary herein,
this Section 2 of Article VII, Section 10 of Article III and Section 9 of
Article II hereof may not be altered, amended or repealed except by the
affirmative vote of a majority of all votes entitled to be cast by the holders
of the issued and outstanding shares of Common Stock of the Corporation.

                                       15


                  The undersigned, Secretary of AMB Property Corporation, a
Maryland corporation (the "Corporation"), hereby certifies that the foregoing is
a full, true and correct copy of the Third Amended and Restated Bylaws of the
Corporation with all amendments to the date of this Certificate.

                  WITNESS the signature of the undersigned and the seal of the
Corporation this 15th day of May, 2003.
                                                      /s/ Tamra D. Browne
                                                    ----------------------------
                                                      Tamra D. Browne
                                                      Secretary

                                      S-1

EX-4.3

                                                                               .
                                                                               .
                                                                               .
                                                                     Exhibit 4.3

                                                                                                
           NUMBER                                                                                             SHARES
            *0*                                                                                                 *0*
                                                AMB PROPERTY CORPORATION
                                                                                                      SEE REVERSE FOR IMPORTANT
     THIS CERTIFICATE IS             INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND                     NOTICE
       TRANSFERABLE IN                                                                                ON TRANSFER RESTRICTIONS
  BOSTON, MA OR NEW YORK, NY                                                                            AND OTHER INFORMATION

                                                                                                          CUSIP 00163T 30 7





THIS CERTIFIES THAT

                                  **Specimen**



IS THE OWNER OF **Zero (0)**

      FULLY PAID AND NONASSESSABLE SHARES OF THE 6-1/2% SERIES L CUMULATIVE
REDEEMABLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, OF

                            AMB PROPERTY CORPORATION

(the "Corporation") transferable on the books of the Corporation by the holder
hereof in person or by its duly authorized attorney, upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be paid subject to all of the provisions of the
charter of the Corporation (the "Charter") and the Bylaws of the Corporation and
any amendments thereto. This Certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.

      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed on its behalf by its duly authorized officers.


DATED       June 23, 2003
      ------------------------

Countersigned and Registered: EquiServe, Inc.
                              Transfer Agent
                              and Registrar

/s/ W. Blake Baird                              (SEAL)
- ------------------------------------------------
President

By:
   ---------------------------------------------
   Authorized Signature

/s/ Tamra D. Browne
- ------------------------------------------------
Secretary

                            AMB PROPERTY CORPORATION
                                CLASSES OF STOCK

      THE CORPORATION IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE
CLASS, CONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK.
THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS
AND RELATIVE RIGHTS OF ANY CLASS OF PREFERRED STOCK BEFORE THE ISSUANCE OF
SHARES OF SUCH CLASS OF PREFERRED STOCK. THE CORPORATION WILL FURNISH, WITHOUT
CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE
CORPORATION'S CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE
RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS
AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION
HAS THE AUTHORITY TO ISSUE AND, IF THE CORPORATION IS AUTHORIZED TO ISSUE ANY
PREFERRED OR SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS
AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii)
THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF
SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE
SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.

                     RESTRICTIONS ON OWNERSHIP AND TRANSFER
     IF THIS CERTIFICATE REPRESENTS SHARES OF PREFERRED STOCK, THE FOLLOWING
                            RESTRICTIONS SHALL APPLY:

      THE SHARES OF SERIES L PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER
FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE
INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY
PROVIDED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES L PREFERRED STOCK (I) NO
PERSON MAY BENEFICIALLY OWN SHARES OF THE CORPORATION'S SERIES L PREFERRED STOCK
IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE
RESTRICTIVE) OF THE OUTSTANDING SERIES L PREFERRED STOCK OF THE CORPORATION;
(II) NO PERSON MAY CONSTRUCTIVELY OWN SHARES OF THE CORPORATION'S SERIES L
PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS
MORE RESTRICTIVE) OF THE OUTSTANDING SERIES L PREFERRED STOCK OF THE
CORPORATION; (III) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF
THE CORPORATION'S SERIES L PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER
CAPITAL STOCK OF THE CORPORATION BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH
PERSON, WOULD RESULT IN THE CORPORATION BEING "CLOSELY HELD" UNDER SECTION
856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A
REIT; AND (IV) NO PERSON MAY TRANSFER SHARES OF SERIES L PREFERRED STOCK IF SUCH
TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY
FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR
ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES L PREFERRED STOCK WHICH
CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES L
PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE
CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED,
THE SERIES L PREFERRED STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY
TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE
BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND
CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE
BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY
VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF
CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED
ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE
ARTICLES SUPPLEMENTARY FOR THE SERIES L PREFERRED STOCK SHALL HAVE THE MEANINGS
ASCRIBED TO THEM IN SUCH ARTICLES SUPPLEMENTARY. AS THE SAME MAY BE AMENDED FROM
TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND
OWNERSHIP WILL BE FURNISHED TO EACH HOLDER OF SERIES L PREFERRED STOCK ON
REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE
SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.

IF THE CERTIFICATE REPRESENTS SHARES OF COMMON STOCK, THE FOLLOWING RESTRICTIONS
                                  SHALL APPLY:

      THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE
PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE
INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY
PROVIDED IN THE CORPORATION'S CHARTER, (I) NO PERSON MAY BENEFICIALLY OR
CONSTRUCTIVELY OWN SHARES OF THE CORPORATION'S COMMON STOCK IN EXCESS OF 9.8%
(BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE
OUTSTANDING COMMON STOCK OF THE CORPORATION; (II) NO PERSON MAY BENEFICIALLY OR
CONSTRUCTIVELY OWN SHARES OF COMMON STOCK THAT WOULD RESULT IN THE CORPORATION
BEING "CLOSELY HELD" UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE
CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (III) NO PERSON MAY TRANSFER
SHARES OF COMMON STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE
CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY
OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES
OF COMMON STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY
THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE
VIOLATED, THE SHARES OF COMMON STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY
TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE
BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND
CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE
BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY
VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF
CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED
ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE
CHARTER OF THE CORPORATION SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE
CHARTER OF THE CORPORATION AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY
OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE
FURNISHED TO EACH HOLDER OF SHARES OF COMMON STOCK ON REQUEST AND WITHOUT
CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE
CORPORATION AT ITS PRINCIPAL OFFICE.

      The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
                                                    
      TEN COM - as tenants in common                   UNIF GIFT MIN ACT                       Custodian
                                                                          --------------------
      TEN ENT - as tenants by the entireties                              (Custodian)                             (Minor)
                                                                          under Uniform Gifts to Minors Act of
      JT TEN  - as joint tenants with right of
                survivorship and not as tenants                           -------------------------------------------------
                in common                                                 (State)




    Additional abbreviations may also be used though not in the above list.

  FOR VALUE RECEIVED,                 DOES HEREBY SELL, ASSIGN AND TRANSFER UNTO
                      ---------------

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE

[                                    ]

- --------------------------------------------------------------------------------
  (Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)


- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
of the 6 1/2% Series L Cumulative Redeemable Preferred Stock represented by the
within Certificate and does hereby irrevocably constitute and appoint


- --------------------------------------------------------------------------------
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated
     ------------------------
                                      X
                                       -----------------------------------------

                                      X
                                       -----------------------------------------

                       NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
                               WITH THE NAMES AS WRITTEN UPON THE FACE OF THE
                               CERTIFICATE IN EVERY PARTICULAR, WITHOUT
                               ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


 Signature(s) Guaranteed





By
  --------------------------------------
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.