HERITAGE PROPERTY INVESTMENT TRUST, INC.



                  ARTICLES OF AMENDMENT AND RESTATEMENT (THIRD)



                  FIRST: HERITAGE PROPERTY INVESTMENT TRUST, INC., a Maryland

corporation (the "CORPORATION"), desires to amend and restate its Charter (the

"CHARTER") as currently in effect and as hereinafter amended.





                  SECOND: The following provisions are all the provisions of the

Charter currently in effect and as hereinafter amended:



                                    ARTICLE I



                                    FORMATION



         The Corporation is a corporation under the general laws of the State of

Maryland.



                                   ARTICLE II



                                  NAME AND LIFE



         SECTION 1.        NAME



         The name of the Corporation is Heritage Property Investment Trust, Inc.

Under circumstances in which the Board of Directors of the Corporation (the

"BOARD OF DIRECTORS" or "BOARD") determines that the use of the name of the

Corporation is not practicable, the Corporation may use any other designation or

name permitted under the Maryland General Corporation Law (the "MGCL") for the

Corporation.



         SECTION 2.        LIFE



         The Corporation shall have a perpetual life.



                                   ARTICLE III



                                    PURPOSES



         SECTION 1. The purposes for which the Corporation is formed are to

directly or indirectly, including but not limited to, through partnerships,

limited liability companies and other entities, acquire, develop, manage,

improve, hold, lease, and/or operate real property or interests therein,

including mortgage loan investments and mortgage-backed securities, sell or

otherwise dispose of real property or interests therein and otherwise deal in

real property or interests therein; and to conduct its affairs so as to ensure

that it will qualify as a real estate investment trust ("REIT") under Chapter 1,

Subchapter M of the Internal Revenue Code of 1986, as amended (the "CODE"); and,

subject to Section 2 of this Article III, to engage in any lawful act or

activity for which corporations may be organized under the MGCL.

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                                      -2-





         SECTION 2. The Corporation shall operate as a "venture capital

operating company" and shall cause the Operating Partnership (as defined below)

or Bradley Operating Limited Partnership to operate as a "real estate operating

company" (each within the meaning of Section 2510.3-101 of the regulations of

the U. S. Department of Labor), such that the assets of the Corporation and the

assets of its subsidiaries will not be considered "plan assets" under the

Employment Retirement Income Security Act of 1974, as amended.



                                   ARTICLE IV



                                PRINCIPAL OFFICE



         The address, including street and number, if any, and the county or

municipal area, of the principal office of the corporation within the State of

Maryland, is c/o CSC-Lawyers Incorporating Service Company, 11 East Chase

Street, Baltimore City, Maryland 21202. The Corporation may have such other

offices and places of business within or outside the State of Maryland as the

Board may from time to time determine.



                                    ARTICLE V



                                 RESIDENT AGENT



         The name and address, including street and number, if any, and the

county or municipal area, of the resident agent of the Corporation within the

State of Maryland, are CSC-Lawyers Incorporating Service Company, 11 East Chase

Street, Baltimore City, Maryland 21202. Said resident agent is a Maryland

corporation.



                                   ARTICLE VI



                                      STOCK



A.       GENERAL



         SECTION 1.        NUMBER OF SHARES



         The Corporation is authorized to issue an aggregate of 250,000,000

shares of stock, consisting of (a) 200,000,000 shares of common stock, $0.001

par value per share (the "COMMON STOCK") and (b) 50,000,000 shares of preferred

stock, $0.001 par value per share (the "PREFERRED STOCK"), of which (i)

2,000,000 shares are hereby designated as 8.875% Series B Cumulative Redeemable

Perpetual Preferred Stock, $0.001 par value per share (the "SERIES B PREFERRED

STOCK"), and (ii) 1,200,000 shares are hereby designated as 8.875% Series C

Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share (the

"SERIES C PREFERRED STOCK"). The Series B Preferred Stock and the Series C

Preferred Stock shall each have the preferences, conversion and other rights,

voting powers, restrictions, limitations as to dividends, qualifications, terms

and conditions of redemption and other terms and conditions as are set forth

herein. The aggregate par value of all of the shares of all of the classes of

stock of the Corporation is $250,000.

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