EXHIBIT 3.1.D
AEGIS REALTY, INC.
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CERTIFICATE OF CORRECTION
Aegis Realty, Inc., a Maryland corporation (the "Corporation"), hereby
certifies that:
FIRST: The title of the document being corrected is Articles of Amendment
and Restatement.
SECOND: The Articles of Amendment and Restatement were filed on October 1,
1997.
THIRD: The provisions of the Articles of Amendment and Restatment which
are to be corrected are set forth below:
1. The provision entitled "Number of Options" in Article V,
Section 5.13, currently reads as follows:
"Number of Options: Maximum over life of plan - [809,574] options
for shares of Common Stock. [10% of shares of
Common Stock outstanding on the date of
reorganization.]
Maximum each calendar year - 3% of shares
outstanding as of the end of the prior year
([242,926] options for the Corporation's first
calendar year). Any shares available for grant
of options, but for which options are not
granted, in previous years, may be carried over
for grant in a subsequent year."
2. The provision entitled "Conditions to Issuance" in Article V,
Section 5.13, currently reads as follows:
"Conditions to Compensation Committee may only grant options
Issuance: in a given year if the dividend per share of
Common Stock for the year prior to the grant
year exceeds $.____ per share [the pro forma
dividend per share set forth in the Information
Statement]"
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FOURTH: The corrected provisions of the Articles of Amendment and
Restatement are set forth below:
1. The provision entitled "Number of Options" in Article V,
Section 5.13, shall read as follows:
"Number of Options: Maximum over life of plan - 809,574 options for
shares of Common Stock (as such amount may be
adjusted to reflect the elimination of
fractional shares of Common Stock pursuant to
the Solicitation Statement of the Company dated
June 18, 1997 ("Solicitation Statement") such
that the maximum number of options does not
exceed 10% of the shares of Common Stock
outstanding on the date of Consolidation (as
defined in the Solicitation Statement)).
Maximum each calendar year - 3% of shares
outstanding as of the end of the prior year
(242,926 options for the Corporation's first
calendar year) (as such amount may be adjusted
to reflect the elimination of fractional shares
of Common Stock pursuant to the Solicitation
Statement of the Company dated June 18, 1997
("Solicitation Statement") such that the
maximum number of options does not exceed 3% of
the shares of Common Stock outstanding on the
date of Consolidation (as defined in the
Solicitation Statement)). Any shares available
for grant of options, but for which options are
not granted, in previous years, may be carried
over for grant in a subsequent year."
2. The provision entitled "Conditions to Issuance" in Article V,
Section 5.13, shall read as follows:
"Conditions to Compensation Committee may only grant options
in a given year if the dividend per share of
Common Stock for the year prior to the grant
year exceeds $0.9869 per share."
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The undersigned President acknowledges this Certificate of Correction 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 this Certificate of
Correction to be signed in its name and on its behalf by its President and
attested to by its Secretary on this _____ day of October, 1997.
ATTEST: AEGIS REALTY, INC.
By: (SEAL)
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Lynn A. McMahon J. Michael Fried
Secretary President
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