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EXHIBIT 4.3
SECURITY CAPITAL GROUP INCORPORATED
ARTICLES SUPPLEMENTARY
4,595,988 SHARES OF CLASS B COMMON STOCK
Security Capital Group Incorporated, a Maryland corporation (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 FOURTH of the charter of the Corporation, including these Articles
Supplementary (the "Charter"), the Board of Directors adopted resolutions
classifying and designating 4,456,988 authorized but unissued shares of Class A
Stock (as defined in the Charter) and 139,000 authorized but unissued shares of
Series A Preferred Stock (as defined in the Charter) as shares of Class B Stock
(as defined in the Charter), or a total of 4,595,988 shares of Class B Stock,
with the preferences, rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications and terms and conditions of
redemption of such Class B Stock set forth in the Charter.
SECOND: The 4,595,988 shares of Class B Stock have been classified and
designated by the Board of Directors under the authority 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 Chairman and Chief Executive Officer 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 Chairman and Chief Executive Officer acknowledges
that, to the best of his knowledge, information and belief, these matters and
facts are true in all material respects and that this statement is made under
the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary
to be executed under seal in its name and on its behalf by its Chairman and
Chief Executive Officer and attested to by its Secretary on this 25th day of
September, 2000.
ATTEST: SECURITY CAPITAL GROUP
INCORPORATED
/s/ Jeffrey A. Klopf By: /s/ William D. Sanders
Jeffrey A. Klopf William D. Sanders
Secretary Chairman and Chief Executive Officer
