Legend for Common Stock Certificates
This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in a Rights Agreement between Meridian Industrial Trust, Inc. (the
"Company") and First Chicago Trust Company of New York, dated as of March 12,
1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein
by reference and a copy of which is on file at the principal executive offices
of the Company. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no
longer be evidenced by this certificate. The Company will mail to the holder of
this certificate a copy of the Rights Agreement without charge after receipt of
a written request therefor. As described in the Rights Agreement, Rights issued
to or acquired by any Acquiring Person or any Affiliate or Associate thereof
(each as defined in the Rights Agreement) shall, under certain circumstances,
become null and void.
