Exhibit 4.1


ARTICLES
SUPPLEMENTARY


OF


CORPORATE OFFICE PROPERTIES TRUST


SERIES J CUMULATIVE REDEEMABLE
PREFERRED SHARES


(PAR VALUE $0.01 PER SHARE)


 


CORPORATE
OFFICE PROPERTIES TRUST, a Maryland real estate investment
trust (hereinafter called the “Trust”), having its principal office in
Columbia, Maryland, hereby certifies to the Department of Assessments and
Taxation of the State of Maryland that:


FIRST:
Pursuant to authority expressly vested in the Board of Trustees of the Trust by
Article VI of the Declaration of Trust of the Trust, as amended to date (the “Declaration
of Trust”), the Board of Trustees has duly classified 3,450,000 authorized but
unissued preferred shares of beneficial interest of the Trust, par value $0.01
per share (the “Preferred Shares”), into a series designated as 7.625% Series J
Cumulative Redeemable Preferred Shares, par value $0.01 per share, and has
provided for the issuance of such class by adoption of a resolution in the form
of Article Third hereof effective as of July 11, 2006.


SECOND:
The classification increases the number of shares classified as 7.625% Series J
Cumulative Redeemable Preferred Shares, par value $0.01 per share, from no
shares immediately prior to the classification to 3,450,000 shares immediately
after the classification.  The
classification decreases the number of unclassified Preferred Shares from
8,110,000 to 4,660,000.


THIRD: The
terms of the 7.625% Series J Cumulative Redeemable Preferred Shares (including
the preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications, or terms
or conditions of redemption) as set by the Board of Trustees are as follows:


1.             NUMBER OF SHARES AND DESIGNATION.


This series of
Preferred Shares shall be designated as 7.625% Series J Cumulative Redeemable
Preferred Shares, par value $0.01 per share (the “Series J Preferred Shares”),
and 3,450,000 shares shall be the authorized number of such Series J Preferred
Shares constituting such series.


2.             DEFINITIONS.


For purposes of
the Series J Preferred Shares, the following terms shall have the meanings
indicated:


“Affiliate” of a Person means a Person that directly,
or indirectly through one or more intermediaries, controls or is controlled by,
or is under common control with, the Person specified.









 



“Board of Trustees” shall mean the Board of Trustees
of the Trust or any committee authorized by such Board of Trustees to perform
any of its responsibilities with respect to the Series J Preferred Shares;
provided that, for purposes of paragraph (a) of Section 8 of this Article, the
term “Board of Trustees” shall not include any such committee.


“Business Day” shall mean any day other than a
Saturday, Sunday or a day on which state or federally chartered banking institutions
in New York, New York are not required to be open.


“Code” shall mean the Internal Revenue Code of 1986,
as amended from time to time, or any successor statute thereto.  Reference to any provision of the Code shall
mean such provision as in effect from time to time, as the same may be amended,
and any successor thereto, as interpreted by any applicable regulations or
other administrative pronouncements as in effect from time to time.


“Common Shares”
shall mean the common shares of beneficial interest, par value $0.01 per share,
of the Trust.


“Declaration of
Trust” shall mean the Amended and Restated Declaration of Trust of the Trust as
filed for record with the Department of Assessments and Taxation of the State
of Maryland, and any amendments thereto.


“Dividend Payment
Date” shall mean January 15, April 15, July 15 and October 15 of each year;
provided, that if any Dividend Payment Date falls on any day other than a
Business Day, the dividend payment payable on such Dividend Payment Date shall
be paid on the Business Day immediately following such Dividend Payment Date
and no interest shall accrue on such dividend from such date to such Dividend
Payment Date.


“Dividend Periods”
shall mean the Initial Dividend Period and each subsequent quarterly dividend
period commencing on and including January 15, April 15, July 15 and October 15
of each year and ending on and including the day preceding the first day of the
next succeeding Dividend Period, other than the Dividend Period during which
any Series J Preferred Shares shall be redeemed pursuant to Section 5 hereof,
which shall end on and include the Redemption Date with respect to the Series J
Preferred Shares being redeemed.


“Dividend Record
Date” shall have the meaning set forth in paragraph (a) of Section 3 of this
Article.


“Equity Shares” shall mean shares of any class or
series of shares of beneficial ownership in the Trust.


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


“Initial Dividend
Period” shall mean the period commencing on and including the Issue Date and
ending on and including October 14, 2006.



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“Issue Date” shall
mean July 20, 2006.


“Junior Shares”
shall have the meaning set forth in paragraph (a) of Section 7 of this Article.


“Liquidation
Preference” shall have the meaning set forth in paragraph (a) of Section 4 of
this Article.


“Operating
Partnership” shall mean Corporate Office Properties, L.P., a Delaware limited
partnership.


“Parity Shares”
shall have the meaning set forth in paragraph (b) of Section 7 of this Article.


“Person” shall
mean an individual, corporation, partnership, estate, trust (including a trust
qualifying under Section 401(a) or 501(c)(17) of the Code), a portion of a
trust permanently set aside for or to be used exclusively for the purposes
described in Section 642(c) of the Code, association, “private foundation,”
within the meaning of Section 509(a) of the Code, joint stock company or other
entity, and also includes a “group,” as that term is used for purposes of
Section 13(d)(3) of the Exchange Act, and a group to which an Excepted Holder
Limit (as defined in Article VII of the Declaration of Trust) applies.


“Redemption Date”
shall mean, in the case of any redemption of any Series J Preferred Shares, the
date fixed for redemption of such shares.


“Redemption Notice”
shall have the meaning set forth in paragraph (e) of Section 5 of this Article.


“Redemption Price” shall mean, with respect to any
Series J Preferred Shares to be redeemed, a cash payment equal to 100% of the
Liquidation Preference thereof plus all accrued and unpaid dividends, if any,
to the Redemption Date.


“REIT” shall mean
a “real estate investment trust,” as defined in Section 856 of the Code.


“Senior Shares”
shall have the meaning set forth in paragraph (c) of Section 7 of this Article.


“Series E
Preferred Shares” shall mean the Trust’s 10.25% Series E Cumulative Redeemable
Preferred Shares of beneficial interest, par value $0.01 per share.


“Series F
Preferred Shares” shall mean the Trust’s 9.875% Series F Cumulative Redeemable
Preferred Shares of beneficial interest par value $0.01 per share.


“Series G
Preferred Shares” shall mean the Trust’s 8% Series G Cumulative Redeemable
Preferred Shares of beneficial interest par value $0.01 per share.



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“Series H
Preferred Shares” shall mean the Trust’s 7.5% Series H Cumulative Redeemable
Preferred Shares of beneficial interest par value $0.01 per share.


“Set apart for
payment” shall be deemed to include, without any action other than the
following, the recording by the Trust in its accounting ledgers of any
accounting or bookkeeping entry which indicates, pursuant to a declaration of
dividends or other distribution by the Board of Trustees, the allocation of
funds to be so paid on any series or class of Equity Shares of the Trust; provided,
however, that if any funds for any class or series of Junior Shares or any
class or series of Parity Shares are placed in a separate account of the Trust
or delivered to a disbursing, paying or other similar agent, then “set apart
for payment” with respect to the Series J Preferred Shares shall mean placing
such funds in a separate account or delivering such funds to a disbursing,
paying or other similar agent.


“Transfer Agent”
means Wells Fargo & Company or such transfer
agent as may be designated from time to time by the Board of Trustees or its
designee as the transfer agent for the Series J Preferred Shares.


“Trustee” shall
mean a member of the Board of Trustees.


“Voting Parity Shares” shall have the meaning set
forth in paragraph (a) of Section 8 of this Article.


3.             DIVIDENDS.


(a)           The holders of Series J Preferred
Shares shall be entitled to receive, when, as and if declared by the Board of
Trustees, out of funds legally available for that purpose, quarterly cash
dividends on the Series J Preferred Shares at the rate of  7.625% of the Liquidation Preference per
year; provided, however, that during any period of time that any Series J
Preferred Shares remain outstanding and both (i) the Series J Preferred Shares are
not listed on the New York Stock Exchange (“NYSE”) or the American Stock
Exchange (“AMEX”), or quoted on the NASDAQ/National Association of Securities
Dealers Automated Quotation System (“NASDAQ”), and (ii) the Trust is not
subject to the reporting requirements of the Exchange Act, the dividend rate
shall be a rate per annum equal to 8.625% of the Liquidation Preference.  Such dividends shall be cumulative from the
Issue Date, whether or not in any Dividend Period or Periods such dividends
shall be declared or there shall be funds of the Trust legally available for
the payment of such dividends, and shall be payable quarterly in arrears on
each Dividend Payment Date, commencing on October 15, 2006.  Each such dividend shall be payable in
arrears to the holders of record of the Series J Preferred Shares, as they
appear on the share records of the Trust at the close of business on the
applicable record date (the “Dividend Record Date”), which shall be
fixed by the Board of Trustees and which shall be not more than 60 days nor
less than 10 days prior to each such Dividend Payment Date.  The Dividend Record Date for the dividend
payable on October 15, 2006 shall be September 30, 2006.  Accrued and unpaid dividends for any past
Dividend Periods may be declared and paid at any time, without reference to any
regular Dividend Payment Date, to holders of record on such date, which date
shall not precede by more than 45 days nor less than 15 days the payment date
thereof, as may be fixed by the Board of Trustees.



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(b)           Any dividend payable on the Series J
Preferred Shares for any partial Dividend Period shall be computed ratably on
the basis of twelve 30-day months and a 360-day year.  Holders of Series J Preferred Shares shall
not be entitled to any dividends in excess of full cumulative dividends, as
herein provided, on the Series J Preferred Shares.  No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments on
the Series J Preferred Shares that may be in arrears.


(c)           So long as any of the Series J Preferred
Shares are outstanding, when dividends are not paid in full upon the Series J
Preferred Shares or any other class or series of Parity Shares, or a sum
sufficient for such payment is not set apart for payment, all dividends
declared upon the Series J Preferred Shares and any Parity Shares shall be
declared ratably in proportion to the respective amounts of dividends accrued
and unpaid on the Series J Preferred Shares and accrued and unpaid on such
Parity Shares.  Except as set forth in
the preceding sentence, unless dividends on the Series J Preferred Shares equal
to the full amount of accrued and unpaid dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof has been or contemporaneously is set apart for such
payment, for all past dividends periods, no dividends shall be declared or paid
or set apart for payment by the Trust and no other distribution of cash or
other property may be declared or made, directly or indirectly, by the Trust with
respect to any Parity Shares.


(d)           So long as any of the Series J
Preferred Shares are outstanding, unless dividends equal to the full amount of
all accrued and unpaid dividends on the Series J Preferred Shares have been
paid, or declared and set apart for payment, for all past dividend periods, no
dividends (other than dividends or distributions paid in Junior Shares or
options, warrants or rights to subscribe for or purchase Junior Shares) may be
declared or paid or set apart for payment by the Trust and no other
distribution of cash or other property may be declared or made, directly or
indirectly, by the Trust with respect to any Junior Shares, nor shall any
Junior Shares be redeemed, purchased or otherwise acquired (except for a
redemption, purchase or other acquisition of Common Shares made for purposes of
an employee incentive or benefit plan of the Trust or a subsidiary of the
Trust) for any consideration (or any monies be paid to or made available for a
sinking fund for the redemption of any such Junior Shares), directly or
indirectly, by the Trust (except by conversion into or exchange for Junior
Shares, or options, warrants or rights to subscribe for or purchase Junior
Shares), nor shall any other cash or other property be paid or distributed to or
for the benefit of holders of Junior Shares.


(e)           Notwithstanding the provisions of
this Section 3, the Trust shall not be prohibited from (i) declaring or paying
or setting apart for payment any dividend or distribution on any Parity Shares
or (ii) redeeming, purchasing or otherwise acquiring any Parity Shares, in each
case, if such declaration, payment, redemption, purchase or other acquisition
is necessary in order to maintain the continued qualification of the Trust as a
REIT under Section 856 of the Code.



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4.             LIQUIDATION PREFERENCE.


(a)   Upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Trust, before any payment or
distribution by the Trust shall be made to or set apart for payment to the
holders of any Junior Shares, the holders of Series J Preferred Shares shall be
entitled to receive a liquidation preference of twenty-five dollars ($25.00)
per Series J Preferred Share (the “Liquidation Preference”), plus an
amount equal to all accrued and unpaid dividends (whether or not earned or
declared) to the date of final distribution to such holders; but such holders
shall not be entitled to any further payment. 
Until the holders of the Series J Preferred Shares have been paid the
Liquidation Preference in full, plus an amount equal to all accrued and unpaid
dividends (whether or not earned or declared) to the date of final distribution
to such holders, no payment will be made to any holder of Junior Shares upon
the liquidation, dissolution or winding-up of the Trust.  If, upon any liquidation, dissolution or
winding-up of the Trust, the assets of the Trust, or proceeds thereof,
distributable among the holders of Series J Preferred Shares shall be
insufficient to pay in full the Liquidation Preference and liquidating payments
on any other shares of any class or series of Parity Shares, then such assets,
or the proceeds thereof, shall be distributed among the holders of Series J
Preferred Shares and any such other Parity Shares ratably in the same
proportion as the respective amounts that would be payable on such Series J
Preferred Shares and any such other Parity Shares if all amounts payable
thereon were paid in full.  For the
purposes of this Section 4, a voluntary or involuntary liquidation, dissolution
or winding-up of the Trust shall not include (i) a consolidation or merger of
the Trust with or into one or more other entities, (ii) a sale or transfer of
all or substantially all of the Trust’s assets, or (iii) a statutory share
exchange.


(b)           Upon any liquidation, dissolution or
winding-up of the Trust, after payment shall have been made in full to the
holders of Series J Preferred Shares and any Parity Shares, as provided in
Section 4(a), any other series or class or classes of Junior Shares shall,
subject to the respective terms thereof, be entitled to receive any and all
assets remaining to be paid or distributed, and the holders of the Series J
Preferred Shares and any Parity Shares shall not be entitled to share therein.


5.             REDEMPTION


(a)           Except as set forth in Section 5(b)
below or as set forth in Article VII of the Declaration of Trust that is
incorporated by reference herein, the Series J Preferred Shares shall not be
redeemable by the Trust prior to July 20, 2011. 
On or after July 20, 2011, the Trust, at its option, may redeem Series J
Preferred Shares, in whole or from time to time in part, at the Redemption
Price.


(b)  If at any time both (i) the Series J Preferred
Shares cease to be listed on the NYSE or the AMEX, or quoted on NASDAQ, and
(ii) the Trust ceases to be subject to the reporting requirements of the
Exchange Act, but the Series J Preferred Shares are outstanding, then the
Series J Preferred Shares will be redeemable, in whole but not in part at our
option, within 90 days of the date upon which the Series J Preferred Shares
cease to be listed and the Trust ceases to be subject to such reporting
requirements, at a cash redemption price of $25.00 per Series J Preferred
Share, plus all accrued and unpaid dividends (whether or not declared) to the
date of redemption.


 



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(c)           In the event of a redemption of
Series J Preferred Shares, if the Redemption Date occurs after a Dividend
Record Date and on or prior to the related Dividend Payment Date, the dividend
payable on such Dividend Payment Date in respect of such shares called for
redemption shall be payable on such Dividend Payment Date to the holders of
record at the close of business on such Dividend Record Date and shall not be
payable as part of the Redemption Price for such shares.  If full cumulative dividends on all outstanding
Series J Preferred Shares have not been paid or declared and set apart for
payment, no Series J Preferred Shares may be redeemed unless all outstanding
Series J Preferred Shares are simultaneously redeemed and neither the Trust nor
any Affiliate of the Trust may purchase or acquire Series J Preferred Shares,
otherwise than pursuant to a purchase or exchange offer made on the same terms
to all holders of Series J Preferred Shares.


(d)           If fewer than all the outstanding
Series J Preferred Shares are to be redeemed, the Trust will select those
Series J Preferred Shares to be redeemed pro rata in proportion to the numbers
of Series J Preferred Shares held by holders (with adjustment to avoid
redemption of fractional shares) or by lot or in such other manner as the Board
of Trustees may determine.  If fewer than
all Series J Preferred Shares represented by any certificate (which may include
a global certificate) are redeemed, then a new certificate (including, if appropriate,
a new global certificate) representing the unredeemed Series J Preferred Shares
shall be issued without cost to the holders thereof.


(e)           If the Trust shall redeem Series J
Preferred Shares pursuant to this Section 5, notice of the redemption will be
given by publication in a newspaper of general circulation in the City of New
York, such publication to be made once a week for two consecutive weeks
commencing not less than 30 nor more than 60 days prior to the Redemption
Date.  A similar notice of such
redemption shall be mailed by the Trust not less than 30 days nor more than 60
days prior to the Redemption Date to each holder of record of the Series J
Preferred Shares to be redeemed (the “Redemption Notice”).  Such Redemption Notice shall be provided by
first class mail, postage prepaid, at such holder’s address as the same appears
on the share records of the Trust. 
Neither the failure to mail the Redemption Notice, nor any defect
therein or in the mailing thereof to any particular holder, shall affect the
sufficiency of the Redemption Notice or the validity of the proceedings for
redemption with respect to the other holders. 
A Redemption Notice which has been mailed in the manner herein provided
shall be conclusively presumed to have been duly given on the date mailed
whether or not the holder receives the Redemption Notice.  Each Redemption Notice shall state, as
appropriate: (i) the Redemption Date; (ii) the number of Series J Preferred
Shares to be redeemed; (iii) the manner in which Series J Preferred Shares are
to be surrendered, including the requisite form of documentation for such
surrender of Series J Preferred Shares to the Trust; and (iv) the Redemption
Price payable on such Redemption Date, including, without limitation, a
statement as to whether or not accrued and unpaid dividends will be (x) payable
as part of the Redemption Price, or (y) payable on the next Dividend Payment
Date to the record holder at the close of business on the relevant Record Date
as described in the next succeeding sentence. 
A Redemption Notice having been mailed as aforesaid, from and after the
Redemption Date (unless the Trust shall fail to make available the amount of
cash necessary to effect such redemption), (i) dividends on the Series J
Preferred Shares so called for redemption shall cease to accrue on said shares,
(ii) said shares shall no longer be deemed to be outstanding, and (iii) all
rights of the holders thereof as holders of Series 


 


 



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J Preferred Shares shall
cease, except (a) the right to receive the Redemption Price, without interest thereon,
and (b) if the Redemption Date for any Series J Preferred Shares occurs after
any Dividend Record Date and on or prior to the related Dividend Payment Date,
the full dividend payable on such Dividend Payment Date in respect of such
Series J Preferred Shares called for redemption shall be payable on such
Dividend Payment Date to the holders of record of such shares at the close of
business on the corresponding Dividend Record Date notwithstanding the prior
redemption of such shares.  The Trust’s
obligation to make available the cash necessary to effect such redemption in
accordance with the preceding sentence shall be deemed fulfilled if, on or
before the applicable Redemption Date, the Trust shall irrevocably deposit in
trust with a bank or trust company (which may not be an Affiliate of the Trust)
that has, or is an Affiliate of a bank or trust company that has, a capital and
surplus of at least $50,000,000, such amount of cash as is necessary for such
redemption plus, if such Redemption Date occurs after any Dividend Record Date
and on or prior to the related Dividend Payment Date, such amount of cash as is
necessary to pay the dividend payable on such Dividend Payment Date in respect
of such Series J Preferred Shares called for redemption, with irrevocable
instructions that such cash be applied to the redemption of the Series J
Preferred Shares so called for redemption and, if applicable, the payment of
such dividend.  No interest shall accrue
for the benefit of the holders of Series J Preferred Shares to be redeemed on
any cash so set aside by the Trust. 
Subject to applicable escheat laws, any such cash unclaimed at the end
of two years from the Redemption Date shall revert to the general funds of the
Trust, after which reversion the holders of Series J Preferred Shares so called
for redemption shall look only to the general funds of the Trust for the
payment of such cash.  As promptly as
practicable after the surrender in accordance with the Redemption Notice of any
such Series J Preferred Shares to be so redeemed (in the case of certificated
shares, properly endorsed or assigned for Transfer, if the Trust shall so
require and the Redemption Notice shall so state), such surrendered Series J
Preferred Shares shall be exchanged for cash (without interest thereon) for
which such Series J Preferred Shares have been redeemed in accordance with such
Redemption Notice.


6.             STATUS OF REACQUIRED SHARES.


All Series J
Preferred Shares that have been issued and are reacquired in any manner by the
Trust (including, without limitation, Series J Preferred Shares which are
redeemed) shall be returned to the status of authorized but unissued Preferred
Shares, without designation as to series. 
The Trust may also retire any unissued Series J Preferred Shares, and
such shares shall then be restored to the status of authorized but unissued
Preferred Shares without designation as to series.


7.             RANKING.


The Series J Preferred Shares will, with respect to
dividend rights and rights upon the liquidation, dissolution or winding-up of
the Trust, rank:


(a)           prior or senior to the Common Shares
and any other class or series of the Trust’s Equity Shares authorized or
designated in the future if the holders of Series J Preferred Shares shall be
entitled to the receipt of dividends or of amounts distributable upon
liquidation, 


 



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dissolution or winding-up
in preference or priority to the holders of shares of such class or series (“Junior
Shares”);


(b)           on a parity with the Series E
Preferred Shares, the Series F Preferred Shares, the Series G Preferred Shares,
Series H Preferred Shares and any other class or series of the Trust’s Equity
Shares authorized or designated in the future if, by the terms of such class or
series, the holders of such class or series of securities and the Series J
Preferred Shares shall be entitled to the receipt of dividends and of amounts
distributable upon liquidation, dissolution or winding-up in proportion to
their respective amounts of accrued and unpaid dividends per share or
liquidation preferences, without preference or priority of one over the other (“Parity
Shares”); and


(c)           junior to any class or series of our
Equity Shares authorized or designated in the future if, by the terms of such
class or series, the holders of such class or series shall be entitled to the
receipt of dividends and amounts distributable upon liquidation, dissolution or
winding-up in preference or priority to the holders of the Series J Preferred
Shares (“Senior Shares”).


8.             VOTING.


(a)           If and whenever six (6) quarterly
dividends (whether or not consecutive) payable on the Series J Preferred Shares
or any series or class of Parity Shares shall be in arrears (which shall, with
respect to any such quarterly dividend, mean that any such dividend has not
been paid in full), whether or not declared, the number of Trustees then
constituting the Board of Trustees shall be increased by two (if not already
increased by reason of similar types of provisions with respect to Parity
Shares of any other class or series which is entitled to similar voting rights
(the “Voting Parity Shares”); without limiting the foregoing, the Series
E Preferred Shares, Series F Preferred Shares, the Series G Preferred Shares
and the Series H Preferred Shares shall be deemed to be entitled to voting
rights similar to the Series J Preferred Shares) and the holders of Series J
Preferred Shares, together with the holders of all other Voting Parity Shares
then entitled to exercise similar voting rights, voting as a single class
regardless of series or class, shall be entitled to elect the two additional
Trustees to serve on the Board of Trustees at any annual meeting of
shareholders or at a special meeting of the holders of the Series J Preferred
Shares and the Voting Parity Shares called as hereinafter provided.  At any time when such right to elect Trustees
separately shall have been so vested in the holders of Series J Preferred
Shares and the Voting Parity Shares, if applicable, the Secretary of the Trust
may, and upon the written request of the holders of record of not less than 20%
of the total number of Series J Preferred Shares and Voting Parity Shares
(addressed to the Secretary at the principal office of the Trust) shall, call a
special meeting of the holders of the Series J Preferred Shares and of the
Voting Parity Shares for the election of the two Trustees to be elected by them
as herein provided, such call to be made by notice similar to that provided in
the Bylaws of the Trust for a special meeting of the shareholders or as
required by law.  Such special meeting
shall be held, in the case of such written request, within 90 days after the
delivery of such request, provided that the Trust shall not be required to call
such a special meeting if such request is received less than 120 days before
the date fixed for the next ensuing annual meeting of shareholders and the
holders of the Series J Preferred Shares and Voting Parity Share are offered
the opportunity to elect such Trustees at such annual meeting.  The Trustees elected at any such special
meeting shall hold 


 



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office until the next
annual meeting of the shareholders or special meeting held in lieu thereof if
such office shall not have previously terminated as provided herein.  If any vacancy shall occur among the Trustees
elected by the holders of the Series J Preferred Shares and the Voting Parity
Shares by reason of death, resignation or disability, a successor shall be
elected by the Board of Trustees, upon the nomination of the then-remaining
Trustee elected by the holders of the Series J Preferred Shares and the Voting
Parity Shares or the successor of such remaining Trustee, to serve until the
next annual meeting of the shareholders or special meeting held in place
thereof if such office shall not have previously terminated as provided above.  Whenever all arrears in dividends on the
Series J Preferred Shares and the Voting Parity Shares then outstanding shall
have been paid and dividends thereon for the current Dividend Period shall have
been declared and paid, or declared and set apart for payment, then the right
of the holders of the Series J Preferred Shares and the Voting Parity Shares to
elect such additional two Trustees shall cease (but subject always to the same
provision for the vesting of such voting rights in the case of any similar
future arrearages), and the terms of office of all persons elected as Trustees
by the holders of the Series J Preferred Shares and the Voting Parity Shares
shall forthwith terminate and the number of Trustees constituting the Board of
Trustees shall be reduced accordingly.


(b)           So long as any Series J Preferred
Shares are outstanding, in addition to any other vote or consent of
shareholders required by law or by the Declaration of Trust of the Trust, the
affirmative vote or consent of at least 66-2/3% of the votes entitled to be
cast by the holders of the outstanding Series J Preferred Shares voting as a
single class with the holders of all other classes or series of Voting Parity
Shares entitled to vote on such matters, given in person or by proxy, either in
writing without a meeting or by vote at any meeting called for the purpose,
shall be necessary for effecting or validating:


(i)            Any
amendment, alteration or repeal of any of the provisions of, or the addition of
any provision to, these Articles Supplementary, the Declaration of Trust or the
By-Laws of the Trust that materially adversely affects the voting powers,
rights or preferences of the holders of the Series J Preferred Shares;
provided, however, that the amendment of or supplement to the provisions of the
Declaration of Trust to authorize, create, increase or decrease the authorized
amount of, or to issue Junior Shares, Series J Preferred Shares or any class of
Parity Shares shall not be deemed to materially adversely affect the voting
powers, rights or preferences of the holders of Series J Preferred Shares; or


(ii)           The
authorization, creation of, increase in the authorized amount of, or issuance
of shares of any class or series of Senior Shares or any security convertible
or exchangeable into shares of any class or series of Senior Shares (whether or
not such class or series of Senior Shares is currently authorized);


provided, however, that
no such vote of the holders of Series J Preferred Shares shall be required if,
at or prior to the time when such amendment, alteration or repeal is to take
effect, or when the issuance of any such Senior Shares or convertible or
exchangeable security is to be made, as the case may be, provision is made for
the redemption of all outstanding Series J Preferred Shares to the extent such
redemption is authorized by Section 5 of this Article.


 



 10
 






 



For purposes of
the foregoing provisions and all other voting rights under these Articles
Supplementary, each Series J Preferred Share shall have one (1) vote per share,
except that when any other class or series of preferred shares of the Trust
shall have the right to vote with the Series J Preferred Shares as a single
class on any matter, then the Series J Preferred Shares and such other class or
series shall have with respect to such matters one quarter of one vote per
$25.00 of stated liquidation preference. 
Except as otherwise required by applicable law or as set forth herein or
in the Declaration of Trust, the Series J Preferred Shares shall not have any
relative, participating, optional or other special voting rights and powers
other than as set forth herein, and the consent of the holders thereof shall
not be required for the taking of any action by the Trust.


9.             RECORD HOLDERS.


The Trust and the
Transfer Agent may deem and treat the record holder of any Series J Preferred
Share as the true and lawful owner thereof for all purposes, and neither the
Trust nor the Transfer Agent shall be affected by any notice to the contrary.


10.          INFORMATION RIGHTS.


During any
Dividend Period, the Trust will (i) transmit by mail or other permissible means
under the Exchange Act to all holders of any Series J Preferred Shares, without
cost to such holders, copies of the annual reports on Form 10-K and quarterly
reports on Form 10-Q that the Trust would have been required to file with the
Securities and Exchange Commission (“SEC”), pursuant to Rule 13 or Rule 15(d)
of the Exchange Act if the Trust were subject to such rules (other than any
exhibits that would have been required), and (ii) within 15 days following
written request, supply copies of such reports to any prospective holder of the
Series J Preferred Shares.  The Trust
will mail (or otherwise provide) the reports to the holders of the Series J
Preferred Shares within 15 days after the respective dates by which the Trust
would have been required to file such reports with the SEC if it were subject
to Section 13 or 15(d) of the Exchange Act.


11.          RESTRICTIONS
ON OWNERSHIP AND TRANSFER; REMEDIES.


Article VII of the
Declaration of Trust sets forth certain ownership and transfer restrictions
relating to the Equity Shares, including the Series J Preferred Shares.  Article VII of the Declaration of Trust is
hereby incorporated by reference herein.


FOURTH: These Articles
Supplementary have been duly adopted by all necessary action on the part of the
Trust.



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IN WITNESS WHEREOF, the Trust has caused these presents to be signed in its name and on its
behalf by its President and Chief Executive Officer and witnessed by its
Secretary, Vice President and General Counsel on July 18, 2006.


 


	
  WITNESS: 

  	
   

  	
  CORPORATE OFFICE PROPERTIES TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Karen M. Singer

  	
   

  	
  /s/ Randall M. Griffin

  
	
  Name: Karen M. Singer  

  	
   

  	
  Name: Randall M. Griffin 

  
	
  Title: Secretary, Vice
  President & General Counsel

  	
   

  	
  Title: President and Chief
  Executive Officer

  



 


THE UNDERSIGNED,
Secretary, Vice President and General Counsel of CORPORATE OFFICE PROPERTIES
TRUST, hereby acknowledges in the name and on behalf of said Trust the
foregoing Articles Supplementary to be the official act of said Trust and
hereby certifies that the matters and facts set forth herein with respect to
the authorization and approval thereof are true in all material respects under
the penalties of perjury.


 


	
  /s/ Karen M. Singer

  	
   

  
	
  Name: Karen M. Singer

  	
   

  
	
  Title: Secretary, Vice President
  and General Counsel