ARTICLES SUPPLEMENTARY OF KIMCO REALTY CORP.

ARTICLES SUPPLEMENTARY

OF

KIMCO REALTY CORPORATION

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

FIRST: Pursuant to the authority granted to and vested in the
Board of Directors of the Corporation (the "Board of Directors") in accordance
with Article IV.D. of the charter of the Corporation, including these Articles
Supplementary (the "Charter"), the Board of Directors, by unanimous written
consent dated April 1, 1996, adopted resolutions reclassifying 460,000 shares
(the "Shares") of Preferred Stock (as defined in the Charter) as a separate
class of stock, 8 3/8% Class C Cumulative Redeemable Preferred Stock, $1.00 par
value per share ("Class C Preferred Stock"), and reclassifying 460,000 shares
(the "Class C Excess Shares") of Preferred Stock (as defined in the Charter) as
a separate class of stock, Class C Excess Preferred Stock, $1.00 par value per
share ("Class C Excess Preferred Stock"), each with the preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends or
other distributions, qualifications, and terms and conditions of redemption set
forth below:

8 3/8% Class C Cumulative Redeemable Preferred Stock

A. Certain Definitions.

Unless the context otherwise requires, the terms defined in this
paragraph (A) shall have, for all purposes of the provisions of the Charter in
respect of the Class C Preferred Stock, the meanings herein specified (with
terms defined in the singular having comparable meanings when used in the
plural).

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





Beneficiary. The term "Beneficiary" shall mean the beneficiary of the
Trust as determined pursuant to subparagraph (11)(d)(1) of paragraph (F) below.

Business Day. The term "Business Day" shall mean any day, other than a

Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions in New York City are authorized or required by law, regulation or
executive order to close.

Class A Preferred Stock. The term "Class A Preferred Stock"
shall mean the 7 3/4% Class A Cumulative Redeemable Preferred Stock,
$1.00 par value per share, of the Company.

Class B Preferred Stock. The term "Class B Preferred Stock"
shall mean the 8 1/2% Class B Cumulative Redeemable Preferred Stock,
$1.00 par value per share, of the Company.

Code. The term "Code" shall mean the Internal Revenue Code
of 1986, as amended from time to time.

Common Equity. The term "Common Equity" shall mean all shares now or
hereafter authorized of any class of common stock of the Corporation, including
the Common Stock, and any other stock of the Corporation, howsoever designated,
authorized after the Initial Issue Date, which has the right (subject always to
prior rights of any class or series of preferred stock) to participate in the
distribution of the assets and earnings of the Corporation without limit as to
per share amount.

Common Stock. The term "Common Stock" shall mean the common
stock, $.01 par value per share, of the Corporation.

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

Depositary Shares. The term "Depositary Shares" shall mean the
Depositary Shares each representing 1/10 of a share of Class C Preferred Stock.

Dividend Payment Date. The term "Dividend Payment Date"
shall have the meaning set forth in subparagraph (2) of paragraph
(B) below.

Dividend Period. The term "Dividend Period" shall mean the
period from, and including, the Initial Issue Date to, but not
including, the first Dividend Payment Date and thereafter, each





quarterly period from, and including, the Dividend Payment Date to, but not
including, the next Dividend Payment Date.

Initial Issue Date. The term "Initial Issue Date" shall mean the date

that shares of Class C Preferred Stock are first issued by the Corporation.

Junior Stock. The term "Junior Stock" shall mean, as the case may be,
(i) the Common Equity and any other class or series of stock of the Corporation
which is not entitled to receive any dividends in any Dividend Period unless all
dividends required to have been paid or declared and set apart for payment on
the Class C Preferred Stock shall have been so paid or declared and set apart
for payment or (ii) the Common Equity and any other class or series of stock of
the Corporation which is not entitled to receive any assets upon liquidation,
dissolution or winding up of the affairs of the Corporation until the Class C
Preferred Stock shall have received the entire amount to which such Class C
Preferred Stock is entitled upon such liquidation, dissolution or winding up.

IRS. The term "IRS" shall mean the United States Internal
Revenue Service.

Liquidation Preference. The term "Liquidation Preference"
shall mean $250.00 per share.

Parity Stock. The term "Parity Stock" shall mean, as the case may be,
(i) any class or series of stock of the Corporation which is entitled to receive
payment of dividends on a parity with the Class C Preferred Stock or (ii) any
class or series of stock of the Corporation which is entitled to receive assets
upon liquidation, dissolution or winding up of the affairs of the Corporation on
a parity with the Class C Preferred Stock. The term "Parity Stock" shall include
the Class A Preferred Stock and the Class B Preferred Stock.

Market Price. The term "Market Price" shall mean the price of the Class
C Preferred Stock (i) as determined by multiplying by ten the last reported
sales price of the Depositary Shares reported on the New York Stock Exchange on
the trading day immediately preceding the relevant date or, (ii) if the
Depositary Shares are not then traded on the New York Stock Exchange, as
determined by multiplying by ten the last reported sales price of the Depositary
Shares on the trading day immediately preceding the relevant date as reported on
any exchange or quotation system over which the Depositary Shares may be traded
or, (iii) if the Depositary Shares are not then traded over any exchange or
quotation system, as determined in good faith by the Board of Directors of the
Corporation.

Ownership Limit. The term "Ownership Limit" shall mean not
more than 9.8% of the outstanding shares of Preferred Equity
Stock.






Person. The term "Person" shall mean an individual, corporation,
partnership, estate, trust (including a trust qualified under Section 401(a) or
501(c)(17) of the Code), a portion of a trust permanently set aside for or to be
used exclusively for the purposes described in Section 642(c) of the Code,
association, private foundation within the meaning of Section 509(a) of the

Code, joint stock company or other entity, and also includes a group as that
term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended; but does not include an underwriter which participates in a
public offering of the Class C Preferred Stock or any interest therein, provided
that such ownership by such underwriter would not result in the Corporation
being "closely held" within the meaning of Section 856(h) of the Code, or
otherwise result in the Corporation failing to qualify as a REIT.

Preferred Equity Stock. The term "Preferred Equity Stock" shall mean
shares of stock that are either Class C Preferred Stock or Class C Excess
Preferred Stock.

Purported Beneficial Transferee. The term "Purported Beneficial
Transferee" shall mean, with respect to any purported Transfer which results in
Class C Excess Preferred Stock, the purported beneficial transferee or owner for
whom the Purported Record Transferee would have acquired or owned shares of
Class C Preferred Stock if such Transfer had been valid under subparagraph (1)
of paragraph (F) below.

Purported Record Transferee. The term "Purported Record Transferee"
shall mean, with respect to any purported Transfer which results in Class C
Excess Preferred Stock, the record holder of the Preferred Equity Stock if such
Transfer had been valid under subparagraph (1) of paragraph (F) below.

Record Date. The term "Record Date" shall mean the date designated by
the Board of Directors of the Corporation at the time a dividend is declared;
provided, however, that such Record Date shall be the first day of the calendar
month in which the applicable Dividend Payment Date falls or such other date
designated by the Board of Directors for the payment of dividends that is not
more than thirty (30) days nor less than ten (10) days prior to such Dividend
Payment Date.

Redemption Date. The term "Redemption Date" shall have the
meaning set forth in subparagraph (2) of paragraph (D) below.

Redemption Price. The term "Redemption Price" shall mean a price per
share equal to $250.00 together with accrued and unpaid dividends, if any,
thereon to the Redemption Date.

Senior Stock. The term "Senior Stock" shall mean, as the case may be,
(i) any class or series of stock of the Corporation created after the Initial
Issue Date in accordance with subparagraph (1) of paragraph (E) ranking senior
to the Class C





Preferred Stock in respect of the right to receive dividends or (ii) any class
or series of stock of the Corporation created after the Initial Issue Date in
accordance with subparagraph (1) of paragraph (E) ranking senior to the Class C
Preferred Stock in respect of the right to participate in any distribution upon
liquidation, dissolution or winding up of the affairs of the Corporation.


REIT. The term "REIT" shall mean a real estate investment
trust under Section 856 of the Code.

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

Trust. The term "Trust" shall mean the trust created
pursuant to subparagraph (11)(a) of paragraph (F).

Trustee. The term "Trustee" shall mean the Corporation as
trustee for the Trust, and any successor trustee appointed by the
Corporation.

B. Dividends.

1. The record holders of Class C Preferred Stock shall be entitled to
receive dividends, when and as declared by the Board of Directors of the
Corporation, out of funds legally available for payment of dividends. Such
dividends shall be payable by the Corporation in cash at the rate of $20.938 per
annum per share at the rate of 8 3/8% per annum of the Liquidation Preference.

2. Dividends on shares of Class C Preferred Stock shall accrue and be
cumulative from the Initial Issue Date. Dividends shall be payable quarterly in
arrears when and as declared by the Board of Directors of the Corporation on
January 15, April 15, July 15 and October 15 of each year (each, a "Dividend
Payment Date"), commencing on July 15, 1996. If any Dividend Payment Date occurs
on a day that is not a Business Day, any accrued dividends otherwise payable on
such Dividend Payment Date shall be paid on the next succeeding Business Day.
The amount of dividends payable on Class C Preferred Stock for each full
Dividend Period shall be computed by dividing by four (4) the annual dividend
rate set forth in subparagraph (1) of this paragraph (B) above. Dividends
payable in respect of the first Dividend Period and any subsequent Dividend
Period which is less





than a full Dividend Period in length will be computed on the basis of a 360-day
year consisting of twelve 30-day months. Dividends shall be paid to the holders
of record of the Class C Preferred Stock as their names shall appear on the
stock transfer records of the Corporation at the close of business on the Record
Date for such dividend. Dividends in respect of any past Dividend Periods that
are in arrears may be declared and paid at any time to holders of record on the

Record Date therefor. Any dividend payment made on shares of Class C Preferred
Stock shall be first credited against the earliest accrued but unpaid dividend
due which remains payable. Upon issuance, the Class C Preferred Stock will rank
on parity as to dividends with the Class A Preferred Stock and the Class B
Preferred Stock.

3. If any shares of Class C Preferred Stock are outstanding, no full
dividends shall be declared or paid or set apart for payment on any other class
or series of Preferred Stock ranking junior to or on a parity with the Class C
Preferred Stock as to dividends for any period unless full cumulative dividends
have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for such payment on the Class C
Preferred Stock for all past Dividend Periods and the then current Dividend
Period. When dividends are not paid in full (or a sum sufficient for such full
payment is not so set apart) upon the shares of the Class C Preferred Stock and
any other class or series of Preferred Stock ranking on a parity as to dividends
with the Class C Preferred Stock, all dividends declared upon the shares of the
Class C Preferred Stock and any other such class or series of Preferred Stock
shall be declared pro rata so that the amount of dividends declared per share on
the Class C Preferred Stock and such class or series of Preferred Stock shall in
all cases bear to each other the same ratio that accrued and unpaid dividends
per share on the shares of the Class C Preferred Stock and such class or series
of Preferred Stock 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
Class C Preferred Stock which may be in arrears.

4. Except as provided in subparagraph (3) of this paragraph (B), unless
full cumulative dividends on the Class C Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for payment for all past Dividend Periods and the then
current Dividend Period, no dividends (other than in common stock or other stock
ranking junior to the Class C Preferred Stock as to dividends and upon
liquidation, dissolution and winding up of the affairs of the Corporation) shall
be declared or paid or set apart for payment or other distribution shall be
declared or made upon any Junior Stock or Parity Stock nor shall any Junior
Stock or Parity Stock be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any shares of any such stock) by the Corporation (except by
conversion into or exchange





for other stock of the Corporation ranking junior to the Class C Preferred Stock
as to dividends and upon liquidation, dissolution or winding up).

5. Notwithstanding anything contained herein to the contrary, no
dividends on shares of Class C Preferred Stock shall be authorized or declared
by the Board of Directors of the Corporation or paid or set apart for payment by
the Corporation at such time as the terms and provisions of any agreement of the
Corporation, including any agreement relating to its indebtedness, prohibits
such authorization, declaration, payment or setting apart for payment or

provides that such authorization, declaration, payment or setting apart for
payment would constitute a breach thereof or a default thereunder, or to the
extent such declaration or payment shall be restricted or prohibited by law.

6. Notwithstanding anything contained herein to the contrary, dividends
on the Class C Preferred Stock, if not paid on the applicable Dividend Payment
Date, will accrue whether or not dividends are authorized or declared for such
Dividend Payment Date, whether or not the Corporation has earnings and whether
or not there are funds legally available for the payment of such dividends.

7. If, for any taxable year, the Corporation elects to designate as
"capital gain dividends" (as defined in Section 857 of the Code) any portion
(the "Capital Gains Amount") of the dividends paid or made available for the
year to holders of all classes of stock (the "Total Dividends"), then the
portion of the Capital Gains Amount that shall be allocable to holders of the
Class C Preferred Stock shall be the amount that the total dividends paid or
made available to the holders of the Class C Preferred Stock for the year bears
to the Total Dividends.

C. Distributions Upon Liquidation, Dissolution or Winding Up.

1. Upon any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, subject to the prior preferences
and other rights of any class or series of stock ranking senior to the Class C
Preferred Stock as to the distribution of assets upon liquidation, dissolution
or winding up of the affairs of the Corporation, but before any distribution or
payment shall be made to the holders of any class or series of stock ranking
junior to the Class C Preferred Stock as to the distribution of assets upon any
liquidation, dissolution or winding up of the affairs of the Corporation, the
holders of Class C Preferred Stock shall be entitled to receive out of the
assets of the Corporation legally available for distribution to its stockholders
liquidating distributions in cash or property at its fair market value as
determined by the Board of Directors of the Corporation in the amount of the
Liquidation Preference per share plus an amount equal to all dividends accrued
and unpaid thereon to the date of such





liquidation, dissolution or winding up. After payment of the full amount of the
liquidating distributions to which they are entitled, the holders of Class C
Preferred Stock will have no right or claim to any of the remaining assets of
the Corporation and shall not be entitled to any other distribution in the event
of liquidation, dissolution or winding up of the affairs of the Corporation.

2. In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the legally available assets of the
Corporation are insufficient to pay the amount of the Liquidation Preference per
share plus an amount equal to all dividends accrued and unpaid on the Class C
Preferred Stock and the corresponding amounts payable on each class or series of
stock ranking on a parity with the Class C Preferred Stock as to the
distribution of assets upon liquidation, dissolution or winding up of the

affairs of the Corporation, then the holders of the Class C Preferred Stock and
all such stock shall share ratably in any such distribution of assets in
proportion to the full liquidating distributions to which they otherwise would
be respectively entitled. Upon issuance, the Class C Preferred Stock will rank
on parity with the Class A Preferred Stock and the Class B Preferred Stock as to
the distribution of assets upon any liquidation, dissolution or winding up of
the affairs of the Corporation. Neither the consolidation or merger of the
Corporation into or with another corporation or corporations nor the sale,
lease, transfer or conveyance of all or substantially all of the assets of the
Corporation to another corporation or any other entity shall be deemed a
liquidation, dissolution or winding up of the affairs of the Corporation within
the meaning of this paragraph (C).

D. Redemption by the Corporation.

1. The Class C Preferred Stock may be redeemed for cash, in whole or
from time to time in part, on any date on or after April 15, 2001 at the option
of the Corporation at the Redemption Price. The Redemption Price of the Class C
Preferred Stock (other than any portion thereof consisting of accrued and unpaid
dividends) may be paid solely from the sale of proceeds of other capital stock
of the Company and not from any other source. For purposes of the preceding
sentence, "capital stock" means any equity securities (including Common Equity
and Preferred Stock), shares, interests, participations or other ownership
interests (however designated) and any rights (other than debt securities
convertible into or exchangeable for equity securities) or options to purchase
any of the foregoing.

2. Each date fixed for redemption pursuant to subparagraph (1) of this
paragraph (D) is called a "Redemption Date". If the Redemption Date is after a
Record Date and before the related Dividend Payment Date, the dividend payable
on such Dividend Payment Date shall be paid to the holder in whose name the
Class C Preferred Stock to be redeemed is registered at the close of





business on such Record Date notwithstanding the redemption thereof between such
Record Date and the related Dividend Payment Date or the Corporation's default
in the payment of the dividend due.

3. In case of redemption of less than all shares of Class C Preferred
Stock at the time outstanding, the shares to be redeemed shall be selected by
the Corporation pro rata from the holders of record of such shares in proportion
to the number of shares held by such holders (with adjustments to avoid
redemption of fractional shares) or by any other equitable method determined by
the Corporation that will not result in the issuance of any Class C Excess
Preferred Stock.

4. Notice of any redemption will be given by publication in a newspaper
of general circulation in The City of New York, such publication to be made once
a week for two successive weeks commencing not less than 30 nor more than 60
days prior to the Redemption Date. A similar notice will be mailed by the

Corporation, postage prepaid, not less than 30 nor more than 60 days prior to
the Redemption Date, addressed to the respective holders of record of the Class
C Preferred Stock to be redeemed at their respective addressees as they appear
on the stock transfer records of the Corporation. No failure to give such notice
or any defect therein or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any shares of Class C Preferred Stock except
as to any holder to whom the Corporation has failed to give notice or except as
to any holder to whom notice was defective or not given. In addition to any
information required by law or by the applicable rules of any exchange upon
which Class C Preferred Stock may be listed or admitted to trading, such notice
shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the
number of shares of Class C Preferred Stock to be redeemed and, if less than all
shares held by the particular holder are to be redeemed, the number of such
shares to be redeemed; (iv) the place or places where certificates for such
shares are to be surrendered for payment of the Redemption Price; and (v) that
dividends on the shares to be redeemed will cease to accrue on the Redemption
Date.

5. If notice has been mailed in accordance with subparagraph (4) of
this paragraph (D) and provided that on or before the Redemption Date specified
in such notice all funds necessary for such redemption shall have been set aside
by the Corporation, separate and apart from its other funds in trust for the pro
rata benefit of the holders of the shares so called for redemption, so as to be,
and to continue to be available therefor, then, from and after the Redemption
Date, dividends on the shares of the Class C Preferred Stock so called for
redemption shall cease to accrue, and said shares shall no longer be deemed to
be outstanding and shall not have the status of shares of Class C Preferred
Stock, and all rights of the holders thereof as shareholders of the Corporation
(except the right to





receive from the Corporation the Redemption Price) shall cease. Upon surrender,
in accordance with said notice, of the certificates for any shares so redeemed
(properly endorsed or assigned for transfer, if the Corporation shall so require
and the notice shall so state), such shares shall be redeemed by the Corporation
at the Redemption Price. In case fewer than all the shares represented by any
such certificate are redeemed, a new certificate or certificates shall be issued
representing the unredeemed shares without cost to the holder thereof.

6. Any funds deposited with a bank or trust company for the purpose of
redeeming Class C Preferred Stock shall be irrevocable except that:

a. the Corporation shall be entitled to receive from such bank
or trust company the interest or other earnings, if any, earned on any money so
deposited in trust, and the holders of any shares redeemed shall have no claim
to such interest or other earnings; and

b. any balance of monies so deposited by the Corporation and
unclaimed by the holders of the Class C Preferred Stock entitled thereto at the
expiration of two (2) years from the applicable Redemption Date shall be repaid,

together with any interest or other earnings earned thereon, to the Corporation,
and after any such repayment, the holders of the shares entitled to the funds so
repaid to the Corporation shall look only to the Corporation for payment without
interest or other earnings.

7. No Class C Preferred Stock may be redeemed except with
funds legally available for the payment of the Redemption Price.

8. Unless full cumulative dividends on all shares of Class C Preferred
Stock shall have been or contemporaneously are declared and paid or declared and
a sum sufficient for the payment thereof set apart for payment for all past
Dividend Periods and the then current Dividend Period, no shares of any Class C
Preferred Stock shall be redeemed unless all outstanding shares of Class C
Preferred Stock are simultaneously redeemed; provided, however, that the
foregoing shall not prevent the purchase or acquisition of shares of Class C
Preferred Stock pursuant to a purchase or exchange offer made on the same terms
to holders of all outstanding shares of Class C Preferred Stock, and, unless
full cumulative dividends on all outstanding shares of Class C Preferred Stock
have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for all past Dividend
Periods and the then current Dividend Period, the Corporation shall not purchase
or otherwise acquire directly or indirectly any shares of Class C Preferred
Stock (except by conversion into or exchange for stock of the Corporation
ranking junior to the Class C Preferred Stock as to dividends and upon
liquidation, dissolution or winding up).





9. All shares of Class C Preferred Stock redeemed pursuant to this
paragraph (D) shall be retired and shall be reclassified as authorized and
unissued shares of Preferred Stock, without designation as to class or series
and may thereafter be reissued as shares of any class or series of Preferred
Stock.

E. Voting Rights.

1. The holders of record of shares of Class C Preferred Stock shall not
be entitled to any voting rights except as hereinafter provided in this
paragraph (E). The Corporation shall not, without either (a) the affirmative
vote of the holders of at least two-thirds of the shares of the Class C
Preferred Stock outstanding at the time, given in person or by proxy, at a
meeting (such Class C Preferred Stock voting separately as a class) or (b) the
unanimous written consent of all of the holders of shares of Class C Preferred
Stock, (i) authorize or create, or increase the authorized or issued amount of,
any class or series of Senior Stock, or reclassify any authorized stock into
Senior Stock, or create, authorize or issue any obligation or security
convertible into or evidencing the right to purchase any such Senior Stock; or
(ii) amend, alter or repeal the provisions of the Charter in respect of the
Class C Preferred Stock, whether by merger, consolidation or otherwise, so as to
materially and adversely affect any right, preference, privilege or voting power
of the Class C Preferred Stock or the holders thereof; provided, however, that

any increase in the amount of the authorized Preferred Stock or the creation or
issuance of any other class or series of Preferred Stock, or any increase in the
amount of authorized shares of the Class C Preferred Stock, in each case ranking
on a parity with or junior to the Class C Preferred Stock with respect to
payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up, shall not be deemed to materially and adversely
affect such rights, preferences, privileges or voting powers.

2. If and whenever dividends payable on Class C Preferred Stock shall
be in arrears for six (6) or more quarterly periods, regardless of whether such
quarterly periods are consecutive, then the holders of Class C Preferred Stock
(voting separately as a class with such other class or series as provided in
subparagraph (6) of this paragraph (E)) shall be entitled at the next annual
meeting of the stockholders or at any special meeting to elect two (2)
additional directors. Upon election, such directors shall become directors of
the Corporation and the authorized number of directors of the Corporation shall
thereupon be automatically increased by such number of directors.

3. Whenever such voting right shall have vested, such right may be
exercised initially either at a special meeting of the holders of Class C
Preferred Stock, called as hereinafter provided, or at any annual meeting of
stockholders held for the purpose of electing directors, and thereafter at such
annual meetings or by the written consent of the holders of Class C





Preferred Stock. Such right of the holders of Class C Preferred Stock to elect
directors may be exercised until all dividends to which the holders of Class C
Preferred Stock shall have been entitled for (i) all previous Dividend Periods
and (ii) the current Dividend Period shall have been paid in full or declared
and a sum of money sufficient for the payment thereof set aside for payment, at
which time the right of the holders of Class C Preferred Stock to elect such
number of directors shall cease, the term of such directors previously elected
shall, upon the resignation thereof, thereupon terminate, and the authorized
number of directors of the Corporation shall thereupon return to the number of
authorized directors otherwise in effect, but subject always to the same
provisions for the renewal and divestment of such special voting rights in the
case of any such future dividend default or defaults.

4. At any time when such voting right shall have vested in the holders
of Class C Preferred Stock and if such right shall not already have been
initially exercised, a proper officer of the Corporation shall, upon the written
request of any holder of record of Class C Preferred Stock then outstanding,
addressed to the Secretary of the Corporation, call a special meeting of holders
of Class C Preferred Stock. Such meeting shall be held on the earliest
practicable date upon the notice required for annual meetings of stockholders at
the place for holding annual meetings of stockholders of the Corporation or, if
none, at a place designated by the Secretary of the Corporation. If such meeting
shall not be called by the proper officers of the Corporation within thirty (30)
days after the personal service of such written request upon the Secretary of
the Corporation, or within thirty (30) days after mailing the same within the

United States, by registered mail, addressed to the Secretary of the Corporation
at its principal office (such mailing to be evidenced by the registry receipt
issued by the postal authorities), then the holders of record of ten percent
(10%) of the shares of Class C Preferred Stock then outstanding may designate in
writing a holder of Class C Preferred Stock to call such meeting at the expense
of the Corporation, and such meeting may be called by such person so designated
upon the notice required for annual meetings of stockholders and shall be held
at the place for holding annual meetings of the Corporation or, if none, at a
place designated by such holder. Any holder of Class C Preferred Stock that
would be entitled to vote at such meeting shall have access to the stock
transfer records of the Corporation for the purpose of causing a meeting of
stockholders to be called pursuant to the provisions of this paragraph (E).
Notwithstanding the provisions of this paragraph (E), however, no such special
meeting shall be called if any such request is received less than ninety (90)
days before the date fixed for the next ensuing annual or special meeting of
stockholders.

5. If a director so elected by the holders of Class C Preferred Stock
shall cease to serve as a director before his/her term shall expire, the holders
of Class C Preferred Stock then





outstanding may, at a special meeting of the holders called as provided above,
elect a successor to hold office for the unexpired term of the director whose
place shall be vacant.

6. If at any time when the holders of Class C Preferred Stock are
entitled to elect directors pursuant to the foregoing provisions of this
paragraph (E) the holders of any one or more classes or series of Preferred
Stock are entitled to elect directors by reason of any default or event
specified in the Charter, as in effect at the time, and if the terms for such
classes or series of Preferred Stock so provide, then the voting rights of the
Class C Preferred Stock and the one or more classes or series of Preferred Stock
then entitled to vote shall be combined (with each having a number of votes
proportional to the aggregate liquidation preference of its outstanding shares).
In such case, the holders of Class C Preferred Stock and of all such classes or
series of Preferred Stock then entitled so to vote, voting together as a class,
shall elect such directors. If the holders of any such classes or series of
Preferred Stock have elected such directors prior to the happening of the
default or event providing for the election of directors by the holders of Class
C Preferred Stock, or prior to a written request for the holding of a special
meeting being received by the Secretary of the Corporation as elsewhere required
in subparagraph (4) of paragraph (E) above, then a new election shall be held
with all such classes or series of Preferred Stock and the Class C Preferred
Stock voting together as a single class for such directors, resulting in the
termination of the term of such previously elected directors upon the election
of such new directors. If the holders of any such classes or series of Preferred
Stock are entitled to elect in excess of two directors, the Class C Preferred
Stock shall not participate in the election of more than two such directors, and
those directors whose terms first expire shall be deemed to be the directors

elected by the holders of Class C Preferred Stock; provided that if at the
expiration of such terms the holders of Class C Preferred Stock are entitled to
vote in the election of directors pursuant to the provisions of this paragraph
(E), then the Secretary of the Corporation shall call a meeting (which meeting
may be the annual meeting or special meeting of stockholders referred to in
subparagraph (3) of this paragraph (E)) of holders of Class C Preferred Stock
for the purpose of electing replacement directors (in accordance with the
provisions of this paragraph (E)) to be held at or prior to the time of
expiration of the expiring terms referred to above.

7. In any matter in which the Class C Preferred Stock is entitled to
vote (as expressly provided herein), including any action by written consent,
each share of Class C Preferred Stock shall be entitled to ten (10) votes, each
of which ten (10) votes may be directed separately by the holder thereof (or by
any proxy or proxies of such holder). With respect to each share of Class C
Preferred Stock, the holder thereof may designate up to ten (10) proxies, with
each such proxy having the right to vote a





whole number of votes (totalling ten (10) votes per share of Class C Preferred
Stock).

F. Restrictions on Ownership and Transfer to Preserve Tax
Benefit; Conversion and Exchange for Class C Excess Preferred
Stock; and Terms of Class C Excess Preferred Stock.

1. Restriction on Ownership and Transfer.

a. Except as provided in subparagraph (8) of this
paragraph (F), no Person shall Beneficially Own or Constructively
Own Class C Preferred Stock in excess of the Ownership Limit;

b. Except as provided in subparagraph (8) of this paragraph
(F), any Transfer (whether or not such Transfer is the result of a transaction
entered into through the facilities of the New York Stock Exchange ("NYSE"))
that, if effective, would result in any Person Beneficially Owning Class C
Preferred Stock in excess of the Ownership Limit shall be void ab initio as to
the Transfer of such Class C Preferred Stock which would be otherwise
Beneficially Owned by such Person in excess of the Ownership Limit; and the
intended transferee shall acquire no rights in such Class C Preferred Stock;

c. Except as provided in subparagraph (8) of this paragraph
(F), any Transfer (whether or not such Transfer is the result of a transaction
entered into through the facilities of the NYSE) that, if effective, would
result in any Person Constructively Owning Class C Preferred Stock in excess of
the Ownership Limit shall be void ab initio as to the Transfer of such Class C
Preferred Stock which would be otherwise Constructively Owned by such Person in
excess of the Ownership Limit; and the intended transferee shall acquire no
rights in such Class C Preferred Stock; and


d. Notwithstanding any other provisions contained in this
paragraph (F), any Transfer (whether or not such Transfer is the result of a
transaction entered into through the facilities of the NYSE) or other event
that, if effective, would result in the Corporation being "closely held" within
the meaning of Section 856(h) of the Code, or would otherwise result in the
Corporation failing to qualify as a REIT (including, but not limited to, a
Transfer or other event that would result in the Corporation owning (directly or
Constructively) an interest in a tenant that is described in Section
856(d)(2)(B) of the Code if the income derived by the Corporation from such
tenant would cause the Corporation to fail to satisfy any of the gross income
requirements of Section 856(c) of the Code) shall be void ab initio as to the
Transfer of the Class C Preferred Stock or other event which would cause the
Corporation to be "closely held" within the meaning of Section 856(h) of the
Code or would otherwise result in the Corporation failing to qualify as a REIT;
and the intended transferee or owner or Constructive or





Beneficial Owner shall acquire or retain no rights in such Class C Preferred
Stock.

2. Conversion Into and Exchange For Class C Excess Preferred Stock. If,
notwithstanding the other provisions contained in this paragraph (F), at any
time after the date of the Initial Issue Date, there is a purported Transfer
(whether or not such Transfer is the result of a transaction entered into
through the facilities of the NYSE), change in the capital structure of the
Corporation or other event such that one or more of the restrictions on
ownership and transfers described in subparagraph (1) of this paragraph (F),
above, has been violated, then the Class C Preferred Stock being Transferred (or
in the case of an event other than a Transfer, the Class C Preferred Stock owned
or Constructively Owned or Beneficially Owned or, if the next sentence applies,
the Class C Preferred Stock identified in the next sentence) which would cause
one or more of the restrictions on ownership or transfer to be violated (rounded
up to the nearest whole share) shall be automatically converted into an equal
number of shares of Class C Excess Preferred Stock. If at any time of such
purported Transfer any of the shares of the Class C Preferred Stock are then
owned by a depositary to permit the trading of beneficial interests in
fractional shares of Class C Preferred Stock, then shares of Class C Preferred
Stock that shall be converted to Class C Excess Preferred Stock shall be first
taken from any Class C Preferred Stock that is not in such depositary that is
Beneficially Owned or Constructively Owned by the Person whose Beneficial
Ownership or Constructive Ownership would otherwise violate the restrictions of
subparagraph (1) of this paragraph (F) prior to converting any shares in such
depositary. Any conversion pursuant to this subparagraph shall be effective as
of the close of business on the business day prior to the date of such Transfer
or other event.

3. Remedies For Breach. If the Board of Directors or its designees
shall at any time determine in good faith that a Transfer or other event has
taken place in violation of subparagraph (1) of this paragraph (F) or that a
Person intends to acquire, has attempted to acquire or may acquire direct

ownership, beneficial ownership (determined without reference to any rules of
attribution), Beneficial Ownership or Constructive Ownership of any shares of
the Corporation in violation of subparagraph (1) of this paragraph (F), the
Board of Directors or its designees shall take such action as it deems advisable
to refuse to give effect to or to prevent such Transfer or other event,
including, but not limited to, causing the Corporation to purchase such shares
upon the terms and conditions specified by the Board of Directors in its sole
discretion, refusing to give effect to such Transfer or other event on the books
of the Corporation or instituting proceedings to enjoin such Transfer or other
event; provided, however, that any Transfer (or, in the case of events other
than a Transfer, ownership or Constructive Ownership or Beneficial Ownership) in
violation of subparagraph (1) of this paragraph (F) shall automatically result
in the





conversion described in subparagraph (ii), irrespective of any
action (or non-action) by the Board of Directors.

4. Notice of Restricted Transfer. Any Person who acquires or attempts
to acquire Class C Preferred Stock or other securities in violation of
subparagraph (1) of this paragraph (F), or any Person who owns or will own Class
C Excess Preferred Stock as a result of an event under subparagraph (2) of this
paragraph (F), shall immediately give written notice to the Corporation of such
event and shall provide to the Corporation such other information as the
Corporation may request in order to determine the effect, if any, of such
Transfer or attempted Transfer or other event on the Corporation's status as a
REIT.

5. Owners Required To Provide Information. From and after the Initial
Issue Date, each Person who is a beneficial owner or Beneficial Owner or
Constructive Owner of Class C Preferred Stock and each Person (including the
stockholder of record) who is holding Class C Preferred Stock for a Beneficial
Owner or Constructive Owner shall provide to the Corporation such information
that the Corporation may request, in good faith, in order to determine the
Corporation's status as a REIT.

6. Remedies Not Limited. Nothing contained in this paragraph (F) (but
subject to subparagraph (12) of this paragraph (F)) shall limit the authority of
the Board of Directors to take such other action as it deems necessary or
advisable to protect the Corporation and the interests of its stockholders by
preservation of the Corporation's status as a REIT.

7. Ambiguity. In the case of an ambiguity in the application of any of
the provisions of this paragraph (F)), including any definition contained in
paragraph (A), the Board of Directors shall have the power to determine the
application of the provisions of this paragraph (F) with respect to any
situation based on the facts known to it (subject, however, to the provisions of
paragraph (12) of this paragraph (F)).

8. Exceptions.


a. Subject to subparagraph (1)(d) of this paragraph (F), the
Board of Directors, in its sole and absolute discretion, with the advice of the
Corporation's tax counsel, may exempt a Person from the limitation on a Person
Beneficially Owning Class C Preferred Stock in excess of the Ownership Limit if
such Person is not an individual for purposes of Section 542(a)(2) of the Code
and the Board of Directors obtains such representations and undertakings from
such Person as are reasonably necessary to ascertain that no individual's
Beneficial Ownership of such Class C Preferred Stock will violate the Ownership
Limit and such Person agrees that any violation of such representations or
undertaking (or other action which is contrary to the restrictions contained in
this paragraph (F)) or attempted violation will result in such Class C Preferred
Stock being





exchanged for Class C Excess Preferred Stock in accordance with subparagraph (2)
of this paragraph (F).

b. Subject to subparagraph (1)(d) of this paragraph (F), the
Board of Directors, in its sole and absolute discretion, with advice of the
Corporation's tax counsel, may exempt a Person from the limitation on a Person
Constructively Owning Class C Preferred Stock in excess of the Ownership Limit
if such Person does not and represents that it will not own, directly or
constructively (by virtue of the application of Section 318 of the Code, as
modified by Section 856(d)(5) of the Code), more than a 9.8% interest (as set
forth in Section 856(d)(2)(B)) in a tenant of the Corporation and the Board of
Directors obtains such representations and undertakings from such Person as are
reasonably necessary to ascertain this fact and such Person agrees that any
violation or attempted violation will result in such Class C Preferred Stock in
excess of the Ownership Limit being exchanged for Class C Excess Preferred Stock
in accordance with subparagraph (2) of this paragraph (F).

c. Prior to granting any exception pursuant to subparagraph
(8)(a) or (8)(b) of this paragraph (F), the Board of Directors may require a
ruling from the IRS, or an opinion of counsel, in either case in form and
substance satisfactory to the Board of Directors, in its sole discretion as it
may deem necessary or advisable in order to determine or ensure the
Corporation's status as a REIT; provided, however, that obtaining a favorable
ruling or opinion shall not be required for the Board of Directors to grant an
exception hereunder.

9. Legend. Each certificate for Class C Preferred Stock
shall bear substantially the following legend:

"The Corporation will furnish to any stockholder, on request and
without charge, a full statement of the information required by Section 2-211(b)
of the Corporations and Associations Article of the Annotated Code of Maryland
with respect to the designations and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemptions of the

stock of each class which the Corporation has authority to issue and, if the
Corporation is authorized to issue any preferred or special class in series, (i)
the differences in the relative rights and preferences between the shares of
each series to the extent set, and (ii) the authority of the Board of Directors
to set such rights and preferences of subsequent series. The foregoing summary
does not purport to be complete and is subject to and qualified in its entirety
by reference to the charter of the Corporation (the "Charter"), a copy of which
will be sent without charge to each stockholder who so requests. Such request
must be made to the Secretary of the Corporation at its principal office.





"The securities represented by this certificate are subject to
restrictions on ownership and transfer for the purpose of the Corporation's
maintenance of its status as a real estate investment trust under the Internal
Revenue Code of 1986, as amended. Except as otherwise provided pursuant to the
Charter of the Corporation, no Person may Beneficially Own or Constructively Own
shares of Class C Preferred Stock in excess of 9.8% of the outstanding Class C
Preferred Stock and any Class C Excess Preferred Stock of the Corporation. Any
Person who attempts to Beneficially Own or Constructively Own shares of Class C
Preferred Stock in excess of the above limitation must immediately notify the
Corporation. All capitalized terms in this legend have the meanings defined in
the Charter of the Corporation, a copy of which, including the restrictions on
transfer, will be sent to any stockholder on request and without charge.
Transfers in violation of the restrictions described above shall be void ab
initio. If the restrictions on ownership and transfer are violated, the
securities represented hereby will be designated and treated as shares of Class
C Excess Preferred Stock which will be held in trust by the Corporation. The
foregoing summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the Charter, a copy of which,
including the restrictions on transfer, will be sent without charge to each
stockholder who so requests. Such request must be made to the Secretary of the
Corporation at its principal office."

10. Severability. If any provision of this paragraph (F) or any
application of any such provision is determined to be invalid by any federal or
state court having jurisdiction, the validity of the remaining provisions shall
not be affected and other applications of such provision shall be affected only
to the extent necessary to comply with the determination of such court.

11. Class C Excess Preferred Stock.

a. Ownership In Trust. Upon any purported Transfer (whether or
not such Transfer is the result of a transaction entered into through the
facilities of the NYSE) that results in the issuance of Class C Excess Preferred
Stock pursuant to subparagraph (2) of this paragraph (F), such Class C Excess
Preferred Stock shall be deemed to have been transferred to the Corporation, as
Trustee of a Trust for the exclusive benefit of such Beneficiary or
Beneficiaries to whom an interest in such Class C Excess Preferred Stock may
later be transferred pursuant to subparagraph (11)(d) of this paragraph (F).
Class C Excess Preferred Stock so held in trust shall be issued and outstanding

shares of stock of the Corporation. The Purported Record Transferee shall have
no rights in such Class C Excess Preferred Stock except the right to designate a
transferee of such Class C Excess Preferred Stock upon the terms specified in
subparagraph (11)(d) of this paragraph (F). The Purported Beneficial Transferee
shall have no rights in such Class C Excess Preferred





Stock except as provided in subparagraph (11)(d) of this paragraph (F).

b. Dividend Rights. Class C Excess Preferred Stock shall not
be entitled to any dividends or other distribution (except as provided in
subparagraph (11)(c) of this paragraph (F). Any dividend or distribution paid
prior to the discovery by the Corporation that shares of Preferred Stock have
been converted into Class C Excess Preferred Stock shall be repaid to the
Corporation upon demand.

c. Rights Upon Liquidation. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of, or any distribution of
the assets of, the Corporation, each holder of shares of Class C Excess
Preferred Stock shall be entitled to receive, ratably with each other holder of
shares of Preferred Equity Stock, that portion of the assets of the Corporation
available for distribution to the holders of shares of Preferred Stock as the
number shares of Class C Excess Preferred Stock held by such holder bears to the
total number of shares of Preferred Equity Stock then outstanding. The
Corporation, as holder of the Class C Excess Preferred Stock in trust, or if the
Corporation shall have been dissolved, any trustee appointed by the Corporation
prior to its dissolution, shall distribute ratably to the Beneficiaries of the
Trust, when and if determined in accordance with subparagraph (11)(d) of this
paragraph (F), any such assets received in respect of the Class C Excess
Preferred Stock in any liquidation, dissolution or winding up of, or any
distribution of the assets of the Corporation.

d. Restrictions On Transfer;
Designation of Beneficiary.

(1) Shares of Class C Excess Preferred
Stock shall not be transferable. Subject to the last sentence of this clause
(1), the Purported Record Transferee may freely designate a Beneficiary of an
interest in the Trust (representing the number of shares of Class C Excess
Preferred Stock held by the Trust attributable to a purported Transfer that
resulted in the issuance of Class C Excess Preferred Stock), if (i) the Class C
Excess Preferred Stock held in the Trust would not be Class C Excess Preferred
Stock in the hands of such Beneficiary and (ii) the Purported Beneficial
Transferee does not receive a price from such Beneficiary that reflects a price
per share for such Class C Excess Preferred Stock that exceeds (x) the price per
share such
Purported Beneficial Transferee paid for the Class C Preferred Stock in the
purported Transfer that resulted in the issuance of Class C Excess Preferred
Stock, or (y) if the Transfer or other event that resulted in the issuance of
Class C Excess Preferred Stock was not a transaction in which the Purported

Beneficial Transferee gave full value for such Class C Excess Preferred Stock, a
price per share equal to the Market Price on the date of the purported Transfer
or other event that resulted in the issuance of Class C Excess Preferred Stock.
Upon such transfer





of an interest in the Trust, the corresponding shares of Class C Excess
Preferred Stock in the Trust shall be automatically exchanged for an equal
number of shares of Class C Preferred Stock and such Class C Preferred Stock
shall be transferred of record to the transferee of the interest in the Trust if
such Class C Preferred Stock would not be Class C Excess Preferred Stock in the
hands of such transferee. Prior to any transfer of any interest in the Trust,
the Purported Record Transferee must give advance notice to the Corporation of
the intended transfer and the Corporation must have waived in writing its
purchase rights under subparagraph (11)(f) of this paragraph (F).

(2) Notwithstanding the foregoing, if a
Purported Beneficial Transferee receives a price for designating a Beneficiary
of an interest in the Trust that exceeds the amounts allowable under
subparagraph (11)(d)(1) of this paragraph (F), such Purported Beneficial
Transferee shall pay, or cause such Beneficiary to pay, such excess to the
Corporation.

e. Voting and Notice Rights. The holders of shares
of Class C Excess Preferred Stock shall have no voting rights and
shall have no rights to receive notice of any meetings.

f. Purchase Rights in Class C Excess Preferred Stock.
Notwithstanding the provisions of subparagraph (11)(d) of this paragraph (F),
shares of Class C Excess Preferred Stock shall be deemed to have been offered
for sale to the Corporation, or its designee, at a price per share equal to the
lesser of (i) the price per share in the transaction that required the issuance
of such Class C Excess Preferred Stock (or, if the Transfer or other event that
resulted in the issuance of Class C Excess Preferred Stock was not a transaction
in which the Purported Beneficial Transferee gave full value for such Class C
Excess Preferred Stock, a price per share equal to the Market Price on the date
of the purported Transfer or other event that resulted in the issuance of Class
C Excess Preferred Stock) and (ii) the Market Price on the date the Corporation,
or its designee, accepts such offer. The Corporation shall have the right to
accept such offer for a period of ninety (90) days after the later of (i) the
date of the Transfer or other event which resulted in the issuance of such
shares of Class C Excess Preferred Stock and (ii) the date the Board of
Directors determines in good faith that a Transfer or other event resulting in
the issuance of shares of Class C Excess Preferred Stock has occurred, if the
Corporation does not receive a notice of such Transfer or other event pursuant
to subparagraph (4) of this paragraph (F). The Corporation may appoint a special
trustee of the Trust for the purpose of consummating the purchase of Class C
Excess Preferred Stock by the Corporation. In the event that the Corporation's
actions cause a reduction in the number of shares of Class C Preferred Stock
outstanding and such reduction results in the issuance of Class C Excess

Preferred Stock, the Corporation is required to exercise its option to
repurchase such shares of Class C Excess Preferred Stock if the Beneficial Owner
notifies the Corporation





that it is unable to sell its rights to such Class C Excess Preferred Stock.

12. Settlement. Nothing in this paragraph (F) shall
preclude the settlement of any transaction entered into through
facilities of the NYSE.

G. Exclusion of Other Rights.

Except as may otherwise be required by law, the shares of Class C
Preferred Stock shall not have any preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends or other distributions,
qualifications or terms or conditions of redemption other than those
specifically set forth in the Charter. The shares of Class C Preferred Stock and
Class C Excess Preferred Stock shall have no preemptive or subscription rights.

H. 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.

I. Severability of Provisions.

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

J. Registration as Depositary Shares.

Shares of Class C Preferred Stock shall be registered in the form of
Depositary Shares representing a one-tenth fractional interest in a share of
Class C Preferred Stock ("Depositary Shares") on such terms and conditions as
may be provided for in any agreement binding upon the Corporation (whether
directly or through merger with any other corporation).






SECOND: The Shares and the Class C Excess Shares have
been reclassified by the Board of Directors under a power
contained in the Charter.

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

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





IN WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be signed in its name and on its behalf by its President and
attested to by its Secretary on this day of April, 1996.

ATTEST: KIMCO REALTY CORPORATION

/s/Robert P. Schulman /s/David M. Samber (SEAL)
- ------------------------- -----------------------
Robert P. Schulman David M. Samber
Secretary President