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Lexington Realty Trust – ‘8-A12B’ on 12/8/04

On: Wednesday, 12/8/04, at 12:36pm ET · Accession #: 1116679-4-2420 · File #: 1-12386

Previous ‘8-A12B’: ‘8-A12B’ on 6/17/03 · Next & Latest: ‘8-A12B’ on 2/14/07 · 21 References:

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/08/04  Lexington Realty Trust            8-A12B                 1:125K                                   Paul Hastings LLP/FA

Registration of a Class of Securities — Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                 42    166K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Description of Registrant's Securities to Be Registered Exhibits Notice
1	1st Page - Filing Submission
2	Item 1. Description of Registrant's Securities to Be Registered
"	Item 2. Exhibits
42	Notice

8-A12B 1st Page of 42 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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

LEXINGTON CORPORATE PROPERTIES TRUST
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

   Maryland                                 13-3717318
----------------------------------------- --------------------------------------
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)

One Penn Plaza, Suite 4015                                        
New York, New York                              10119     
----------------------------------------- --------------------------------------
(Address of Principal Executive Offices)                 (Zip Code)             

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

Securities Act registration statement file number to which this form relates: 
File No. 333-109393.

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

                                            Name of Each Exchange on Which
Title of Each Class to be So Registered        Each Class is to be Registered   
----------------------------------------- --------------------------------------

6.50% Series C Cumulative Convertible                                           
Preferred Stock, par value $.0001 per                                           
share                                             New York Stock Exchange       
----------------------------------------- --------------------------------------

 Securities to be registered pursuant to Section 12(g) of the Act: None.

8-A12B 2nd Page of 42 TOC 1st Previous Next ↓Bottom Just 2nd
 INFORMATION IN REGISTRATION STATEMENT

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED                

    The information required by this Item 1 is set forth under the
caption "Description of Series C Preferred Shares" contained in the Prospectus  
Supplement dated December 3, 2004, to the Prospectus dated October 22, 2003,    
included as part of the Registration Statement on Form S-3 (File No. 333-109393)
of the Registrant, filed with the Securities and Exchange Commission (the       
"Commission") on October 2, 2003. The Prospectus Supplement is hereby           
incorporated by reference into this registration statement.                     

ITEM 2.  EXHIBITS                                                               

   The following exhibits are filed as part of this registration
statement:                                                                      

3.1     Declaration of Trust of the Registrant (incorporated herein by reference
   to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed
January 16, 1998).                                              

3.2     Bylaws of the Registrant (incorporated herein by reference to Exhibit   
     3.2 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997).                                             

3.3     Amendment No. 1 to Bylaws of the Registrant (incorporated herein by     
      reference to Exhibit 3.3 to the Registrant's Registration Statement on
Form 8-A filed June 17, 2003).                                  

3.4     Articles Supplementary Relating to the 8.05% Series B Cumulative        
     Redeemable Preferred Stock, par value $0.0001 per share (incorporated
   herein by reference to Exhibit 3.4 to the Registrant's Registration
Statement on Form 8-A filed June 17, 2003).                     

3.5     Articles Supplementary Relating to the 6.50% Series C Cumulative        
Convertible Preferred Stock, par value $0.0001 per share.       

4.1     Form of 6.50% Series C Cumulative Convertible Preferred Stock           
certificate.                                                    

2 

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 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, thereto duly authorized.               

                                            LEXINGTON CORPORATE PROPERTIES TRUST

                                 By:   /s/ T. Wilson Eglin
                                              ----------------------------------
                                   Name:   T. Wilson Eglin
                                           Title:  Chief Executive Officer

Date: December 8, 2004                                                          

3 

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                                                                     Exhibit 3.5

LEXINGTON CORPORATE PROPERTIES TRUST

ARTICLES SUPPLEMENTARY

 6.50% SERIES C CUMULATIVE CONVERTIBLE PREFERRED STOCK

         LEXINGTON CORPORATE  PROPERTIES TRUST, a Maryland statutory real estate
investment trust,  having its principal office in Baltimore City,  Maryland (the
"Trust"),  hereby  certifies to the State Department of Assessments and Taxation
of Maryland that:                                                               

         FIRST:  Pursuant  to the  authority  expressly  vested  in the Board of
Trustees of the Trust by Article VI of the  Declaration of Trust,  as amended to
date (the  "Declaration"),  and in accordance with Section 8-203 of the Maryland
REIT Law, the Board of Trustees has adopted  resolutions  (i) duly  dividing and
classifying  3,100,000  authorized but unissued  preferred  shares of beneficial
interest,  par value  $.0001 per share,  of the Trust into a separate  series of
preferred shares of beneficial interest (the "Series C Preferred Shares"),  (ii)
authorizing  the  issuance of up to  3,100,000  shares of the Series C Preferred
Shares, and (iii) pursuant to the powers contained in Section 3.01 the Bylaws of
the Trust and  Section  8-206 of the  Maryland  REIT Law,  appointing  a pricing
committee of the Board of Trustees  (the  "Committee"),  and  delegating  to the
Committee,  to the fullest extent  permitted by Maryland law and the Declaration
and Bylaws of the Trust,  all powers of the Board of  Trustees  with  respect to
designating and setting of the terms of the Series C Preferred Shares, including
preferences,   conversion  or  other  rights,   voting   powers,   restrictions,
limitations  as  to  dividends,   qualifications,  or  terms  or  conditions  of
redemption,  and the price,  and terms and  conditions  upon which shares of the
Series C Preferred Shares are to be offered, sold and issued.                   

         SECOND:  Pursuant to the authority  conferred upon the  Committee,  the
Committee has duly adopted resolutions designating the Series C Preferred Shares
as "6.50% Series C Cumulative  Convertible Preferred Stock, par value $.0001 per
share." and setting forth the terms of the Series C Preferred Shares,  including
preferences,   conversion  or  other  rights,   voting   powers,   restrictions,
limitations  as  to  dividends,   qualifications,  or  terms  or  conditions  of
redemption  and the price,  and terms and  conditions  upon which  shares of the
Series C Preferred Shares are to be offered, sold and issued.                   

         THIRD: The  reclassification  increases the number of shares classified
as  Series  C  Preferred  Shares  from  no  shares   immediately  prior  to  the
reclassification to 3,100,000 shares immediately after the reclassification. The
reclassification  decreases  the  number of shares  classified  as  unclassified
preferred shares of beneficial  interest from 6,840,000 shares immediately prior
to  the   reclassification   to   3,740,000   shares   immediately   after   the
reclassification.                                                               

         FOURTH:  The terms of the Series C Preferred Shares as set by the Board
of  Trustees  and the  Committee,  including  preferences,  conversion  or other
rights,   voting   powers,   restrictions,    limitations   as   to   dividends,
qualifications, or terms or conditions of redemption, are as follows:           

8-A12B 5th Page of 42 TOC 1st Previous Next ↓Bottom Just 5th
Section 1. Number of Shares and Designation.                  

         The Series C Preferred  Shares shall be a series of preferred shares of
beneficial  interest  designated  as  "6.50%  Series  C  Cumulative  Convertible
Preferred  Stock,  par  value  $.0001  per  share",  and the  number  of  shares
constituting such series shall be 3,100,000.                                    

Section 2. Definitions.                                       

         "105%  Trading  Price  Exception"  shall have the  meaning set forth in
Section 12(k) of this Article FOURTH.                                           

         "Board of  Trustees"  shall mean the Board of  Trustees of the Trust or
any  committee  authorized  by such  Board of  Trustees  to  perform  any of its
responsibilities with respect to the Series C Preferred Shares.                 

         "Business  Day" shall mean any day other than a  Saturday,  Sunday or a
day on which state or federally chartered banking  institutions in New York, New
York are not required to be open.                                               

         "Capital Gains Amount" shall have the meaning set forth in Section 3(g)
of this Article FOURTH.                                                         

         "Capital  Stock"  shall have the meaning set forth in Article  NINTH of
the Declaration.                                                                

         "Cash  Amount"  shall have the meaning set forth in Section  6(d)(5) of
this Article FOURTH.                                                            

         "Cash  Settlement  Average  Period" shall have the meaning set forth in
Section 6(d).                                                                   

         "Closing  Sale  Price"  shall mean with  regard to shares of the Common
Stock,  on any date,  the  closing  sale price per share (or if no closing  sale
price is  reported,  the  average of the  closing bid and ask prices or, if more
than one in either case, the average of the average  closing bid and the average
closing  ask prices) on such date as reported  on the  principal  United  States
national or regional securities exchange on which shares of the Common Stock are
traded  or, if  shares of the  Common  Stock are not  listed on a United  States
national  or  regional  securities  exchange,  as  reported  by Nasdaq or by the
National Quotation Bureau  Incorporated,  or in the absence of such a quotation,
the Trust shall determine the closing sale price, in good faith, on the basis of
such  quotations  and  other  information  as it  considers,  in its  reasonable
judgment, appropriate.                                                          

  "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Common Stock" shall mean the common stock, par value $.0001 per share,
of the Trust.                                                                   

         "Conversion  Date" shall have the meaning set forth in Section  6(c) of
this Article FOURTH.                                                            

2 

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         "Conversion Notice" shall have the meaning set forth in Section 6(c) of
this Article FOURTH.                                                            

         "Conversion  Price" shall mean, as of any day, a per share amount equal
to the  quotient  of the  liquidation  preference  amount of a share of Series C
Preferred Shares on that day divided by the Conversion Rate on such day.        

         "Conversion  Rate" shall have the meaning set forth in Section  6(a) of
this Article FOURTH.                                                            

         "Conversion  Retraction  Period"  shall have the  meaning  set forth in
Section 6(d) of this Article FOURTH.                                            

         "Conversion  Right" shall have the meaning set forth in Section 6(a) of
this Article FOURTH.                                                            

         "Conversion  Value"  shall mean an amount  equal to the  product of the
applicable Conversion Rate (as adjusted) multiplied by the arithmetic average of
the Closing Sale Prices of the Common Stock during the Cash Settlement Averaging
Period.                                                                         

         "Current Market Price" shall have the meaning set forth in Section 7(g)
of this Article FOURTH.                                                         

         "Declaration" shall have the meaning set forth in Article FIRST hereof.

         "Distributed  Assets"  shall have the meaning set forth in Section 7(d)
of this Article FOURTH.                                                         

         "Dividend  Payment  Date" shall  mean,  with  respect to each  Dividend
Period,  the fifteenth day of February,  May,  August and November of each year,
commencing on February 15, 2005.                                                

         "Dividend Period" shall mean the respective  periods  commencing on and
including  January 1,  April 1, July 1 and  October 1 of each year and ending on
and including the day  preceding the first day of the next  succeeding  Dividend
Period  (other than the initial  Dividend  Period,  which shall  commence on the
Original Issue Date and end on and include December 31, 2004).                  

         "Dividend  Record Date" shall mean the date  designated by the Board of
Trustees for the payment of dividends  that is not more than 30 nor less than 10
days prior to the applicable Dividend Payment Date.                             

         "Dividend  Threshold  Amounts"  shall mean the amounts set forth in the
table below;  provided,  however that the Dividend Threshold Amounts are subject
to adjustment  under the same  circumstances  and by the same  mechanisms  under
which the  Conversion  Rate is subject to adjustment  pursuant to Sections 7(a),
7(b), 7(c) and 7(d) of this Article FOURTH.                                     

$0.36 per common share through and including November 15, 2005
         $0.37 per  common  share  from  November  16,  2005 thru and  including
November 15, 2006                                             
$0.38 per common share thereafter                             

3 

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         "DTC" shall have the meaning set forth in Section  6(c) of this Article
FOURTH.                                                                         

         "Equity  Stock"  shall have the meaning set forth in Article  EIGHTH of
the Declaration.                                                                

         "Event"  shall have the meaning set forth in Section 5 of this  Article
FOURTH.                                                                         

         "Excess Stock" shall have the meaning set forth in Article NINTH of the
Declaration.                                                                    

         "Expiration  Time" shall have the meaning set forth in Section  7(f) of
this Article FOURTH.                                                            

         "Fair Market Value" shall have the meaning set forth in Section 7(g) of
this Article FOURTH.                                                            

         "Fundamental  Change" shall have the meaning set forth in Section 12(j)
of this Article FOURTH.                                                         

         "Fundamental  Change  Repurchase Date" shall have the meaning set forth
in Section 12(a) of this Article FOURTH.                                        

         "Fundamental  Change Repurchase Price" shall have the meaning set forth
in Section 12(a) of this Article FOURTH.                                        

         "Liquidation  Preference Conversion Settlement Election" shall have the
meaning set forth in Section 6(d) of this Article FOURTH.                       

         "Nasdaq"  shall  mean  National   Association  of  Securities   Dealers
Automated Quotation System.                                                     

         "Non-electing  Share"  shall have the meaning set forth in Section 8(c)
of this Article FOURTH.                                                         

         "Notice"  shall  have the  meaning  set forth in  Section  6(b) of this
Article FOURTH.                                                                 

         "OP Units" shall mean operating  partnership units of Lepercq Corporate
Income Fund L.P.,  Lepercq  Corporate  Income Fund II L.P. and Net 3 Acquisition
L.P. not owned by the Trust or any of its consolidated subsidiaries and which by
their  terms of  issuance  are  exchangeable  for  shares of  Common  Stock on a
one-to-one basis.                                                               

"Original Issue Date" shall mean December 8, 2004.            

         "Ownership  Limit" shall have the meaning set forth in Article NINTH of
the Declaration.                                                                

         "Parity  Preferred"  shall have the  meaning  set forth in Section 5 of
this Article FOURTH.                                                            

4 

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         "Preferred  Dividend  Default"  shall  have the  meaning  set  forth in
Section 5 of this Article FOURTH.                                               

         "Preferred  Trustees"  shall have the meaning set forth in Section 5 of
this Article FOURTH.                                                            

         "Public Acquirer Change of Control" shall have the meaning set forth in
Section 11(f) of this Article FOURTH.                                           

         "Public  Acquirer  Common  Stock"  shall have the  meaning set forth in
Section 12(g) of this Article FOURTH.                                           

         "Record  Date" shall have the meaning set forth in Section 7(g) of this
Article FOURTH.                                                                 

         "Reference  Period" shall have the meaning set forth in Section 7(d) of
this Article FOURTH.                                                            

         "Repurchase Right" shall have the meaning set forth in Section 12(a) of
this Article FOURTH.                                                            

         "Series B Preferred  Shares"  shall mean the 8.05%  Series B Cumulative
Redeemable Preferred Shares, par value $.0001 per share, of the Trust.          

         "Settlement  Notice Period" shall have the meaning set forth in Section
6(d) of this Article FOURTH.                                                    

         "Series C Preferred Shares" shall have the meaning set forth in Article
FIRST hereof.                                                                   

         "Spin-Off"  shall have the  meaning  set forth in Section  7(d) of this
Article FOURTH.                                                                 

         "Total Dividends" shall have the meaning set forth in Section 3 of this
Article FOURTH.                                                                 

         "Trading  Day"  shall  mean a day during  which  trading in  securities
generally  occurs on the New York Stock  Exchange or, if the Common Stock is not
listed on the New York Stock  Exchange,  on the  principal  other United  States
national  or  regional  securities  exchange  on which the Common  Stock is then
listed or, if the  Common  Stock is not listed on a United  States  national  or
regional securities exchange, on Nasdaq or, if the Common Stock is not quoted on
Nasdaq, on the principal other market on which the Common Stock is then traded. 

         "Trust"  shall  have the  meaning  set forth in the  preamble  to these
Articles Supplementary.                                                         

         "Trust  Conversion  Option" shall have the meaning set forth in Section
6(b) of this Article FOURTH.                                                    

         "Trust  Conversion  Option  Date"  shall have the  meaning set forth in
Section 6(b) of this Article FOURTH.                                            

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         "Undisrupted  Trading Day" shall mean a Trading Day on which trading of
shares of Common Stock does not experience  any of the following  during the one
hour period ending at the conclusion of the regular Trading Day:                

                      (1) any suspension of or limitation imposed on the trading
of shares of Common Stock on any United States  national or regional  securities
exchange or association or over-the-counter market;                             

                      (2) any event  (other  than an event  listed in clause (3)
below) that disrupts or impairs the ability of market participants in general to
(i) effect transactions in or obtain market values for shares of Common Stock on
any  relevant  United  States  national  or  regional   securities  exchange  or
association or over-the-counter  market or (ii) effect transactions in or obtain
market  values for  futures or options  contracts  relating  to shares of Common
Stock on any relevant United States national or regional  securities exchange or
association or over-the-counter market; or                                      

                      (3)  any  relevant  United  States  national  or  regional
securities exchange or association or over-the-counter market on which shares of
Common Stock trade closes on any Trading Day prior to its scheduled closing time
unless such earlier  closing time is announced by the exchange at least one hour
prior to the  earlier of (i) the actual  closing  time for the  regular  trading
session  on such  exchange  or (ii) the  submission  deadline  for  orders to be
entered into the exchange for execution on such Trading Day.                    

Section 3. Dividends and Distributions.                       

                (a)  Subject to the  preferential  rights of the  holders of any
class or series of  Capital  Stock of the Trust  ranking  senior to the Series C
Preferred  Shares as to dividends,  the holders of the Series C Preferred Shares
shall be entitled to receive, when, as and if declared by the Board of Trustees,
out of funds legally  available for the payment of  dividends,  cumulative  cash
dividends  at the rate of 6.50% per annum of the $50.00  liquidation  preference
per share of the Series C  Preferred  Shares  (equivalent  to the annual rate of
$3.25 per share of the Series C Preferred  Shares).  Such dividends shall accrue
and be  cumulative  from and  including  the  Original  Issue  Date and shall be
payable quarterly in arrears on each Dividend Payment Date,  commencing February
15, 2004 in respect of the quarterly distribution periods ending on December 31,
March 31, June 30, and September 30, respectively;  provided,  however,  that if
any Dividend  Payment Date is not a Business Day, then the dividend  which would
otherwise  have been  payable on such  Dividend  Payment Date may be paid on the
next  succeeding  Business Day with the same force and effect as if paid on such
Dividend  Payment Date,  and no interest or  additional  dividends or other sums
shall  accrue on the amount so payable from such  Dividend  Payment Date to such
next  succeeding  Business  Day. The dividend  payable on the Series C Preferred
Shares on February 15, 2005 shall be a pro rata dividend from the Original Issue
Date to December 31, 2004 in the amount of $0.2167 per share.  The amount of any
dividend  payable on the Series C Preferred Shares for each full Dividend Period
shall be computed by dividing the annual dividend by four (4). The amount of any
dividend  payable on the Series C  Preferred  Shares  for any  partial  Dividend
Period other than the initial  Dividend Period shall be prorated and computed on
the basis of a 360-day year  consisting of twelve 30-day months.  Dividends will
be payable to holders of record as they appear in the stockholder records of the
Trust at the                                                                    

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close of business on the  applicable  Dividend  Record Date,  which shall be a  
date determined by the Board of Trustees that is not more than thirty (30) days 
nor less than ten (10) days before the Dividend Payment Date.                   

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

                (c)  Notwithstanding  anything contained herein to the contrary,
dividends on the Series C Preferred Shares shall accrue whether or not the Trust
has earnings,  whether or not there are funds legally  available for the payment
of such dividends, and whether or not such dividends are declared.              

                (d)  Except as  provided  in Section  3(e)  below,  unless  full
cumulative  dividends  on the Series C  Preferred  Shares for all past  dividend
periods   and  the  then   current   dividend   period   shall   have   been  or
contemporaneously are declared and paid in cash or declared and a sum sufficient
for the payment thereof in cash is set apart for such payment, (i) no dividends,
other than  distributions  in kind on the Common Stock or other  capital  shares
ranking  junior to the Series C Preferred  Shares as to  distributions  and upon
liquidation,  shall be  declared  or paid or set apart for  payment and no other
dividend  or  distribution  of cash or other  property  may be declared or made,
directly or indirectly, on or with respect to any shares of Common Stock, Series
B Preferred  Shares or shares of any other  class or series of Capital  Stock of
the Trust ranking,  as to dividends,  on a parity with or junior to the Series C
Preferred  Shares (other than pro rata dividends on Series B Preferred Shares or
other preferred shares ranking on parity as to  distributions  with the Series C
Preferred  Shares) for any period,  nor (ii) shall any shares of Common Stock or
any  other  shares of any other  class or series of  Capital  Stock of the Trust
ranking, as to dividends or upon liquidation,  on a parity with or junior to the
Series C Preferred Shares,  including without  limitation the Series B Preferred
Shares, be redeemed,  purchased or otherwise  acquired for any consideration (or
any moneys be paid to or made available for a sinking fund for the redemption of
any such shares) by the Trust (except by  conversion  into or exchange for other
shares of any class or series of Capital  Stock of the Trust  ranking  junior to
the Series C Preferred  Shares as to dividends and upon  liquidation  and except
for the  acquisition  of shares made pursuant to the provisions of Article NINTH
of the Declaration).                                                            

                (e) When dividends are not paid in full (or a sum sufficient for
such full  payment is not so set apart) upon the Series C  Preferred  Shares and
the  shares  of any  other  class or  series of  Capital  Stock  ranking,  as to
dividends,  on a parity with the Series C Preferred Shares,  including,  without
limitation the Series B Preferred Shares, all dividends declared upon the Series
C Preferred Shares and each such other class or series of Capital Stock ranking,
as to  dividends,  on a parity  with the Series C  Preferred  Shares  including,
without limitation the Series B Preferred Shares,  shall be declared pro rata so
that the amount of dividends declared per share of Series C Preferred Shares and
such  other  class or series of  Capital  Stock  shall in all cases bear to each
other the same ratio that accrued  dividends per share on the Series C Preferred

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8-A12B 11th Page of 42 TOC 1st Previous Next ↓Bottom Just 11th
Shares and such other class or series of Capital  Stock (which shall not include
any  accrual  in respect of unpaid  dividends  on such other  class or series of
Capital  Stock for  prior  dividend  periods  if such  other  class or series of
Capital  Stock  does 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 the Series C Preferred  Shares which may be
in arrears.                                                                     

                (f) Holders of shares of Series C Preferred  Shares shall not be
entitled to any dividend, whether payable in cash, property or shares of Capital
Stock, in excess of full cumulative  dividends on the Series C Preferred  Shares
as provided  herein.  Any dividend payment made on the Series C Preferred Shares
shall first be credited  against the earliest  accrued but unpaid  dividends due
with  respect  to  such  shares  which  remains  payable.   Accrued  but  unpaid
distributions  on the  Series  C  Preferred  Shares  will  accumulate  as of the
Dividend Payment Date on which they first become payable.                       

                (g) If, for any taxable  year,  the Trust elects to designate as
"capital gain dividends" (as defined in Section 857 of the Code or any successor
revenue code or section) any portion (the "Capital  Gains  Amount") of the total
dividends (as  determined for United States federal income tax purposes) paid or
made  available  for such  taxable  year to holders of all classes and series of
Capital  Stock (the "Total  Dividends"),  then the portion of the Capital  Gains
Amount that shall be allocable to holders of Series C Preferred  Shares shall be
in the same  proportion  that the Total  Dividends paid or made available to the
holders of Series C Preferred  Shares for such  taxable  year bears to the Total
Dividends  for such  taxable  year made with respect to all classes or series of
Capital Stock outstanding.                                                      

Section 4. Liquidation Preference.                            

         Upon  any  voluntary  or   involuntary   liquidation,   dissolution  or
winding-up of the affairs of the Trust, before any distribution or payment shall
be made to  holders  of shares of Common  Stock or any other  class or series of
Capital Stock of the Trust  ranking,  as to  liquidation  rights,  junior to the
Series C Preferred  Shares,  the holders of shares of Series C Preferred  Shares
(and of the Excess Stock converted from Series C Preferred Shares, if any) shall
be  entitled  to be paid out of the assets of the Trust  legally  available  for
distribution to its  stockholders a liquidation  preference of $50.00 per share,
plus an amount equal to any accrued and unpaid  dividends to the date of payment
(whether or not declared). In the event that, upon such voluntary or involuntary
liquidation,  dissolution or winding-up,  the available  assets of the Trust are
insufficient  to  pay  the  amount  of  the  liquidating  distributions  on  all
outstanding  shares of Series C Preferred Shares (and the Excess Stock converted
from Series C Preferred Shares, if any) and the corresponding amounts payable on
all shares of other classes or series of Capital Stock of the Trust ranking,  as
to liquidation rights, on a parity with the Series C Preferred Shares, including
without limitation the Series B Preferred Shares, in the distribution of assets,
then the  holders  of the  Series C  Preferred  Shares  (and  the  Excess  Stock
converted from Series C Preferred  Shares,  if any) and each such other class or
series of shares of Capital Stock ranking, as to liquidation rights, on a parity
with the Series C Preferred Shares,  including  without  limitation the Series B
Preferred  Shares,  shall share  ratably in any such  distribution  of assets in
proportion to the full  liquidating  distributions to which they would otherwise
be respectively entitled. Written notice of any such liquidation, dissolution or
winding up of the Trust,  stating the payment date or dates when,  and the place
or places  where,  the  amounts  distributable  in such  circumstances  shall be
payable,  shall                                                                 

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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
shares of Series C Preferred  Shares (and the Excess Stock converted from Series
C Preferred Shares,  if any) at the respective  addresses of such holders as the
same shall appear on the stock transfer  records of the Trust.  After payment of
the full amount of the liquidating distributions to which they are entitled, the
holders of Series C Preferred Shares (and the Excess Stock converted from Series
C Preferred  Shares, if any) will have no right or claim to any of the remaining
assets of the Trust.  The  consolidation or merger of the Trust with or into any
other trust,  corporation or entity, or the sale, lease,  transfer or conveyance
of all or substantially all of the property or business of the Trust,  shall not
be deemed to constitute a liquidation,  dissolution or winding-up of the affairs
of the Trust.                                                                   

Section 5.        Voting Rights.                                                

                (a) Holders of the Series C Preferred  Shares shall not have any
voting  rights,  except as provided by  applicable  law and as set forth in this
Section 5.                                                                      

                (b)  Whenever  dividends  on any  shares of  Series C  Preferred
Shares  shall  be in  arrears  for six or more  consecutive  or  non-consecutive
quarterly periods (a "Preferred Dividend Default"), the holders of such Series C
Preferred  Shares  (voting as a single class with all other classes or series of
parity  preferred  stock of the Trust upon which like  voting  rights  have been
conferred and are exercisable  ("Parity  Preferred"))  shall be entitled to vote
for the  election  of a total  of two  additional  trustees  of the  Trust  (the
"Preferred  Trustees") at the next annual  meeting of  stockholders  and at each
subsequent  meeting until all dividends  accumulated  on such Series C Preferred
Shares and Parity  Preferred for the past dividend  periods and 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 such case,  the entire Board of
Trustees will be increased by two trustees.  Notwithstanding the foregoing,  if,
prior to the election of any additional trustees in the manner set forth herein,
all accumulated  dividends are paid on the Series C Preferred Shares, the Series
B Preferred Shares and all other Parity Preferred,  no such additional  trustees
shall be so elected. If and when all accumulated  dividends shall have been paid
on such Series C Preferred Shares and all classes or series of Parity Preferred,
the right of the holders of Series C Preferred  Shares and the Parity  Preferred
to elect the Preferred Trustees shall immediately cease (subject to revesting in
the event of each and every Preferred Dividend Default),  and the term of office
of each Preferred Trustee so elected shall immediately  terminate and the entire
Board of Trustees shall be reduced accordingly.  So long as a Preferred Dividend
Default shall continue,  any vacancy in the office of a Preferred Trustee may be
filled by written consent of the Preferred  Trustee  remaining in office,  or if
none remains in office,  by a vote of the holders of record of a majority of the
outstanding  Series C Preferred  Shares and Parity  Preferred when they have the
voting rights  described  above (voting as a single class with all other classes
or series of Parity Preferred). Each of the Preferred Trustees shall be entitled
to one vote on any matter.                                                      

                (c) So long as any shares of Series C  Preferred  Shares  remain
outstanding, the affirmative vote or consent of the holders of two-thirds of the
shares of Series C  Preferred  Shares and each  other  class or series of Parity
Preferred,  outstanding  at the time,  given in  person  or by proxy,  either in
writing or at a meeting  (voting as a single  class)  will be  required  to: (i)
authorize or create,  or increase the  authorized or issued amount of, any class
or series of Capital Stock ranking senior to the Series C Preferred  Shares with
respect to payment of dividends or the                                          

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distribution  of assets  upon  liquidation,  dissolution  or  winding-up  of the
affairs of the Trust or reclassify any authorized shares of Capital Stock of the
Trust into such Capital Stock,  or create,  authorize or issue any obligation or
security  convertible  into or evidencing the right to purchase any such Capital
Stock; or (ii) amend, alter or repeal the provisions of the Declaration or these
Articles Supplementary, whether by merger, consolidation, transfer or conveyance
of all or  substantially  all of its assets or otherwise (an "Event"),  so as to
materially and adversely affect any right, preference, privilege or voting power
of the Series C Preferred Shares or the holders thereof; provided, however, with
respect to the occurrence of any of the Events set forth in (ii) above,  so long
as the Series C Preferred  Shares  remains  outstanding  with the terms  thereof
materially unchanged, taking into account that, upon the occurrence of an Event,
the Trust may not be the surviving  entity,  the  occurrence of such Event shall
not be deemed to  materially  and  adversely  affect such  rights,  preferences,
privileges or voting power of holders of Series C Preferred Shares,  and in such
case  such  holders  shall  not have  any  voting  rights  with  respect  to the
occurrence  of any of the Events set forth in (ii)  above.  Holders of shares of
Series C Preferred  Shares shall not be entitled to vote with respect to (A) any
increase,  decrease  or  issuance  from  time to time of any  class or series of
Capital Stock of the Trust (including the Series C Preferred Shares), or (B) the
creation or issuance  from time to time of any  additional  classes or series of
Capital Stock,  in each case referred to in clause (A) or (B) above ranking on a
parity  with or junior to the  Series C  Preferred  Shares  with  respect to the
payment  of  dividends  and  the   distribution  of  assets  upon   liquidation,
dissolution or winding up.                                                      

                (d) The foregoing voting  provisions of this Section 5 shall not
apply if, at or prior to the time when the act with  respect  to which such vote
would otherwise be required shall be effected,  all outstanding shares of Series
C  Preferred  Shares are subject to the  Company  Conversion  Option upon proper
notice  and  sufficient  Common  Stock (or if the Trust has  elected to make the
settlement  in cash,  sufficient  funds)  shall have been  deposited in trust to
effect such Company Conversion Option.                                          

                (e) In any  matter in which the  Series C  Preferred  Shares may
vote (as expressly  provided herein or as may be required by law), each share of
Series  C  Preferred  Shares  shall  be  entitled  to one  vote  per  $25.00  of
liquidation preference (or two (2) votes per $50.00 of liquidation preference). 

Section 6. Conversion                                         

(a) Conversion Rights.                          

                      (1) Subject to and upon  compliance with the provisions of
this  Section  6, a holder of any share or shares of Series C  Preferred  Shares
shall have the right,  at its  option,  to  convert  all or any  portion of such
holder's outstanding Series C Preferred Shares (the "Conversion Right"), subject
to  the  conditions   described  below,  into  the  number  of  fully  paid  and
non-assessable  shares of Common Stock  initially at a conversion rate of 1.8643
shares of Common  Stock  per  $50.00  liquidation  preference  (the  "Conversion
Rate"),  which is equivalent  to an initial  Conversion  Price of  approximately
$26.82 per common share (subject to adjustment in accordance with the provisions
of Section 7 of this Article FOURTH);  provided,  however,  that the Trust shall
have the right to elect to deliver cash or a  combination  of cash and shares of
Common Stock in lieu of shares of Common Stock in accordance with the provisions
of Section                                                                      

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6 of this Article  FOURTH.  Such holder shall  surrender to the Trust           
such Series C Preferred Shares to be converted in accordance with the provisions
in paragraph (b) and (c) of this Section 6, as applicable.                      

                      (2) In  connection  with the  conversion  of any  Series C
Preferred Shares,  no fractional shares of Common Stock will be issued,  but the
Trust shall pay a cash  adjustment in respect of any  fractional  interest in an
amount equal to the fractional  interest multiplied by the Closing Sale Price on
the  Trading  Day  immediately  prior  to the  Conversion  Date  or the  Company
Conversion  Option  Date.  If more than one  Series C  Preferred  Share  will be
surrendered  for  conversion by the same holder at the same time,  the number of
full shares of Common Stock  issuable on  conversion of those Series C Preferred
Shares will be  computed on the basis of the total  number of Series C Preferred
Shares so surrendered.                                                          

                      (3) A holder of Series C Preferred  Shares is not entitled
to any  rights  of a holder of shares of Common  Stock  until  that  holder  has
converted  its Series C  Preferred  Shares,  and only to the extent the Series C
Preferred  Shares are deemed to have been converted to shares of Common Stock in
accordance with the provisions of this Section 6.                               

                      (4) The Trust  shall,  prior to  issuance  of any Series C
Preferred Shares hereunder,  and from time to time as may be necessary,  reserve
and keep  available,  free from  preemptive  rights,  out of its  authorized but
unissued Common Stock, for the purpose of effecting the conversion of the Series
C Preferred  Shares,  such number of its duly  authorized  Common Stock as shall
from  time to time be  sufficient  to  effect  the  conversion  of all  Series C
Preferred  Shares then  outstanding into such Common Stock at any time (assuming
that, at the time of the  computation  of such number of Common Stock,  all such
Series C Preferred Shares would be held by a single holder). The Trust covenants
that all Common Stock which may be issued upon  conversion of Series C Preferred
Shares shall upon issue be fully paid and  nonassessable and free from all liens
and charges and,  except as provided in Section 6(c),  taxes with respect to the
issue thereof. The Trust further covenants that, if at any time the Common Stock
shall be listed on the New York Stock Exchange or any other national  securities
exchange or quoted on the Nasdaq  National  Market or Nasdaq  SmallCap Market or
any other automated  quotation system, the Trust will, if permitted by the rules
of such exchange or automated  quotation system, list and keep listed or quoted,
so long as the Common  Stock  shall be so listed or quoted on such  exchange  or
automated  quotation  system,  all Common Stock issuable upon  conversion of the
Series C Preferred Shares.  Before the delivery of any securities that the Trust
shall be obligated to deliver upon conversion of the Series C Preferred  Shares,
the  Trust  shall  comply  with  all  applicable  federal  and  state  laws  and
regulations that require action to be taken by the Trust.                       

(b) Company Conversion Option                   

                      (1) On or after  November 16,  2009,  the Trust shall have
the option to cause all of the outstanding  shares of Series C Preferred  Shares
to be  automatically  converted  into that number of shares of Common Stock that
are issuable at the Conversion Rate (as adjusted) ("Company Conversion Option").
The Trust may  exercise the Company  Conversion  Option only if the Closing Sale
Price equals or exceeds 125% of the  Conversion  Price of the Series C Preferred
Shares  for at least  twenty  (20)  Trading  Days in a  period  of  thirty  (30)
consecutive Trading Days (including the last Trading Day of such period), ending
on the Trading                                                                  

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Day prior to the Trust's  issuance of a press release  announcing               
the Company Conversion Option in accordance with this Article FOURTH.           

                      (2) To exercise  the Company  Conversion  Option right set
forth in this Section 6(b), the Trust must issue a press release for publication
on the Dow Jones & Company,  Inc., Business Wire or Bloomberg Business News (or,
if such organizations are not in existence at the time of issuance of such press
release,  such other news or press  organization as is reasonably  calculated to
broadly disseminate the relevant information to the public) prior to the opening
of business on the first Trading Day following any date on which the  conditions
set forth in  Section  6(b)(1)  shall  have been  satisfied,  announcing  such a
Company  Conversion  Option.  The Trust  shall  also  give  notice by mail or by
publication (with subsequent prompt notice by mail) to the holders of the Series
C Preferred  Shares  ("Notice")  (not more than four (4) Trading  Days after the
date of the press  release)  of the Company  Conversion  Option  announcing  the
Trust's  intention to exercise the Company  Conversion  Option.  The Trust shall
select a conversion  date (the "Company  Conversion  Option  Date"),  which date
shall be no more  than five (5) days  after  the date on which the Trust  issues
such press release. In addition to any information required by applicable law or
regulation,  the press release and Notice of a Company  Conversion  Option shall
state, as appropriate:  (i) the Company  Conversion Option Date; (ii) the number
of  shares  of  Common  Stock to be  issued  upon  conversion  of each  Series C
Preferred Share;  (iii) the number of Series C Preferred Shares to be converted;
and (iv) that  dividends on the Series C Preferred  Shares to be converted  will
cease to accrue on the Company Conversion Option Date.                          

                      (3) In addition to the Company Conversion Option Right set
forth in this Section  6(b),  if there are fewer than 25,000  shares of Series C
Preferred Shares outstanding, the Trust shall have the option, at any time on or
after November 16, 2009, to cause all of the outstanding  shares of the Series C
Preferred  Shares to be  automatically  converted  into that number of shares of
Common Stock equal to $50.00 (the  liquidation  preference per share of Series C
Preferred  Shares) divided by the lesser of (i) the then  prevailing  Conversion
Price and (ii) the Current  Market Price for the five Trading Day period  ending
on the second Trading Day  immediately  prior to the Company  Conversion  Option
Date.  The  provisions  of Section  6(b) shall apply to the  Company  Conversion
Option Right set forth in this subparagraph  (6(b)(3),  provided,  however, that
(1) the Company  Conversion  Option Date shall not be less than 15 days nor more
than 30 days after the date on which the Trust issues a press release announcing
such Company  Conversion  Option and (2) the press release and notice of Company
Conversion  Option  shall not state the  number of shares of Common  Stock to be
issued upon conversion of each share of Series C Preferred Shares.              

                      (4) Subject to the terms of Section 6(b)(8), upon exercise
of the Company  Conversion Option and surrender of the Series C Preferred Shares
by a holder  thereof,  the Trust  shall  issue and shall  deliver or cause to be
issued and  delivered to such holder,  or to such other person on such  holder's
written order (a) certificates  representing the number of validly issued, fully
paid and  non-assessable  full  shares of Common  Stock to which a holder of the
Series C Preferred Shares being  converted,  or a holder's  transferee,  will be
entitled and (b) any  fractional  interest in respect of a share of Common Stock
arising upon such conversion shall be settled as provided in Section 6(a)(2).   

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                      (5) Each  conversion  shall be deemed to have been made at
the close of business on the Company  Conversion  Option Date so that the rights
of the holder thereof as to the Series C Preferred  Shares being  converted will
cease except for the right to receive the Conversion  Value, and, if applicable,
the person  entitled to receive  shares of Common  Stock will be treated for all
purposes as having  become the record  holder of those shares of Common Stock at
that time.                                                                      

                      (6) In lieu of the foregoing  procedures,  if the Series C
Preferred Shares are held in global form, each holder of beneficial  interest in
Series C Preferred  Shares must comply  with the  procedures  of The  Depository
Trust Company ("DTC") to convert such holder's beneficial interest in respect of
the  Series C  Preferred  Shares  evidenced  by a global  share of the  Series C
Preferred Shares.                                                               

                      (7) In  case  any  Series  C  Preferred  Shares  are to be
converted  pursuant to this Section  6(b),  such holder's  right to  voluntarily
convert its Series C Preferred  Shares shall  terminate  at 5:00 p.m.,  New York
City time,  on the  Trading Day  immediately  preceding  the Company  Conversion
Option Date.                                                                    

                      (8)  Notwithstanding any other provision contained herein,
in  connection  with the Trust's  election to  exercise  the Company  Conversion
Option  under  this  Section  6(b),  the Trust  shall have the right to elect to
deliver to holders of shares of Series C  Preferred  Shares in lieu of shares of
Common Stock,  an equivalent  amount of cash or a combination of cash and shares
of Common Stock generally in accordance  with Section 6(d) without  reference to
those provisions  applicable  solely to a Conversion Right,  including,  without
limitation, Sections 6(d)(4)(ii) and 6(d)(4)(iii),  which are only applicable to
a Conversion Right.                                                             

(c) Conversion Right Procedures                 

                      (1) In order to exercise a Conversion  Right,  a holder of
the  Series  C  Preferred  Shares  may  convert  any or all of  such  shares  by
surrendering  to the  Trust at its  principal  office  or at the  office  of the
transfer agent of the Trust, as may be designated by the Board of Trustees,  the
certificate or  certificates  for the Series C Preferred  Shares to be converted
accompanied  by a written  notice  stating that the holder of Series C Preferred
Shares  elects to convert all or a  specified  whole  number of those  shares in
accordance  with this Section 6(c) and specifying the name or names in which the
holder wishes the certificate or certificates  for the shares of Common Stock to
be issued ("Conversion Notice"). In case the notice specifies that the shares of
Common  Stock are to be issued in a name or names  other than that of the holder
of Series C Preferred Shares,  the notice shall be accompanied by payment of all
transfer  taxes payable upon the issuance of shares of Common Stock in that name
or names. Other than those taxes, the Trust shall pay any documentary,  stamp or
similar  issue or transfer  taxes that may be payable in respect of any issuance
or delivery of shares of Common Stock upon  conversion of the Series C Preferred
Shares.                                                                         

                      (2) As promptly as practicable  after the surrender of the
certificate or certificates for the Series C Preferred Shares as aforesaid,  the
receipt of the Conversion  Notice and payment of all required transfer taxes, if
any, or the demonstration to the Trust's satisfaction that those taxes have been
paid,  subject to the terms of Section  6(d),  the Trust  shall                 

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issue and shall deliver or cause to be issued and  delivered to such holder,  or
to  such  other  person  on  such  holder's   written  order  (a)   certificates
representing the number of validly issued,  fully paid and  non-assessable  full
shares of Common  Stock to which the  holder of the  Series C  Preferred  Shares
being converted, or the holder's transferee,  will be entitled, (b) if less than
the full  number of  Series C  Preferred  Shares  evidenced  by the  surrendered
certificate  or   certificates  is  being   converted,   a  new  certificate  or
certificates,  of like  tenor,  for the  number of shares of Series C  Preferred
Shares evidenced by the surrendered certificate or certificates, less the number
of shares being converted and (c) any fractional  interest in respect of a share
of Common  Stock  arising upon such  conversion  shall be settled as provided in
Section 6(a)(2).                                                                

                      (3) Each  conversion  shall be deemed to have been made at
the close of business on the date of giving the notice and of  surrendering  the
certificate or  certificates  representing  the shares of the Series C Preferred
Shares to be converted (the "Conversion  Date") so that the rights of the holder
thereof as to the Series C Preferred  Shares being  converted  will cease except
for the right to receive the Conversion  Value,  and, if applicable,  the person
entitled to receive  shares of Common  Stock will be treated for all purposes as
having become the record holder of those shares of Common Stock at that time.   

                      (4) In lieu of the foregoing  procedures,  if the Series C
Preferred Shares are held in global form, each holder of beneficial  interest in
Series C Preferred  Shares must comply  with the  procedures  of The  Depository
Trust Company ("DTC") to convert such holder's beneficial interest in respect of
the  Series C  Preferred  Shares  evidenced  by a global  share of the  Series C
Preferred Shares.                                                               

                      (5) If a holder of Series C Preferred Shares has exercised
its right to require the Trust to repurchase shares of Series C Preferred Shares
in  accordance  with Section 12 hereof,  such  holder's  Conversion  Rights with
respect to the Series C Preferred  Shares so subject to repurchase  shall expire
at 5:00PM,  New York City time,  on the Trading Day  immediately  preceding  the
repurchase date, unless the Trust defaults on the payment of the purchase price.
If a holder  of Series C  Preferred  Shares  has  submitted  any such  share for
repurchase,  such share may be converted only if such holder submits a notice of
withdrawal or complies with applicable DTC procedures.                          

(d) Settlement Upon Conversion                  

                      (1) Pursuant to the  procedures  set forth in this Section
6(d),  upon a  conversion,  the  Trust  shall  have  the  right to  deliver  the
Conversion Value, in lieu of shares of Common Stock, in cash or a combination of
cash and shares of Common Stock.                                                

                      (2) The Trust can elect at any time to obligate  itself to
satisfy solely in cash the portion of the Conversion Value that is equal to 100%
of the  liquidation  preference  amount of shares of Series C Preferred  Shares,
with any  remaining  amount of the  Conversion  Value to be  satisfied  in cash,
shares of Common Stock or a combination  of cash and shares of Common Stock,  at
the  Trust's  election.  If the Trust  elects to do so, the Trust  shall  notify
holders of the Series C Preferred  Shares at any time that the Trust  intends to
settle  in cash  the  portion  of the  Conversion  Value  that is  equal  to the
liquidation  preference  amount  of shares of  Series C  Preferred  Shares  (the
"Liquidation  Preference  Conversion Settlement  Election").  This              

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notification,  once provided to holders of Series C Preferred  Shares,  shall be
irrevocable  and  shall  apply to  future  conversions  of  shares  of  Series C
Preferred  Shares even if such shares cease to be convertible  but  subsequently
become convertible again.                                                       

                      (3)  Except to the extent  the Trust  makes a  Liquidation
Preference  Conversion  Settlement Election,  the Trust shall not be required to
notify holders of shares of Series C Preferred Shares of the method for settling
the Trust's  conversion  obligation  relating to the Conversion Value or, if the
Trust shall have made a Liquidation  Preference  Conversion Settlement Election,
the excess of the Trust's conversion  obligation  relating to the portion of the
Conversion  Value above the  liquidation  preference  amount,  if any, until the
shares of Series C Preferred Shares are submitted for conversion.               

                      (4) If the  Trust  receives  a  Conversion  Notice  from a
holder of Series C Preferred Shares, the following procedures shall apply:      

                          (i)  Settlement of the Trust's  conversion  obligation
               that is equal to 100% of the  liquidation  preference  amount  of
               Series C Preferred  Shares shall be according to the  Liquidation
              Preference Conversion Settlement Election, if any, already made.

                          (ii) The Trust shall provide  Notice to any holders of
               Series C Preferred Shares  exercising a Conversion  Right, at any
               time on the date that is three Trading Days following  receipt of
               such holder's Conversion Notice (the "Settlement Notice Period"),
               if the Trust elects to settle its  conversion  obligation  in any
               method other than the issuance  solely of shares of Common Stock,
               and such notice  shall set forth the method the Trust  chooses to
               settle  its  conversion  obligation  or,  if the Trust has made a
               Liquidation Preference Conversion Settlement Election, the method
               the  Trust  chooses  to  settle  the  excess  of  its  conversion
               obligation.   In  addition,  the  Trust  shall  indicate  whether
               settlement of any excess conversion  obligation will be solely in
               shares of Common Stock,  solely in cash or a combination  of cash
               and  shares of Common  Stock.  If the Trust  elects to settle the
               conversion  obligation  in a  combination  of cash and  shares of
               Common  Stock,  the Trust  shall  specify the  percentage  of the
               conversion   obligation  relating  to  the  shares  of  Series  C
               Preferred Shares  surrendered for conversion that the Trust shall
               pay in cash.  Any  portion of the Trust's  conversion  obligation
               which  the  Trust has not  decided  to  settle  in cash  shall be
               settled in shares of Common  Stock  (except  that the Trust shall
               pay cash in lieu of issuing  any  fractional  shares).  The Trust
               shall treat all holders of Series C Preferred  Shares  converting
               on the same Trading Day in the same manner.  The Trust shall not,
               however, have any obligation to settle its conversion obligation,
               except to the extent the Trust has made a Liquidation  Preference
               Conversion Settlement Election, arising on different Trading Days
in the same manner.                               

               No  Notice  shall  be  required  if the  Trust  is  settling  its
               conversion  obligation solely in Common Stock (other than cash in
lieu of issuing fractional shares).               

                          (iii) If the Trust  timely  elects to pay cash for any
               portion  of the  conversion  obligation,  the  holder of Series C
               Preferred  Shares may retract its  Conversion  Notice at any time
               during the two  Trading Day period  beginning  on the Trading Day
after                                             

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               the final day of the  Settlement  Notice Period (the  "Conversion
               Retraction  Period");  no  such  retraction  can be  made  (and a
               Conversion  Notice  shall be  irrevocable)  if the Trust does not
               elect to deliver  cash in lieu of shares of Common  Stock  (other
               than  cash in lieu of  fractional  shares)  or if the  Trust  has
               previously made a Liquidation  Preference  Conversion  Settlement
Election.                                         

                          (iv)  Settlement  that is  solely  in shares of Common
               Stock of the Trust's conversion obligation shall occur as soon as
               practicable,  but in any event not more than three  Trading  Days
after the Conversion Date.                        

                          (v)   Settlement   of  any   portion  of  the  Trust's
               conversion  obligation,  including the portion of the  Conversion
               Value that is equal to 100% of the liquidation  preference amount
               or the excess conversion obligation,  in cash or in a combination
               of cash and  shares  of  Common  Stock  shall  occur on the third
               Trading Day following the final day of the  20-Trading Day period
               beginning on the Trading Day  following  the final Trading Day of
               the Conversion  Retraction Period (the "Cash Settlement Averaging
Period").                                         

                (5) Settlement amounts shall be computed as follows:

                          (i)  If  the  Trust   elects  to  satisfy  the  entire
               conversion  obligation,  including the  Conversion  Value that is
               equal to 100% of the liquidation preference amount and the excess
               conversion  obligation,  solely in shares of Common  Stock (other
               than with respect to fractional shares),  the Trust shall deliver
               to the holder of Series C  Preferred  Shares,  for each  Series C
               Preferred  Share, a number of shares of Common Stock equal to the
applicable Conversion Rate (as adjusted).         

                          (ii)  If  the  Trust  elects  to  satisfy  the  entire
               conversion  obligation,  including the  Conversion  Value that is
               equal to 100% of the liquidation preference amount and the excess
               conversion obligation, solely in cash, the Trust shall deliver to
               the  holder  of  Series C  Preferred  Shares,  for each  Series C
               Preferred Share, cash in an amount equal to the Conversion Value.

                          (iii) If the Trust  elects to satisfy  the  conversion
               obligation,  including the Conversion Value that is equal to 100%
               of the liquidation  preference  amount and the excess  conversion
               obligation,  in a combination of cash and shares of Common Stock,
               the Trust  shall  deliver  to the  holder  of Series C  Preferred
Shares, for Series C Preferred Share:             

                                (A) a cash amount (the "Cash Amount") (excluding
               any cash paid for fractional shares) equal to the sum of: (I) the
               product of $50.00 multiplied by the percentage of the liquidation
               preference  amount to be satisfied in cash,  plus (II) if greater
               than  zero,  the  product of (i) the amount of cash that would be
               paid pursuant to Section  6(d)(5)(ii) above minus $50.00 and (ii)
               the  percentage  of the excess  conversion  obligation  above the
        liquidation preference amount to be satisfied in cash; and

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                                (B) a number of shares of Common  Stock equal to
               the  difference  between:  (I) the number of shares that would be
               issued  pursuant  to  Section  6(d)(5)(i)  above,  minus (II) the
               number of shares  equal to the  quotient  of (i) the cash  amount
               pursuant  to Section  6(d)(5)(iii)(A)  above  divided by (ii) the
               arithmetic average of the Closing Sale Prices of shares of Common
Stock during the Cash Settlement Averaging Period.

                      (6) If any Trading Day during a Cash Settlement  Averaging
Period is not an  Undisrupted  Trading Day,  then  determination  of the Closing
Sales Price for that day shall be delayed until the next Undisrupted Trading Day
on which a pricing is not otherwise  observed (that is, such day shall not count
as one of the 20 Trading  Days that  constitute  the Cash  Settlement  Averaging
Period).  If this would result in a price being  observed  later than the eighth
Trading  Day  after  the  last of the  original  20  Trading  Days  in the  Cash
Settlement  Averaging  Period,  then the Board of Trustees  shall  determine all
prices for all delayed and undetermined  prices on that eighth Trading Day based
on its good faith estimate of the Common Stock's value on that date.            

(e) Payment of Dividends                        

(1) Optional Conversion             

                          (i) If a holder of Series C Preferred Shares exercises
               a  Conversion  Right,  upon  delivery  of the Series C  Preferred
               Shares for  conversion,  those  Series C Preferred  Shares  shall
               cease to cumulate  dividends as of the end of the day immediately
               preceding the Conversion Date and the holder will not receive any
               cash  payment  representing  accrued and unpaid  dividends of the
               Series C Preferred Shares,  except in those limited circumstances
               discussed in this Section 6(e).  Except as provided  herein,  the
               Trust shall make no payment  for  accrued  and unpaid  dividends,
               whether or not in arrears, on Series C Preferred Shares converted
               at a holder's  election  pursuant to a Conversion  Right,  or for
              dividends on shares of Common Stock issued upon such conversion.

                          (ii) If the Trust receives a Conversion  Notice before
               the close of business on a Dividend Record Date, the holder shall
               not be entitled to receive any portion of the dividend payable on
               such  converted  Series C Preferred  Shares on the  corresponding
Dividend Payment Date.                            

                          (iii) If the Trust receives a Conversion  Notice after
               the Dividend Record Date but prior to the corresponding  Dividend
               Payment  Date,  the  holder on the  Dividend  Record  Date  shall
               receive on that Dividend Payment Date accrued  dividends on those
               Series C Preferred  Shares,  notwithstanding  the  conversion  of
               those Series C Preferred  Shares prior to that  Dividend  Payment
               Date, because that holder shall have been the holder of record on
               the corresponding  Divided Record Date. However, at the time that
               such  holder   surrenders  the  Series  C  Preferred  Shares  for
               conversion,  the holder shall pay to the Trust an amount equal to
               the  dividend  that  has  accrued  and  that  will be paid on the
related Dividend Payment Date.                    

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                          (iv) A  holder  of  Series  C  Preferred  Shares  on a
               Dividend  Record  Date who  exercises  its  Conversion  Right and
               converts  such Series C Preferred  Shares into Common Stock on or
               after the  corresponding  Dividend Payment Date shall be entitled
               to receive the dividend payable on such Series C Preferred Shares
               on such Dividend Payment Date, and the converting holder need not
               include payment of the amount of such dividend upon surrender for
conversion of Series C Preferred Shares.          

                          (v) If the Trust  receives a  Conversion  Notice on or
               before the close of business on a Dividend  Record Date or follow
               such  Dividend  Record Date but before the Dividend  Payment Date
               therefore, and the settlement date for any shares of Common Stock
               to be issued upon such  conversion is after the close of business
               on  the  record  date  for  the  payment  of  dividends  for  the
               corresponding  period on such Common Stock,  such holder shall be
               entitled to receive  such Common  Stock  dividends  upon the next
               payment  date of  dividends on the Common Stock as if it were the
holder of such Common Stock on such record date.  

(2) Company Conversion Option       

                          (i) If the  Trust  exercises  the  Company  Conversion
               Option,  whether the Company  Conversion Option Date is prior to,
               on or after the Dividend Record Date for the current period,  all
               unpaid dividend which are in arrears as of the Company Conversion
               Option  Date  shall be  payable  to the  holder of the  converted
shares.                                           

                          (ii) If the Trust  exercises  the  Company  Conversion
               Option and the Company  Conversion  Option Date is a date that is
               prior to the close of business on any Dividend  Record Date,  the
               holder  shall not be  entitled  to  receive  any  portion  of the
               dividend  payable for such period on such converted shares on the
corresponding Dividend Payment Date.              

                          (iii) If the Trust  exercises  the Company  Conversion
               Option and the Company  Conversion  Option Date is a date that is
               on, or after the close of business on, any  Dividend  Record Date
               and prior to the close of business on the corresponding  Dividend
               Payment  Date,  all  dividends,   including  accrued  and  unpaid
               dividends,  whether or not in arrears, with respect to the Series
               C Preferred  Shares called for conversion on such date,  shall be
               payable on such  Dividend  Payment  Date to the record  holder of
such shares on such record date.                  

Section 7. Adjustment of Conversion Rate.                     

                (a) In case the  Trust  shall,  at any time or from time to time
after the  Original  Issue Date while any of the Series C  Preferred  Shares are
outstanding,  issue  Common  Stock  as a  dividend  or  distributions  to all or
substantially  all holders of Common Stock,  then the Conversion  Rate in effect
immediately  prior to the close of  business  on the  Record  Date fixed for the
determination  of  shareholders  entitled  to  receive  such  dividend  or other
distribution  shall  be  increased  by  multiplying  such  Conversion  Rate by a
fraction:                                                                       

                      (1) the  numerator  of which shall be the sum of the total
number  of  shares of  Common  Stock  and OP Units  outstanding  at the close of
business  on such  Record  Date                                                 

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and the total  number of shares of Common  Stock constituting such dividend or  
other distribution; and                                                         

                      (2) the denominator of which shall be the number of shares
of Common Stock and OP Units outstanding at the close of business on such Record
Date.                                                                           

                Such increase shall become  effective  immediately  prior to the
opening  of  business  on the day  following  the  Record  Date  fixed  for such
determination.  If any dividend or  distribution  of the type  described in this
Section  7(a) is declared  but not so paid or made,  the  Conversion  Rate shall
again be adjusted to the  Conversion  Rate which would then be in effect if such
dividend or distribution had not been declared.                                 

                (b) In case the  Trust  shall,  at any time or from time to time
after the  Original  Issue Date while any of the Series C  Preferred  Shares are
outstanding,  subdivide,  reclassify or split its  outstanding  shares of Common
Stock into a greater number of shares of Common Stock,  the  Conversion  Rate in
effect immediately prior to the opening of business on the day following the day
upon which such subdivision,  reclassification  or split becomes effective shall
be proportionately  increased,  and, conversely, in case the Trust shall, at any
time or from time to time after the Original  Issue Date while any of the Series
C Preferred Shares are outstanding, combine or reclassify its outstanding shares
of Common Stock into a smaller number of shares of Common Stock,  the Conversion
Rate in effect immediately prior to the opening of business on the day following
the day upon which such combination or reclassification  becomes effective shall
be proportionately  reduced, such increase or reduction,  as the case may be, to
become  effective  immediately  prior  to the  opening  of  business  on the day
following  the day  upon  which  such  subdivision,  reclassification,  split or
combination  becomes  effective,  so that the holder of any  Series C  Preferred
Share  thereafter  surrendered for conversion  shall be entitled to receive that
number of shares of Common Stock which it would have  received had such Series C
Preferred Share been converted  immediately prior to the happening of such event
adjusted as a result of such event.                                             

                (c) In case the  Trust  shall,  at any time or from time to time
after the  Original  Issue Date while any of the Series C  Preferred  Shares are
outstanding,  issue rights or warrants for a period  expiring  within 60 days to
all or substantially all holders of its outstanding  Common Stock entitling them
to subscribe for or purchase  Common Stock (or  securities  convertible  into or
exchangeable  or exercisable  for Common Stock),  at a price per share of Common
Stock (or having a  conversion,  exchange or exercise  price per share of Common
Stock) less than the Closing  Sale Price of the Common  Stock on the Trading Day
immediately  preceding  the date of the  announcement  by public  notice of such
issuance or distribution  (treating the  conversion,  exchange or exercise price
per  share  of  Common  Stock of the  securities  convertible,  exchangeable  or
exercisable  into  Common  Stock as equal to (x) the sum of (i) the  price for a
unit of the security  convertible into or exchangeable or exercisable for Common
Stock  and  (ii)  any  additional   consideration  initially  payable  upon  the
conversion  of or exchange  or  exercise  for such  security  into Common  Stock
divided by (y) the number of shares of Common Stock  initially  underlying  such
convertible,  exchangeable  or exercisable  security),  then the Conversion Rate
shall be increased by multiplying  the Conversion  Rate in effect at the opening
of business on the date after such date of announcement by a fraction:          

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                      (1) the  numerator  of which shall be the number of shares
of Common Stock and OP Units outstanding at the close of business on the date of
announcement,  plus the total  number of  additional  shares of Common  Stock so
offered  for   subscription   or  purchase  (or  into  which  the   convertible,
exchangeable or exercisable securities so offered are convertible,  exchangeable
or exercisable); and                                                            

                      (2) the denominator of which shall be the number of shares
of Common Stock and OP Units outstanding on the close of business on the date of
announcement,  plus the  number  of shares  of  Common  Stock  (or  convertible,
exchangeable or exercisable  securities)  which the aggregate  offering price of
the total  number of shares of Common  Stock (or  convertible,  exchangeable  or
exercisable  securities)  so  offered  for  subscription  or  purchase  (or  the
aggregate   conversion,   exchange  or  exercise   price  of  the   convertible,
exchangeable  or  exercisable  securities  so  offered)  would  purchase at such
Closing Sale Price of the Common Stock.                                         

                Such increase shall become  effective  immediately  prior to the
opening of business on the day following the Record Date for such determination.
To  the  extent  that  shares  of  Common  Stock  (or  securities   convertible,
exchangeable  or  exercisable  into  shares of Common  Stock) are not  delivered
pursuant to such rights or warrants,  upon the expiration or termination of such
rights or warrants,  the  Conversion  Rate shall be readjusted to the Conversion
Rate which would then be in effect had the adjustments made upon the issuance of
such  rights or  warrants  been made on the  basis of the  delivery  of only the
number of shares of Common Stock (or  securities  convertible,  exchangeable  or
exercisable into shares of Common Stock) actually  delivered.  In the event that
such rights or warrants are not so issued,  the  Conversion  Rate shall again be
adjusted to be the  Conversion  Rate which would then be in effect if the Record
Date fixed for the determination of stockholders entitled to receive such rights
or warrants had not been fixed.  In  determining  whether any rights or warrants
entitle the holders to subscribe for or purchase  shares of Common Stock at less
than such Closing Sale Price, and in determining the aggregate offering price of
such shares of Common Stock, there shall be taken into account any consideration
received for such rights or warrants,  the value of such  consideration if other
than cash, to be determined by the Board of Trustees.                           

(d)                                             

                (A) In case the  Trust  shall,  at any time or from time to time
after the  Original  Issue Date while any of the Series C  Preferred  Shares are
outstanding,  by dividend or otherwise,  distribute to all or substantially  all
holders  of  its  outstanding   shares  of  Common  Stock  (including  any  such
distribution  made in  connection  with a  consolidation  or merger in which the
Trust is the  continuing  corporation  and the  shares of  Common  Stock are not
changed  or  exchanged),   shares  of  its  capital  stock,   evidences  of  its
indebtedness or other assets, including securities,  (including capital stock of
any  subsidiary of the Trust) but excluding  (i) dividends or  distributions  of
Common Stock referred to in Section 7(a),  (ii) any rights or warrants  referred
to in Section 7(c), (iii) dividends and  distributions  paid exclusively in cash
referred  to in Section  7(e) and (iv)  dividends  and  distributions  of stock,
securities or other property or assets  (including  cash) in connection with the
reclassification, change, merger, consolidation, combination, sale or conveyance
to which Section 8 applies,  (such capital stock,  evidence of its indebtedness,
other assets or securities  being  distributed  hereinafter in this Section 7(d)
called the "Distributed                                                         

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Assets"), then, in each such case, subject to paragraphs (D) and (E) of this    
Section  7(d),  the  Conversion  Rate shall be increased by multiplying  the    
Conversion  Rate in effect  immediately  prior to the close of business on the  
Record Date with respect to such distribution by a fraction:                    

                      (1) the  numerator  of which shall be the  Current  Market
Price; and                                                                      

                      (2) the  denominator of which shall be such Current Market
Price, less the Fair Market Value on such date of the portion of the Distributed
Assets so distributed applicable to one share of Common Stock (determined on the
basis of the number of shares of Common Stock  outstanding  on such Record Date)
on such date.                                                                   

                Such increase shall become  effective  immediately  prior to the
opening of business on the day following the Record Date for such  distribution.
In the event that such  dividend  or  distribution  is not so paid or made,  the
Conversion  Rate shall again be adjusted to be the  Conversion  Rate which would
then be in effect if such dividend or distribution had not been declared.       

                (B) If the Board of Trustees determines the Fair Market Value of
any distribution for purposes of this Section 7(d) by reference to the actual or
when issued trading market for any Distributed  Assets comprising all or part of
such  distribution,  it must in doing so consider the prices in such market over
the same period (the  "Reference  Period") used in computing the Current  Market
Price pursuant to this Section 7(d) to the extent possible,  unless the Board of
Trustees  determines in good faith that determining the Fair Market Value during
the  Reference  Period  would not be in the best  interest of the holders of the
Series C Preferred Shares.                                                      

                (C) In the event  any such  distribution  consists  of shares of
capital  stock of, or similar  equity  interests  in, one or more of the Trust's
subsidiaries  (a "Spin  Off"),  the Fair Market  Value of the  securities  to be
distributed  shall  equal  the  average  of the  Closing  Sale  Prices  of  such
securities for the five consecutive Trading Days commencing on and including the
sixth Trading Day of those securities  after the  effectiveness of the Spin Off,
and the  Current  Market  Price shall be measured  for the same  period.  In the
event,  however,  that an underwritten initial public offering of the securities
in the Spin Off occurs  simultaneously  with the Spin Off,  Fair Market Value of
the  securities  distributed  in the Spin Off  shall  mean  the  initial  public
offering  price of such  securities  and the Current Market Price shall mean the
Closing Sale Price for the Common Stock on the same Trading Day.                

                (D) Rights or warrants  distributed  by the Trust to all holders
of the  outstanding  shares of Common Stock  entitling  them to subscribe for or
purchase  equity  securities  of the Trust  (either  initially or under  certain
circumstances),  which rights or warrants,  until the  occurrence of a specified
event or events  ("Trigger  Event"),  (x) are deemed to be transferred with such
shares of  Common  Stock,  (y) are not  exercisable  and (z) are also  issued in
respect of future  issuances  of shares of Common  Stock  shall be deemed not to
have been  distributed  for purposes of this Section 7(d) (and no  adjustment to
the  Conversion  Rate  under this  Section  7(d)  shall be  required)  until the
occurrence of the earliest Trigger Event. If such right or warrant is subject to
subsequent  events,  upon the  occurrence  of which such right or warrant  shall
become  exercisable to purchase  different  Distributed  Assets,  or entitle the
holder to purchase a  different  number or amount of the  foregoing  Distributed
Assets or to purchase  any of the  foregoing  Distributed                       

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Assets at a different  purchase  price,  then the  occurrence of each such event
shall be deemed to be the date of issuance and Record Date with respect to a new
right or warrant (and a  termination  or  expiration  of the  existing  right or
warrant without  exercise by the holder thereof).  In addition,  in the event of
any distribution (or deemed distribution) of rights or warrants,  or any Trigger
Event or other event (of the type  described  in the  preceding  sentence)  with
respect  thereto,  that resulted in an adjustment to the  Conversion  Rate under
this Section 7(d):                                                              

                      (1) in the case of any such rights or warrants which shall
all  have  been  repurchased  without  exercise  by  any  holders  thereof,  the
Conversion Rate shall be readjusted upon such final repurchase to give effect to
such distribution or Trigger Event, as the case may be, as though it were a cash
distribution,  equal to the per share  repurchase  price received by a holder of
shares  Common  Stock with  respect to such  rights or warrants  (assuming  such
holder had  retained  such  rights or  warrants),  made to all holders of Common
Stock as of the date of such repurchase; and                                    

                      (2) in the case of such  rights or  warrants  which  shall
have expired or been terminated  without exercise,  the Conversion Rate shall be
readjusted as if such rights and warrants had never been issued.                

                (E) For purposes of this Section 7(d) and Section 7(a),  Section
7(b) and Section 7(c), any dividend or  distribution  to which this Section 7(d)
is applicable that also includes (x) shares of Common Stock,  (y) a subdivision,
split or  combination of shares of Common Stock to which Section 7(b) applies or
(z) rights or warrants to  subscribe  for or purchase  shares of Common Stock to
which Section 7(c) applies (or any combination thereof), shall be deemed instead
to be:                                                                          

                      (1)  a  dividend  or  distribution  of  the  evidences  of
indebtedness,  assets,  shares of capital stock, rights or warrants,  other than
such shares of Common Stock,  such  subdivision,  split or  combination  or such
rights or warrants to which Section  7(a),  Section 7(b) and Section 7(c) apply,
respectively  (and any Conversion Rate adjustment  required by this Section 7(d)
with respect to such dividend or distribution  shall then be made),  immediately
followed by                                                                     

                      (2) a dividend  or  distribution  of such shares of Common
Stock,  such  subdivision,  split or combination or such rights or warrants (and
any further  Conversion Rate increase required by Section 7(a), Section 7(b) and
Section 7(c) with respect to such dividend or distribution  shall then be made),
except:                                                                         

                          (i) the Record Date of such  dividend or  distribution
               shall be substituted as (i) "the date fixed for the determination
               of  stockholders  entitled  to  receive  such  dividend  or other
               distribution,"  "Record Date fixed for such  determinations"  and
               "Record Date" within the meaning of Section  7(a),  (ii) "the day
               upon which such  subdivision or split becomes  effective" or "the
               day  upon  which  such   combination   becomes   effective"   (as
               applicable) within the meaning of Section 7(b), and (iii) as "the
               Record  Date  fixed  for the  determination  of the  stockholders
               entitled to receive  such rights or  warrants"  and such  "Record
Date" within the meaning of Section 7(c); and     

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                          (ii) any reduction or increase in the number of shares
               of  Common  Stock  resulting  from  such  subdivision,  split  or
               combination  (as  applicable)  shall be disregarded in connection
with such dividend or distribution.               

                (e) In case the  Trust  shall,  at any time or from time to time
after the  Original  Issue Date while any of the Series C  Preferred  Shares are
outstanding,  by dividend or otherwise,  distribute to all or substantially  all
holders of its  outstanding  shares of Common Stock during any quarterly  fiscal
period,  cash  (including any quarterly cash  dividends,  but excluding any cash
that is distributed  upon a  reclassification,  change,  merger,  consolidation,
statutory  share  exchange,  combination,  sale or conveyance to which Section 8
applies or as part of a  distribution  referred to in Section 7(d)) in excess of
the "Dividend Threshold Amounts",  then, and in each case, immediately after the
close of business on such date, the  Conversion  Rate shall be adjusted based on
the following formula:                                                          

(1) CR1 = CRo x (SP/(SP-DI)) where, 

                          (i) CRo = the  Conversion  Rate in effect  immediately
prior to the Record Date for such distribution;   

                          (ii) CR1 = the Conversion  Rate in effect  immediately
after the Record Date for such distribution;      

                          (iii) SP = the average of the  Closing  Sale price per
               share of Common Stock over the ten (10)  consecutive  Trading Day
               period prior to the Trading Day immediately preceding the earlier
               of the Record  Date or the  ex-dividend  date of such cash excess
dividend or cash excess distribution; and         

                          (iv) DI = the  amount  in cash  per  share  the  Trust
               distributes to holders of shares of Common Stock that exceeds the
               Dividend  Threshold Amounts (with such Dividend Threshold Amounts
               appropriately  adjusted  from  time to time as  provided  in this
Section 7).                                       

                 Such increase shall become effective immediately prior to the
opening of business on the day following the Record Date for such distribution. 
In the event that such distribution is not so made, the Conversion Rate shall   
again be adjusted to be the Conversion Rate which would then be in effect if    
such distribution had not been declared.                                        

                (f) In case the Trust or any of its subsidiaries purchase shares
of Common Stock  pursuant to a tender offer or exchange  offer that  involves an
aggregate  consideration  that exceeds 10% of the aggregate  market value of the
Common  Stock on the  expiration  of such tender  offer or  exchange  offer (the
"Expiration  Time"),  the  Conversion  Rate shall be  increased so that the same
shall equal the rate  determined by multiplying  the  Conversion  Rate in effect
immediately prior to the close of business on the date of the Expiration Time by
a fraction:                                                                     

                      (1) the  numerator  of  which  shall be the sum of (x) the
product  of (i) the  number of shares of Common  Stock and OP Units  outstanding
(excluding any tendered or exchanged shares) at the Expiration Time and (ii) the
Current  Market Price of the Common Stock at the  Expiration  Time,  and (y) the
Fair Market Value of the aggregate  consideration                               

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payable to stockholders  based on acceptance (up to any maximum specified in the
terms of the tender offer or exchange offer) of all shares validly  tendered and
not withdrawn as of the Expiration Time; and                                    

                      (2) the  denominator  of which shall be the product of the
number  of  shares  of Common  Stock  and OP Units  outstanding  (including  any
tendered or  exchanged  shares) at the  Expiration  Time and the Current  Market
Price of the Common Stock at the Expiration Time.                               

                Such increase (if any) shall become effective  immediately prior
to the opening of business on the day  following  the  Expiration  Time.  In the
event that the Trust is obligated to purchase shares pursuant to any such tender
offer or exchange offer, but the Trust does not effect any such purchases or all
or a portion of such purchases are rescinded, the Conversion Rate shall again be
adjusted  to be the  Conversion  Rate which  would then be in effect if such (or
such  portion of the) tender offer or exchange  offer had not been made.  If the
application  of this Section  7(f) to any tender  offer or exchange  offer would
result in a decrease in the  Conversion  Rate, no  adjustment  shall be made for
such tender offer or exchange offer under this Section 7(f).                    

                (g) For  purposes  of  Section  7 of this  Article  FOURTH,  the
following terms shall have the meanings indicated:                              

                "Current  Market  Price" on any date  means the  average  of the
daily  Closing  Sale  Prices per share of Common  Stock for the ten  consecutive
Trading Days immediately prior to such date; provided, however, that if:        

                      (1) the "ex" date (as  hereinafter  defined) for any event
(other than the issuance or distribution  requiring such  computation of Current
Market Price) that requires an  adjustment  to the  Conversion  Rate pursuant to
Section 7(a),  Section 7(b), Section 7(c), Section 7(d), Section 7(e) or Section
7(f) occurs during such ten consecutive Trading Days, the Closing Sale Price for
each  Trading  Day prior to the "ex" date for such other event shall be adjusted
by  multiplying  such  Closing  Sale  Price by the same  fraction  by which  the
Conversion Rate is so required to be adjusted as a result of such other event;  

                      (2) the "ex" date for any event  (other than the  issuance
or  distribution  requiring  such  computation  of Current  Market  Price)  that
requires an adjustment to the Conversion Rate pursuant to Section 7(a),  Section
7(b),  Section  7(c),  Section  7(d),  Section 7(e) or Section 7(f) occurs on or
after the "ex" date for the issuance or distribution  requiring such computation
and prior to the day in question, the Closing Sale Price for each Trading Day on
and after the "ex" date for such other event  shall be  adjusted by  multiplying
such  Closing  Sale  Price  by the  reciprocal  of the  fraction  by  which  the
Conversion  Rate is so required to be adjusted as a result of such other  event;
and                                                                             

                      (3)  the  "ex"  date  for  the  issuance  or  distribution
requiring such  computation  is prior to the day in question,  after taking into
account any adjustment  required pursuant to clause (i) or (ii) of this proviso,
the Closing  Sale Price for each Trading Day on or after such "ex" date shall be
adjusted by adding  thereto the amount of any cash and the Fair Market Value (as
determined  by  the  Board  of  Trustees  in  a  manner   consistent   with  any

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determination  of such value for  purposes  of  Section  7(d),  Section  7(e) or
Section 7(f) of the evidences of indebtedness, shares of capital stock or assets
being  distributed  applicable  to one share of Common  Stock as of the close of
business on the day before such "ex" date.                                      

                For  purposes of any  computation  under  Section 7, if the "ex"
date for any event (other than the tender offer requiring such computation) that
requires an adjustment to the Conversion Rate pursuant to Section 7(a),  Section
7(b),  Section  7(c),  Section  7(d),  Section 7(e) or Section 7(f) occurs on or
after the  Expiration  Time for the  tender or  exchange  offer  requiring  such
computation  and prior to the day in  question,  the Closing Sale Price for each
Trading Day on and after the "ex" date for such other event shall be adjusted by
multiplying  such Closing Sale Price by the  reciprocal of the fraction by which
the  Conversion  Rate is so  required  to be  adjusted as a result of such other
event. For purposes of this paragraph, the term "ex" date, when used:           

                          (i) with  respect  to any  issuance  or  distribution,
               means the first date on which the Common Stock trade  regular way
               on the relevant exchange or in the relevant market from which the
               Closing Sale Price was obtained without the right to receive such
issuance or distribution;                         

                          (ii)  with  respect  to  any  subdivision,   split  or
               combination  of Common  Stock,  means the first date on which the
               Common Stock trade regular way on such exchange or in such market
               after the time at which such  subdivision,  split or  combination
becomes effective; and                            

                          (iii) with  respect to any  tender  offer or  exchange
               offer,  means the  first  date on which the  Common  Stock  trade
               regular  way  on  such  exchange  or in  such  market  after  the
Expiration Time of such offer.                    

                Notwithstanding the foregoing,  whenever successive  adjustments
to the  Conversion  Rate  are  called  for  pursuant  to this  Section  7,  such
adjustments  shall be made to the Current  Market  Price as may be  necessary or
appropriate  to  effectuate  the intent of this Section 7 and to avoid unjust or
inequitable results as determined in good faith by the Board of Trustees.       

                "Fair Market Value" means the amount which a willing buyer would
pay a willing seller in an arm's length  transaction (as determined by the Board
of  Trustees,  whose  determination  shall  be made in good  faith  and,  absent
manifest error,  shall be final and binding on holders of the Series C Preferred
Shares).                                                                        

                "Record Date" means, with respect to any dividend,  distribution
or other  transaction  or event in which the  holders  of Common  Stock have the
right to receive any cash,  securities or other  property or in which the Common
Stock (or other  applicable  security)  is exchanged  for or converted  into any
combination  of  cash,  securities  or  other  property,   the  date  fixed  for
determination of stockholders entitled to receive such cash, securities or other
property  (whether  such date is fixed by the Board of  Trustees  or by statute,
contract or otherwise).                                                         

                (h)  The  Trust  shall  be  entitled  to  make  such  additional
increases in the Conversion Rate, in addition to those required by Section 7(a),
Section 7(b),  Section 7(c),  Section 7(d), Section 7(e) or Section 7(f), if the
Board of Trustees determines that it is advisable, in order that any dividend or
distribution of Common Stock, any subdivision,  reclassification                

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or combination of Common Stock or any issuance of rights or warrants referred to
above,  or any event  treated  as such for  United  States  federal  income  tax
purposes,  shall not be taxable to the holders of Common Stock for United States
federal income tax purposes or to diminish any such tax.                        

                (i) To the extent  permitted by law, the Trust may, from time to
time,  increase the Conversion Rate for a period of at least twenty (20) Trading
Days if the Board of Trustees  determines  that such an increase would be in the
Trust's best  interests.  Any such  determination  by Board of Trustees shall be
conclusive.  The Trust shall give holders of Series C Preferred  Shares at least
fifteen (15) Trading Days' notice of any increase in the Conversion Rate.       

                (j) The Trust will not adjust the  Conversion  Rate  pursuant to
this Section 7 to the extent that the  adjustments  would reduce the  Conversion
Price below  $0.0001.  The Trust shall not be required to make an  adjustment in
the Conversion Rate unless the adjustment would require a change of at least one
percent in the Conversion Rate.  However,  any adjustments that are not required
to be made because they would have required an increase or decrease of less than
one percent  shall be carried  forward and taken into account in any  subsequent
adjustment of the  Conversion  Rate.  Except as described in this Section 7, the
Trust  shall not adjust the  Conversion  Rate for any  issuance of our shares of
Common Stock or any securities  convertible  into or exchangeable or exercisable
for its shares of Common  Stock or rights to purchase its shares of Common Stock
or such convertible, exchangeable or exercisable securities.                    

                (k) In the event that at any time,  as a result of an adjustment
made  pursuant to this  Section 7, the holder of any Series C  Preferred  Shares
thereafter  surrendered  for  conversion  shall  become  entitled to receive any
shares of  capital  stock of the Trust  other than  Common  Stock into which the
Series C Preferred Shares  originally were  convertible,  the Conversion Rate of
such other shares so receivable  upon  conversion of any such Series C Preferred
Share shall be subject to adjustment  from time to time in a manner and on terms
as nearly  equivalent as practicable  to the  provisions  with respect to Common
Stock  contained  in  subparagraphs  (a) through (m) of this  Section 7, and any
other  applicable  provisions of this Article  FOURTH with respect to the Common
Stock shall apply on like or similar terms to any such other shares             

                (l) To the  extent  the Trust has a rights  plan in effect  upon
conversion  of the Series C Preferred  Shares into shares of Common  Stock,  the
holder  will  receive  (except to the extent the Trust  settles  its  conversion
obligations  in cash),  in  addition to the shares of Common  Stock,  the rights
under the rights plan unless the rights have separated from the shares of Common
Stock prior to the time of conversion, in which case the Conversion Rate will be
adjusted at the time of separation as if the Trust made a distribution  referred
to in Section 7(d) above (without regard to any of the exceptions there).       

Section 8. Consolidation or Merger of the Trust.              

If any of the following events occurs, namely:  

                (a) any  reclassification or change of the outstanding shares of
Common  Stock  (other  than a change in par  value,  or from par value to no par
value,  or from no par value to par value,  or as a result of a  subdivision  or
combination);                                                                   

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                (b) any  merger,  consolidation,  statutory  share  exchange  or
combination  of the Trust with  another  Person as a result of which  holders of
Common Stock shall be entitled to receive stock, securities or other property or
assets (including cash) with respect to or in exchange for such Common Stock; or

                (c) any sale or  conveyance of all or  substantially  all of the
properties  and  assets of the  Trust to any  other  person as a result of which
holders of Common Stock shall be entitled to receive stock,  securities or other
property or assets  (including  cash) with  respect to or in  exchange  for such
Common Stock;                                                                   

the Trust or the  successor  or  purchasing  person,  as the case may be,  shall
execute  Articles  Supplementary,  a Certificate of  Designation  and such other
necessary  documentation  providing that such Series C Preferred Shares shall be
convertible  into the kind and amount of shares of stock and other securities or
property  or assets  (including  cash)  which such  holder of Series C Preferred
Shares would have been entitled to receive upon such  reclassification,  change,
merger, consolidation, statutory share exchange, combination, sale or conveyance
had such Series C Preferred Shares been converted into Common Stock  immediately
prior to such reclassification,  change, merger, consolidation,  statutory share
exchange,  combination,  sale or conveyance assuming such holder of Common Stock
did not  exercise  its rights of  election,  if any, as to the kind or amount of
securities,  cash or other property receivable upon such merger,  consolidation,
statutory  share  exchange,  sale or conveyance  (provided,  that if the kind or
amount of  securities,  cash or other  property  receivable  upon  such  merger,
consolidation,  statutory share exchange, sale or conveyance is not the same for
each share of Common Stock in respect of which such rights of election shall not
have been  exercised  ("Non  Electing  Share"),  then for the  purposes  of this
Section 8, the kind and amount of securities,  cash or other property receivable
upon such merger,  consolidation,  statutory share exchange,  sale or conveyance
for  each Non  Electing  Share  shall be  deemed  to be the kind and  amount  so
receivable per share by a plurality of the Non Electing  Shares).  Such Articles
Supplementary,  a Certificate of Designation  or other  necessary  documentation
shall  provide for  adjustments  which shall be as nearly  equivalent  as may be
practicable to the  adjustments  provided for in this Article FOURTH and, to the
extent  applicable,  reflect  the other  types of  adjustments  provided  for in
Section  7.  If,  in the  case of any  such  reclassification,  change,  merger,
consolidation,  statutory share exchange,  combination,  sale or conveyance, the
stock or other securities and assets receivable  thereupon by a holder of Common
Stock includes shares of stock or other  securities and assets of a Person other
than  the  successor  or  purchasing  person,  as  the  case  may  be,  in  such
reclassification,  change,  merger,  consolidation,  statutory  share  exchange,
combination,  sale or conveyance, then such Articles Supplementary,  Certificate
of Designation or other necessary  documentation  shall also be executed by such
other  person and shall  contain  such  additional  provisions  to  protect  the
interests  of the  holders  of the  Series C  Preferred  Shares  as the Board of
Trustees shall  reasonably  consider  necessary by reason of the foregoing.  The
Trust  shall  cause  Notice of the  execution  of such  Articles  Supplementary,
Certificate of Designation or other necessary documentation to be mailed to each
holder,  at the  address of such  holder as it appears  on the  register  of the
Series C Preferred Shares maintained by the transfer agent, within 20 days after
execution thereof.  Failure to deliver such notice shall not affect the legality
or validity of such Articles Supplementary,  Certificate of Designation or other
necessary documentation.  The above provisions of this Section 8 shall similarly
apply to successive reclassifications,  mergers, consolidations, statutory share
exchanges, combinations,                                                        

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sales and conveyances. If this Section 8 applies to any                         
event or occurrence, Section 7 shall not apply.                                 

Section 9. Notice of Adjustment.                              

                 Whenever an adjustment in the Conversion Rate with respect to
the Series C Preferred Shares is required:                                      

                (a) the Trust shall  forthwith  place on file with the  transfer
agent for the Series C Preferred  Shares a  certificate  of the Chief  Financial
Officer (or such person having similar  responsibilities  of the Trust,  stating
the adjusted  Conversion Rate determined as provided herein and setting forth in
reasonable  detail such facts as shall be  necessary  to show the reason for and
the manner of computing such adjustment; and                                    

                (b) a Notice stating that the Conversion  Rate has been adjusted
and setting forth the adjusted  Conversion  Rate shall forthwith be given by the
Trust to each holder of Series C Preferred Shares.  Any Notice so given shall be
conclusively  presumed  to have  been  duly  given,  whether  or not the  holder
receives such Notice.                                                           

Section 10. Notice in Certain Events.                         

In case of:                                     

                (a) a consolidation  or merger to which the Trust is a party and
for which  approval of any holders of Common Stock of the Trust is required,  or
of the sale or  conveyance  to  another  person or entity or group of persons or
entities acting in concert as a partnership,  limited partnership,  syndicate or
other group (within the meaning of Rule 13d-3 under the Exchange Act of 1934, as
amended) of all or substantially all of the property and assets of the Trust; or

                (b) the voluntary or  involuntary  dissolution,  liquidation  or
winding up of the Trust; or                                                     

                (c) any action  triggering an adjustment of the Conversion  Rate
referred to in clauses (x) or (y) below;                                        

                then,  in each case,  the Trust shall cause to be given,  to the
holders  of the  Series  C  Preferred  Shares,  at  least  15 days  prior to the
applicable date hereinafter specified, a Notice stating:                        

                    (x)  the  date on  which a  record  is to be  taken  for the
         purpose of any  distribution or grant of rights or warrants  triggering
         an  adjustment  to the  Conversion  Rate  pursuant to Section 7 of this
         Article  FOURTH,  or, if a record  is not to be  taken,  the date as of
         which  the  holders  of  record  of  Common  Stock   entitled  to  such
distribution, rights or warrants are to be determined; or     

                    (y) the date on which any  reclassification,  consolidation,
         merger,  sale,  conveyance,  dissolution,  liquidation  or  winding  up
triggering  an  adjustment  to the                            

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         Conversion  Rate  pursuant to this Section 7 of this Article  FOURTH is
         expected to become  effective,  and the date as of which it is expected
         that  holders of Common  Stock of record  shall be entitled to exchange
         their  shares  of  Common  Stock  for   securities  or  other  property
         deliverable upon such  reclassification,  consolidation,  merger, sale,
conveyance, dissolution, liquidation or winding up.           

                Failure  to give such  Notice or any  defect  therein  shall not
affect the legality or validity of the  proceedings  described in Section 10(a),
Section 10(b) or Section 10(c).                                                 

         Section 11.  Adjustment  to  Conversion  Rate Upon Certain  Fundamental
Changes                                                                         

                (a) If and only to the  extent a holder  of  Series C  Preferred
Shares  elects to convert its Series C  Preferred  Shares in  connection  with a
transaction  described in clause (1) of the definition of Fundamental Change (or
in connection with a transaction that would have been a fundamental change under
such clause (1) but for the  application  of the 105% Trading  Price  Exception)
that  occurs on or prior to November  15, 2014  pursuant to which 10% or more of
the  consideration  for shares of Common  Stock  (other than cash  payments  for
fractional  shares and cash  payments made in respect of  dissenters'  appraisal
rights)  in such  Fundamental  Change  transaction  consists  of cash (or  other
property)  or  securities  that  are  not  traded  or  scheduled  to  be  traded
immediately  following such  transaction on a United States national or regional
securities  exchange or the Nasdaq National Market, the Trust shall increase the
Conversion Rate for the Series C Preferred Share surrendered for conversion by a
number of  additional  shares  (the  "Additional  Shares")  as set forth in this
Section 12; provided,  however,  in lieu of the foregoing,  the Trust shall have
the option to elect to adjust the Conversion Rate so that the shares of Series C
Preferred Shares become  convertible into shares of Public Acquirer Common Stock
in accordance with the provisions of Section 11(e).                             

                (b) The  number of  Additional  Shares  shall be  determined  by
reference to the table below, based on the date on which such Fundamental Change
transaction  becomes  effective  (the  "Effective  Date") and the price paid per
share for shares of Common Stock in such  Fundamental  Change  transaction  (the
"Share  Price").  If holders of shares of Common Stock receive only cash in such
Fundamental  Change  transaction,  the Share Price shall be the cash amount paid
per share. If holders of shares of Common Stock receive consideration other than
only cash in such Fundamental Change  transaction,  the Share Price shall be the
average of the Closing Sale Prices of shares of Common Stock on the five Trading
Days prior to but not including the Effective  Date of such  Fundamental  Change
transaction.                                                                    

                (c) The  Share  Prices  set  forth in the first row of the table
below (i.e.,  the column  headers) shall be adjusted as of any date on which the
Conversion  Rate is adjusted  pursuant to Section 7. The  adjusted  Share Prices
shall equal the product of the Share Prices applicable immediately prior to such
adjustment  multiplied by a fraction,  the numerator of which is the  Conversion
Rate  immediately  prior  to the  adjustment  giving  rise  to the  Share  Price
adjustment and the  denominator of which is the Conversion  Rate as so adjusted.
The number of  Additional  Shares  shall be  adjusted  in the same manner as the
Conversion  Rate as set forth under the  provisions  of Section 7. The following
table sets forth the hypothetical Share Price and number of Additional Shares to
be issuable per $50.00 liquidation preference of Series C Preferred Shares:     

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                                                        [Enlarge/Download Table]

                                                                Share Price (in dollars)                                            
                      --------------------------------------------------------------------------------------------------------------
Effective             22.35  25.00  27.50  30.00   32.50  35.00  37.50   40.00  45.00  50.00   55.00  60.00  65.00   70.00  75.00   
Date                                                                                                                                
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
December 2, 2004      0.373  0.289  0.222  0.171   0.133  0.102  0.081   0.064  0.044  0.032   0.025  0.020  0.017   0.014  0.012   
November 15, 2005     0.373  0.289  0.211  0.157   0.117  0.087  0.066   0.053  0.033  0.024   0.018  0.015  0.012   0.010  0.008   
November 15, 2006     0.342  0.258  0.191  0.143   0.107  0.081  0.063   0.050  0.035  0.027   0.022  0.019  0.017   0.015  0.013   
November 15, 2007     0.362  0.261  0.184  0.130   0.093  0.066  0.049   0.038  0.026  0.021   0.018  0.016  0.014   0.012  0.011   
November 15, 2008     0.347  0.245  0.162  0.103   0.062  0.034  0.019   0.010  0.005  0.003   0.002  0.002  0.001   0.001  0.001   
November 15, 2009     0.340  0.237  0.153  0.085   0.030  0.000  0.000   0.000  0.000  0.000   0.000  0.000  0.000   0.000  0.000   
November 15, 2010     0.310  0.222  0.145  0.082   0.029  0.000  0.000   0.000  0.000  0.000   0.000  0.000  0.000   0.000  0.000   
November 15, 2011     0.332  0.230  0.147  0.082   0.028  0.000  0.000   0.000  0.000  0.000   0.000  0.000  0.000   0.000  0.000   
November 15, 2012     0.326  0.225  0.143  0.079   0.027  0.000  0.000   0.000  0.000  0.000   0.000  0.000  0.000   0.000  0.000   
November 15, 2013     0.325  0.223  0.141  0.078   0.026  0.000  0.000   0.000  0.000  0.000   0.000  0.000  0.000   0.000  0.000   
November 15, 2014     0.304  0.214  0.138  0.077   0.026  0.000  0.000   0.000  0.000  0.000   0.000  0.000  0.000   0.000  0.000   

                (d) The Share  Prices and  Additional  Share  amounts  set forth
above are based upon a per share  Common  Stock  price of $22.35 on  December 2,
2004 and an initial  Conversion  Price of  $26.82.  The exact  Share  Prices and
Effective Dates may not be set forth in the table above, in which case:         

                      (1) If the Share Price is between two Share Price  amounts
in the table or the Effective Date is between two Effective  Dates in the table,
the  number  of  Additional   Shares  will  be  determined  by  a  straight-line
interpolation  between the number of Additional  Shares set forth for the higher
and lower  Share  Price  amounts and the two dates,  as  applicable,  based on a
365-day year;                                                                   

                      (2) If the Share  Price is in  excess of $75.00  per share
(subject to adjustment),  no Additional Shares will be issuable upon conversion;
or                                                                              

                      (3) If the  Share  Price is less  than  $22.35  per  share
(subject to adjustment), no Additional Shares will be issuable upon conversion. 

                (e) Notwithstanding  anything contained in Section 11(d), in the
event of a Public  Acquirer  Change of  Control,  in lieu of issuing  Additional
Shares,  the Trust may elect to adjust the Conversion  Rate such that,  from and
after the effective time of such Public Acquirer  Change of Control,  holders of
Series C Preferred  Shares shall be entitled to convert their Series C Preferred
Shares into a number of shares of Public  Acquirer  Common Stock by  multiplying
the Conversion Rate in effect  immediately  before  effective time of the Public
Acquirer Change of Control by a fraction:                                       

                      (1) the  numerator  of which shall be (i) in the case of a
consolidation,  merger or statutory share exchange,  pursuant to which shares of
Common Stock are converted                                                      

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into cash,  securities or other property,  the value of all cash, securities and
other  property (as  determined  by the Board of  Trustees)  paid or payable per
share of Common Stock or (ii) in the case of any other Public Acquirer Change of
Control,  the average of the Closing  Sale Prices of shares of Common  Stock for
the five  consecutive  Trading Days prior to but excluding the effective date of
such Public Acquirer Change of Control; and                                     

                      (2) the  denominator  of which shall be the average of the
Closing Sale Prices of the Public Acquirer Common Stock for the five consecutive
Trading Days commencing on the Trading Day next succeeding the effective date of
such Public Acquirer Change of Control.                                         

                (f) A  "Public  Acquirer  Change  of  Control"  means  any event
constituting  a  Fundamental  Change  (or  that  would  otherwise  constitute  a
fundamental  change but for the application of the 105% Trading Price Exception)
that would otherwise  obligate the Trust to increase the Conversion Rate and the
acquirer (or any entity that is a directly or indirectly wholly-owned subsidiary
of the acquirer) has a class of common stock traded on a United States  national
or regional securities exchange or quoted on the Nasdaq National Market or which
will be so traded or quoted when issued or  exchanged  in  connection  with such
Fundamental Change (the "Public Acquirer Common Stock").                        

                (g) Upon a Fundamental  Change which is a Public Acquirer Change
of Control, if the Trust so elects, holders may convert their Series C Preferred
Shares at the adjusted  Conversion  Rate described in Section 11(e) but will not
be entitled to the increased Conversion Rate described in Sections 11(a), 11(b),
11(c) and 11(d). Upon a Fundamental  Change which is a Public Acquirer Change of
Control,  if the Trust  elects  to adjust  the  Conversion  Rate and  conversion
obligation in accordance  with the provisions set forth in Section 11(e) of this
Article FOURTH,  the Trust shall notify holders of Series C Preferred  Shares of
the Trust's election in the notice to such holders of such  transaction.  As set
forth in Section 6, and  subject to the Trust's  election  right under the first
paragraph of Section 11(e),  holders may convert their Series C Preferred Shares
upon a Public Acquirer Change of Control during the period specified therein. In
addition, a holder can also, subject to certain conditions, require the Trust to
repurchase all or a portion of our Series C Preferred  Shares in accordance with
the provisions set forth in Section 12 hereof.                                  

         Section 12.  Purchase of Series C Preferred  Shares Upon a  Fundamental
Change                                                                          

                (a) In the event of a Fundamental  Change,  a holder of Series C
Preferred  Shares  shall have the right to require  the Trust to  purchase  (the
"Repurchase Right") for cash all or any part of such holder's Series C Preferred
Shares at a purchase  price equal to 100% of the  liquidation  preference of the
Series C Preferred  Shares to be  purchased  plus  accrued and unpaid  dividends
(including additional dividends, if any) to, but not including,  the Fundamental
Change  Purchase  Date  (the  "Fundamental  Change  Purchase  Price").  Series C
Preferred Shares submitted for purchase must be $50.00 liquidation preference or
an integral multiple thereof.                                                   

                (b) On or before the tenth Trading Day after the occurrence of a
Fundamental Change, the Trust shall provide to all holders of Series C Preferred
Shares and the  transfer  agent                                                 

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a Notice of the  occurrence  of the  Fundamental Change and of the resulting    
Repurchase Right. Such Notice shall state:                                      

                       (i) the events constituting the Fundamental Change;

            (ii) the date of the Fundamental Change;

                          (iii) the last date on which a holder may exercise the
Repurchase Right;                                 

                 (iv) the Fundamental Change Repurchase Price;

               (v) the Fundamental Change Repurchase Date;

                    (vi) the name and address of the transfer agent;

                          (vii) the  Conversion  Rate and any  adjustment to the
               Conversion Rate that will result from the Fundamental  Change, as
               applicable,  pursuant to either (A) Sections 11(a),  (b), (c) and
(c) or (B) Section 11(e);                         

                          (viii) that Series C Preferred  Shares with respect to
               which  a  repurchase  notice  is  given  by  the  holder  may  be
               converted,  if  otherwise  convertible,  only  if the  repurchase
notice has been properly withdrawn; and           

                          (ix) the  procedures  that a  holder  must  follow  to
exercise the Repurchase Right.                    

                (c)  Simultaneously  with providing such Notice, the Trust shall
publish  a  notice  containing  this  information  in  a  newspaper  of  general
circulation  in the City of New York or through such other public  medium as the
Trust  may use at that  time  and  publish  such  information  on its  corporate
website.                                                                        

                (d) To exercise the Repurchase Right,  subject to Section 12(e),
a holder of the  Series C  Preferred  Shares  must  deliver,  on or  before  the
twentieth  Trading  Day after the date of the  Trust's  delivery  of Notice of a
Fundamental  Change  (subject to extension to comply with  applicable  law), the
Series C Preferred Shares to be purchased, duly endorsed for transfer,  together
with a written  repurchase  notice and the form  entitled  "Form of  Fundamental
Change  Repurchase  Notice" duly completed to the transfer agent. The repurchase
notice must state:                                                              

                          (i) the applicable Fundamental Change Repurchase Date;

                          (ii) the  portion  of the  liquidation  preference  of
               Series C Preferred Shares to be purchased,  in integral multiples
of $50.00; and                                    

                          (iii)  that the  Series C  Preferred  Shares are to be
 purchased by the Trust pursuant to this Section 12.

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                (e) If the Series C  Preferred  Shares  are not in  certificated
form, a holder's repurchase notice must comply with applicable  Depository Trust
Company procedures.                                                             

                (f) A holder of  Series C  Preferred  Shares  may  withdraw  any
repurchase  notice  (in  whole or in part) by a  written  notice  of  withdrawal
delivered  to the Trust  prior to the close of business on the Trading Day prior
to the Fundamental Change Repurchase Date. The notice of withdrawal shall state:

                          (i) the liquidation preference of the withdrawn Series
  C Preferred Shares, in integral multiples of $50.00;

                          (ii) if  certificated  Series C Preferred  Shares have
               been issued,  the certificate  numbers of the withdrawn  Series C
Preferred Shares; and                             

                          (iii)  the  liquidation  preference,   if  any,  which
remains subject to the repurchase notice.         

                (g) If the Series C  Preferred  Shares  are not in  certificated
form, a holder's  notice of withdrawal  must comply with  applicable  Depository
Trust Company procedures.                                                       

                (h) The  Trust  shall  be  required  to  purchase  the  Series C
Preferred  Shares no later  than 35 Trading  Days after the date of the  Trust's
delivery of Notice of the  Fundamental  Change,  subject to  extension to comply
with  applicable  law (as set forth in the  Notice of  Fundamental  Change,  the
"Fundamental  Change  Repurchase  Date").  A holder of Series C Preferred Shares
shall  receive  payment  of  the  Fundamental  Change  Purchase  Price  promptly
following the later of the  Fundamental  Change  Repurchase  Date or the time of
book-entry transfer or delivery of the Series C Preferred Shares.               

                (i) If the  transfer  agent  holds  cash  sufficient  to pay the
Fundamental  Change  Repurchase  Price of the Series C  Preferred  Shares on the
Trading Day following the Fundamental Change Repurchase Date, then:             

                      (1)  the  Series  C  Preferred  Shares  will  cease  to be
outstanding and dividends (including additional dividends, if any) will cease to
accrue (whether or not book-entry  transfer of the Series C Preferred  Shares is
made or whether or not the Series C Preferred Share certificate,  if applicable,
is delivered to the transfer agent); and                                        

                      (2) all other rights of the holder will  terminate  (other
than the right to receive the Fundamental  Change Repurchase Price upon delivery
or transfer of the Series C Preferred Shares).                                  

                (j) A  "Fundamental  Change" will be deemed to have  occurred if
any of the following occurs:                                                    

                      (1) The Trust consolidates with or merges with or into any
person  or  convey,  transfer,  sell or  otherwise  dispose  of or lease  all or
substantially all of its assets to any person,  or any corporation  consolidates
with or  merges  into  or with  the  Trust,  in any  such  event  pursuant  to a
transaction in which the Trust's  outstanding  voting shares are changed into or

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exchanged  for  cash,  securities  or other  property,  other  than (a) any such
transaction  where the  Trust's  outstanding  voting  shares are not  changed or
exchanged  at all  (except  to the extent  necessary  to reflect a change in the
Trust's  jurisdiction  of formation),  or (b) where (i) the Trust's  outstanding
voting  shares are changed  into or  exchanged  for cash,  securities  and other
property (other than equity interests of the surviving corporation) and (ii) the
Trust's  shareholders  immediately  before  such  transaction  own,  directly or
indirectly,  immediately following such transaction,  more than 50% of the total
outstanding voting stock of the surviving corporation; or                       

                      (2) The Trust is  liquidated  or dissolved or adopt a plan
of liquidation or dissolution.                                                  

                (k) However, notwithstanding the foregoing, a Fundamental Change
will not be deemed to have occurred if either:                                  

                      (1) the Closing Sale Price of the Common Stock for each of
at least five (5)  Trading  Days  within (A) the period of ten (10)  consecutive
Trading Days immediately after the later of the Fundamental Change or the public
announcement  of the  Fundamental  Change,  in the case of a Fundamental  Change
described  in 1 above;  or (B) the period of ten (10)  consecutive  Trading Days
immediately  preceding  the  Fundamental  Change,  in the case of a  Fundamental
Change  described in 2 above,  in either case,  is at least equal to 105% of the
quotient of the liquidation  preference of the Series C Preferred Shares divided
by the  Conversion  Rate in effect on each of those five (5)  Trading  Days (the
"105% Trading Price Exception"); or                                             

                      (2) in the case of a merger or consolidation  described in
1  above,  at  least  90% of the  consideration,  excluding  cash  payments  for
fractional shares and cash payments pursuant to dissenters' appraisal rights, in
the merger or  consolidation  constituting  the  Fundamental  Change consists of
voting shares  traded on a U.S.  national  securities  exchange or quoted on the
Nasdaq  National  Market  (or which will be so traded or quoted  when  issued or
exchanged in connection  with such  Fundamental  Change) and as a result of such
transaction or  transactions  the Series C Preferred  Shares become  convertible
solely into such shares of common stock,  excluding cash payments for fractional
shares. For purposes of the foregoing, "voting shares" means shares of the class
or classes  pursuant to which the holders  thereof have the general voting power
under  ordinary  circumstances  to  elect at least a  majority  of the  board of
trustees of a corporation  (irrespective of whether or not at the time shares of
any other class or classes  shall have or might have  voting  power by reason of
the happening of any contingency).                                              

                (l) In connection  with a  Fundamental  Change  repurchase,  the
Trust shall comply with all U.S. federal and state securities laws in connection
with any offer by the Trust to  purchase  the Series C  Preferred  Shares upon a
Fundamental Change.                                                             

                (m) The Trust shall not be required to  repurchase  the Series C
Preferred  Shares upon a Fundamental  Change if a third party (1) makes an offer
to  purchase  the  Series C  Preferred  Shares in the  manner,  at the times and
otherwise  in  compliance  with  the  requirements  applicable  to the  Trust to
repurchase Series C Preferred Shares upon a Fundamental Change and (2) purchases
all of the Series C Preferred  Shares validly  delivered and not withdrawn under
such offer to purchase Series C Preferred Shares.                               

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Section 13. Ranking.                                          

         In respect of rights to the payment of dividends  and the  distribution
of assets in the event of any  liquidation,  dissolution  or  winding  up of the
affairs of the Trust, the Series C Preferred Shares shall rank (i) senior to the
Common  Stock and to any other  class or  series of  Capital  Stock of the Trust
other than any class or series  referred  to in  clauses  (ii) and (iii) of this
sentence,  (ii) on a parity  with any class or series  of  Capital  Stock of the
Trust  the terms of which  specifically  provide  that  such  class or series of
Capital  Stock ranks on a parity  with the Series C  Preferred  Shares as to the
payment  of  dividends  and the  distribution  of  assets  in the  event  of any
liquidation,   dissolution  or  winding  up  of  the  Trust,  including  without
limitation  the  Series B  Preferred  Shares,  and (iii)  junior to any class or
series of Capital  Stock of the Trust  ranking  senior to the Series C Preferred
Shares as to the  payment of  dividends  and the  distribution  of assets in the
event of any liquidation,  dissolution or winding up of the Trust. For avoidance
of  doubt,   debt  securities  of  the  Trust  which  are  convertible  into  or
exchangeable  for shares of Capital  Stock of the Trust shall not  constitute  a
class or series of Capital Stock of the Trust.                                  

         Section 14.  Restrictions  on Transfer,  Acquisition  and Redemption of
Shares.                                                                         

         The Series C Preferred  Shares,  being Equity Stock, is governed by and
issued  subject  to  all  of  the  limitations,  terms  and  conditions  of  the
Declaration applicable to Equity Stock generally, including, but not limited to,
the terms and conditions  (including exceptions and exemptions) of Article NINTH
of the Declaration applicable to Equity Stock;  provided,  however, that (i) the
terms and conditions  (including  exceptions and exemptions) of Article NINTH of
the Declaration applicable to Equity Stock shall also be applied to the Series C
Preferred  Shares  separately  and without  regard to any other series or class,
(ii) the  reference  to the "General  Corporation  Law of the State of Maryland"
under  subparagraph  (b)(4) of Article NINTH of the Declaration  shall be to the
"Maryland  REIT  Law,"  (iii) the Equity  Stock  into which the Excess  Stock is
converted in subparagraph (b)(5)(A) of Article NINTH of the Declaration shall be
shares of Series C Preferred  Shares,  and (iv) the Current  Market Price of the
Series C Preferred  Shares for  purposes of  subparagraphs  (b)(5) and (b)(6) of
Article NINTH of the  Declaration  shall be determined by the  definition  under
Section 1 of this Article FOURTH.  The foregoing sentence shall not be construed
to limit to the Series C Preferred Shares the applicability of any other term or
provision  of the  Declaration.  In  addition  to  the  legend  contemplated  by
subparagraph  (a)(10) of Article NINTH of the Declaration,  each certificate for
Series C Preferred Shares shall bear substantially the following legend:        

                 THE TRUST WILL  FURNISH TO ANY  SHAREHOLDER
      ON REQUEST AND WITHOUT  CHARGE A FULL STATEMENT OF THE
      DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER
      RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO
      DIVIDENDS OR DISTRIBUTIONS,  QUALIFICATIONS, AND TERMS
      AND  CONDITIONS  OF  REDEMPTION  OF THE SHARES OF EACH
      CLASS WHICH THE TRUST IS AUTHORIZED  TO ISSUE,  OF THE
      DIFFERENCES  IN THE  RELATIVE  RIGHTS AND  PREFERENCES
      BETWEEN THE SHARES OF EACH  SERIES OF A  PREFERRED  OR
      SPECIAL  CLASS IN SERIES WHICH THE TRUST IS AUTHORIZED
      TO ISSUE, TO THE EXTENT THEY HAVE BEEN SET, AND OF THE
AUTHORITY OF THE BOARD OF TRUSTEES TO SET       

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      THE  RELATIVE  RIGHTS AND  PREFERENCES  OF  SUBSEQUENT
      SERIES OF A PREFERRED OR SPECIAL CLASS OF SHARES. SUCH
      REQUEST MAY BE MADE TO THE  SECRETARY  OF THE TRUST OR
TO ITS TRANSFER AGENT.                          

Section 15. Exclusion of Other Rights.                        

         The  Series  C  Preferred   Shares  shall  not  have  any  preferences,
conversion or other  rights,  voting  powers,  restrictions,  limitations  as to
dividends,  qualifications,  or terms or  conditions  of  redemption  other than
expressly set forth in the Declaration and these Articles Supplementary.        

Section 16. Headings of Subdivisions.                         

         The headings of the various  subdivisions hereof are for convenience of
reference only and shall not affect the  interpretation of any of the provisions
hereof.                                                                         

Section 17. Severability of Provisions.                       

         If  any  preferences,   conversion  or  other  rights,  voting  powers,
restrictions,   limitations  as  to  dividends,   qualifications,  or  terms  or
conditions  of  redemption  of the  Series C  Preferred  Shares set forth in the
Declaration and these Articles Supplementary are invalid,  unlawful or incapable
of being  enforced  by  reason of any rule of law or  public  policy,  all other
preferences  or other rights,  voting  powers,  restrictions,  limitations as to
distributions,  qualifications  or terms or conditions of redemption of Series C
Preferred Shares set forth in the Declaration  which can be given effect without
the invalid,  unlawful or unenforceable  provision thereof shall,  nevertheless,
remain in full force and  effect  and no  preferences  or other  rights,  voting
powers,  restrictions,  limitations  as to  dividends  or  other  distributions,
qualifications  or terms or  conditions  of redemption of the Series C Preferred
Shares  herein  set forth  shall be deemed  dependent  upon any other  provision
thereof unless so expressed therein.                                            

Section 18. No Preemptive Rights.                             

         No  holder  of  Series C  Preferred  Shares  shall be  entitled  to any
preemptive  rights to subscribe  for or acquire any  unissued  shares of Capital
Stock of the Trust  (whether now or hereafter  authorized)  or securities of the
Trust  convertible into or carrying a right to subscribe to or acquire shares of
Capital Stock of the Trust.                                                     

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         IN WITNESS  WHEREOF,  LEXINGTON  CORPORATE  PROPERTIES TRUST has caused
these  presents to be signed in its name and on its behalf by its  President and
witnessed by its Secretary on December 8, 2004.                                 

WITNESS:                                LEXINGTON CORPORATE PROPERTIES TRUST    

/s/ Paul R. Wood                    By:      /s/ T. Wilson Eglin  
------------------------------------         -----------------------------------
Paul R. Wood, Secretary                      T. Wilson Eglin, President 

         THE UNDERSIGNED, President of LEXINGTON CORPORATE PROPERTIES TRUST, who
executed on behalf of the Trust the foregoing  Articles  Supplementary  of which
this Certificate is made a part,  hereby  acknowledges in the name and on behalf
of said Trust the foregoing  Articles  Supplementary to be the trust act of said
Trust and hereby  certifies  that the  matters  and facts set forth  herein with
respect to the  authorization  and  approval  thereof  are true in all  material
respects under the penalties of perjury.                                        

                                             /s/ T. Wilson Eglin
                                             -----------------------------------
                                            T. Wilson Eglin, President

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                                                                     Exhibit 4.1

FORMED UNDER THE LAWS OF THE

 State of Maryland
Number                                                Shares  

LEXINGTON CORPORATE PROPERTIES TRUST

6.50% SERIES C CUMULATIVE           CUSIP  529043 30 9                        
CONVERTIBLE PREFERRED STOCK         SEE REVERSE SIDE FOR CERTAIN              
                             DEFINITIONS AND IMPORTANT NOTICE ON
                                     TRANSFER RESTRICTIONS AND OTHER INFORMATION

THIS CERTIFIES THAT         SPECIMEN                        

is the owner of                                                                 

fully-paid  and   non-assessable   shares  of  the  6.50%  Series  C  Cumulative
Convertible  Preferred  Stock,  Liquidation  Preference $50 per share, par value
$.0001 per share of LEXINGTON CORPORATE PROPERTIES TRUST (hereinafter called the
"Trust"),  transferable  only on the books of the Trust by the registered holder
hereof  in  person  or by  duly  authorized  attorney  upon  surrender  of  this
Certificate  properly  endorsed.  This  Certificate  and the shares  represented
hereby are issued and shall be held subject to the laws of the State of Maryland
and to all of the  provisions of the  Declaration  of the Trust of the Trust and
the Bylaws of the Trust and any amendments thereto.                             

     Witness, the facsimile seal of the Trust, and the signatures of its
duly authorized officers.                                                       

Dated:                                                                          

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

8-A12B Last Page of 42 TOC 1st Previous Next ↓Bottom Just 42nd
LEXINGTON CORPORATE PROPERTIES TRUST

         This  certificate  and the  shares  represented  thereby  shall be held
subject to all of the  provisions of the  Declaration  of Trust  (including  the
Articles  Supplementary setting forth the terms of the 6.50% Series C Cumulative
Convertible  Preferred Stock) and the By-Laws of Lexington Corporate  Properties
Trust  (the  "Trust"),  a copy of each of which is on file at the  office of the
Trust,  and made a part  hereof  as  fully  as  though  the  provisions  of said
Declaration of Trust and By-Laws were imprinted in full on this certificate,  to
all of which the holder of this certificate,  by acceptance hereof,  assents and
agrees to be bound.                                                             

         The Trust will furnish to any owner of shares of beneficial interest on
request  and  without  charge  a full  statement  of the  designations  and  any
preferences,   conversion  and  other  rights,   voting  powers,   restrictions,
limitations  as to  dividends,  qualifications,  and  terms  and  conditions  of
redemption  of the shares of each series or class which the Trust is  authorized
to issue, of the differences in the relative rights and preferences  between the
shares of each series of a preferred or special  class in series which the Trust
is authorized  to issue,  to the extent they have been set, and of the authority
of the  Board  of  Trustees  to set  the  relative  rights  and  preferences  of
subsequent  series of a preferred or special class of stock. Such request may be
made to the secretary of the Trust or to its transfer agent.                    

         The shares of  preferred  stock  represented  by this  certificate  are
subject to restrictions  on transfer for the purpose of the Trust'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 exceptions,  no Person may,
(1) Beneficially Own or  Constructively  Own shares of Equity Stock in excess of
9.8%  of  the  value  of the  outstanding  Equity  Stock  of  the  Trust  or (2)
Beneficially  Own Equity Stock that would result in the Trust's  being  "closely
held" under Section 856(h) of the Code. Any Person who attempts to  Beneficially
Own or  Constructively  Own  shares  of  Equity  Stock in  excess  of the  above
limitations  must immediately  notify the Trust.  All capitalized  terms in this
legend have the meanings defined in the Declaration,  as the same may be further
amended  from  time to  time,  a copy of which  including  the  restrictions  on
transfer,  will be sent without charge to each  stockholder who so requests.  If
the  restrictions  on  transfer  are  violated,   the  shares  of  Equity  Stock
represented  hereby will be  automatically  converted for shares of Excess Stock
which will be held in trust by the Trust.                                       

         Keep  this  certificate  in a safe  place.  If it is  lost,  stolen  or
destroyed,  the Trust will  require a bond of  indemnity  as a condition  to the
issuance of a replacement certificate.                                          

         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:                                    

                                                        [Enlarge/Download Table]
                                                                                                                    
TEN COM - as tenants in common                        UNIFORM GIFT MIN ACT-____________Custodian____________        
TEN ENT - as tenants by the entireties                                       (Cust)               (Minor)           
JT TEN - as joint tenants with right of survivorship                                                                
                                                      Under Uniform Gifts to Minors and not as tenants in common Act

                                                      ----------------------------------------------------          
                                                                          (State)                                   

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

For Value Received _____________________ hereby sell, assign and transfer unto  

PLEASE INSERT SOCIAL SECURITY OR OTHER                                          
IDENTIFYING NUMBER OF TRANSFEREE                                                

------------------------------------------                                      
|                                         |                                     
------------------------------------------                                      

------------------------------------------------------------------------------- 
(NAME AND ADDRESS OF TRANSFEREE SHOULD BE PRINTED OR TYPEWRITTEN)     

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

------------------------------------------------------------------------------- 
Shares of the 6.50% Series C Cumulative Convertible Preferred Stock     
   represented by the within Certificate, and do hereby irrevocably constitute
and appoint                                                             

------------------------------------------------------------------------------- 
   Attorney to transfer the said Shares on the books of the within-named Trust
with full power of substitution in the premises.                        

Dated:                                                                          
      -----------------------------    ---------------------------------------
SIGNATURE(S) GUARANTEED                    SIGNATURE          

By                                                                              
 -----------------------------------------------------------------------------
THE SIGNATURE(S) SHOULD 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   
SEC RULE 17Ad-15.                                                               

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

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-A12B’ Filing	Date	First	Last	Other Filings

	11/15/14	32
	11/16/09	14	15
	11/15/06	6
	11/16/05	6
	11/15/05	6		10-Q/A
	2/15/05	6	9	SC 13G
	12/31/04	6	9	10-K, 4
Filed on:	12/8/04	3	40	8-K
	12/3/04	2		424B5, 8-K
	12/2/04	33		424B3
	2/15/04	9
	10/22/03	2
	10/2/03	2		S-3
	6/17/03	2		8-A12B
	1/16/98	2		8-K
	12/31/97	2		10-K405, 424B2, 8-K
				List all Filings

21 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/02/24  LXP Industrial Trust              10-Q        3/31/24   89:7.4M                                   Bonventre Joseph
 2/16/24  LXP Industrial Trust              424B5                  2:573K                                   Nuvo Group, Inc./FA
 2/16/24  LXP Industrial Trust              424B5                  2:558K                                   Nuvo Group, Inc./FA
 2/16/24  LXP Industrial Trust              S-3ASR      2/16/24    7:1M                                     Nuvo Group, Inc./FA
 2/15/24  LXP Industrial Trust              10-K       12/31/23  117:16M                                    Bonventre Joseph
11/01/23  LXP Industrial Trust              S-4                    5:688K                                   Nuvo Group, Inc./FA
10/31/23  LXP Industrial Trust              10-Q        9/30/23   90:8M                                     Bonventre Joseph
 8/02/23  LXP Industrial Trust              10-Q        6/30/23   86:7.9M                                   Bonventre Joseph
 5/03/23  LXP Industrial Trust              10-Q        3/31/23   88:7.7M                                   Bonventre Joseph
 2/16/23  LXP Industrial Trust              10-K       12/31/22  112:19M                                    Bonventre Joseph
11/03/22  LXP Industrial Trust              10-Q        9/30/22   83:8.6M                                   Bonventre Joseph
 8/04/22  LXP Industrial Trust              10-Q        6/30/22   80:8.2M                                   Bonventre Joseph
 5/05/22  LXP Industrial Trust              10-Q        3/31/22   81:7.4M                                   Bonventre Joseph
 2/24/22  LXP Industrial Trust              10-K       12/31/21  109:17M                                    Bonventre Joseph
11/04/21  LXP Industrial Trust              10-Q        9/30/21   77:8.3M                                   Bonventre Joseph
 8/05/21  LXP Industrial Trust              10-Q        6/30/21   76:7.7M                                   Bonventre Joseph
 5/07/21  LXP Industrial Trust              10-Q        3/31/21   77:6.9M                                   Bonventre Joseph
 2/19/21  LXP Industrial Trust              S-3ASR      2/19/21    7:940K                                   Nuvo Group, Inc./FA
 2/18/21  LXP Industrial Trust              10-K       12/31/20  108:16M                                    Bonventre Joseph
11/05/20  LXP Industrial Trust              10-Q        9/30/20   74:7.6M                                   Bonventre Joseph
 8/06/20  LXP Industrial Trust              10-Q        6/30/20   74:8.1M                                   Bonventre Joseph

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Filing Submission 0001116679-04-002420 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Lexington Realty Trust – ‘8-A12B’ on 12/8/04

On: Wednesday, 12/8/04, at 12:36pm ET · Accession #: 1116679-4-2420 · File #: 1-12386

Registration of a Class of Securities — Form 8-AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

21 Subsequent Filings that Reference this Filing

Registration of a Class of Securities — Form 8-A
Filing Table of Contents