EXHIBIT 1 AGREEMENT AND ARTICLES OF MERGER BETWEEN WASHINGTON REAL ESTATE INVESTMENT TRUST (A DISTRICT OF COLUMBIA BUSINESS TRUST) AND WASHINGTON REAL ESTATE INVESTMENT TRUST OF MARYLAND (A MARYLAND REAL ESTATE INVESTMENT TRUST) AGREEMENT AND ARTICLE OF MERGER, dated this 20th day of June, 1996, between Washington Real Estate Investment Trust, a District of Columbia business trust ("WRIT"), and Washington Real Estate Investment Trust of Maryland, a Maryland real estate investment trust ("Maryland WRIT"). Witnesseth that: FIRST: WRIT and Maryland WRIT agree to merge. The terms and conditions of the merger and the manner of carrying the merger into effect are as set forth in this Agreement and Articles of Merger (the "Merger"). SECOND: The name and place of organization of each party to this Agreement and Articles of Merger are Washington Real Estate Investment Trust, organized in the District of Columbia, and Washington Real Estate Investment Trust of Maryland, organized in Maryland. Maryland WRIT shall be the surviving party of the Merger. THIRD: WRIT was organized under the laws of the District of Columbia on November 18, 1960 and registered or qualified to do business in the state of Maryland as of September 30, 1964. FOURTH: WRIT and Maryland WRIT both have their principal offices located at 10400 Connecticut Avenue, Kensington, Maryland 20895 in the county of Montgomery. FIFTH: WRIT owns an interest in land in the following counties in the state of Maryland: Montgomery, Wicomico, Howard, Frederick, Prince Georges, and Carroll. SIXTH: The terms and conditions of the Merger were advised, authorized and approved by each of WRIT and Maryland WRIT in the manner and by the vote required by its declaration of trust and the laws of its jurisdiction of organization. The manner of approval was as follows: (a) The Board of Trustees of Maryland WRIT, and WRIT, as Maryland WRIT's sole shareholder, by a unanimous written consent in lieu of a joint special meeting dated May 28, 1996, adopted a joint resolution approving the Merger. (b) The Board of Trustees of WRIT at a meeting held on April 5, 1996 adopted a resolution which approved the Merger, declared that the proposed Merger was advisable on substantially the terms and conditions set forth or referred to herein and directed that the Merger be submitted for consideration at the annual meeting of the shareholders of WRIT. (c) The shareholders of WRIT at a meeting held on June 20, 1996 duly adopted a resolution approving the Merger. SEVENTH: WRIT has authority to issue an unlimited amount of shares of beneficial interest, all of the same class. As of March 31, 1996, WRIT has 31,751,734 shares with no par value issued and outstanding. Maryland WRIT has authority to issue one hundred million (100,000,000) shares of beneficial interest, all of the same class, with a par value of $.01 per share. Maryland WRIT has 100 shares issued, outstanding and owned by WRIT. EIGHTH: The Merger does not amend the Declaration of Trust of the successor, Maryland WRIT, in any manner which changes any information relating to the capital stock. NINTH: The effective date of the Merger shall be the date this Agreement and Articles of Merger is filed with the Maryland State Department of Assessment and Taxation (the "Effective Date"). TENTH: Concurrent with the Effective Date of the Merger, Article 1 of the Declaration of Trust of Maryland WRIT shall be amended to change the name of Maryland WRIT to Washington Real Estate Investment Trust. ELEVENTH: The terms and conditions of the Merger, the mode of carrying the same into effect and the manner and basis of converting or exchanging issued shares of the merging trusts is set forth below: (a) Maryland WRIT has 100 shares issued, outstanding and owned by WRIT, which shall be cancelled on the Effective Date without consideration therefor. (b) Each issued and outstanding share of WRIT on the Effective Date shall without further act be automatically converted into and become one share of Maryland WRIT. (c) Certificates representing shares of WRIT before the Merger shall represent shares of Maryland WRIT after the Effective Date. -2- TWELFTH: The trustees of WRIT prior to the Merger shall be the trustees of Maryland WRIT following the Effective Date. THIRTEENTH: The officers of WRIT prior to the Merger shall be the officers of Maryland WRIT following the Effective Date. IN WITNESS WHEREOF, WRIT and MARYLAND WRIT, parties to this Agreement and Articles of Merger, pursuant to the approval and authority duly given by their respective Boards of Trustees, have caused these presents to be executed by the president and attested to by the secretary of each party hereto as the respective act, deed and agreement of each said trust. Attest: WASHINGTON REAL ESTATE INVESTMENT TRUST a District of Columbia business trust /s/ Benjamin H. Dorsey By:/s/ Edmund B. Cronin, Jr. - ------------------------- -------------------------------------------- Benjamin H. Dorsey Edmund B. Cronin, Jr. Secretary President Attest: WASHINGTON REAL ESTATE INVESTMENT TRUST OF MARYLAND a Maryland real estate investment trust /s/ Benjamin H. Dorsey By:/s/ Edmund B. Cronin, Jr. - --------------------------- -------------------------------------------- Benjamin H. Dorsey Edmund B. Cronin, Jr. Secretary President -3- THE UNDERSIGNED, President of Washington Real Estate Investment Trust, a District of Columbia business trust ("WRIT"), who executed on behalf of WRIT the foregoing Agreement and Articles of Merger of which this certificate is made a part, hereby acknowledges in the name and on behalf of WRIT the foregoing Agreement and Articles of Merger to be the act of WRIT and hereby certifies that to the best of his knowledge, information and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury. /s/ Edmund B. Cronin, Jr. --------------------------------------- Edmund B. Cronin, Jr. President THE UNDERSIGNED, President of Washington Real Estate Investment Trust of Maryland, a Maryland real estate investment trust ("Maryland WRIT"), who executed on behalf of Maryland WRIT the foregoing Agreement and Articles of Merger of which this certificate is made a part, hereby acknowledges in the name and on behalf of Maryland WRIT the foregoing Agreement and Articles of Merger to be the act of Maryland WRIT and hereby certifies that to the best of his knowledge, information and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury. /s/ Edmund B. Cronin, Jr. --------------------------------------- Edmund B. Cronin, Jr. President -4-