Exhibit 4.2


 




	
  

  	
  FULLY PAID AND NON-ASSESSABLE 7.375% SERIES L CUMULATIVE
  PREFERRED SHARES OF BENEFICIAL INTEREST, CORPORATE OFFICE PROPERTIES TRUST
  (the “Trust”) transferable on the books of the Trust by the holder hereof in
  person or by its duly authorized attorney upon surrender of this Certificate
  properly endorsed. This Certificate and the shares represented hereby are
  issued and shall be held subject to all of the provisions of the Declaration
  of Trust and Bylaws of the Trust and any amendments hereto. This Certificate
  is not valid unless countersigned and registered by the Transfer Agent and
  Registrar. IN WITNESS WHEREOF, the Trust has caused this Certificate to be
  executed on its behalf by its duly authorized officers. Dated: AMERICAN
  FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS THIS CERTIFIES THAT is the
  owner of CORPORATE OFFICE PROPERTIES TRUST A REAL ESTATE INVESTMENT TRUST
  FORMED UNDER THE LAWS OF THE STATE OF MARYLAND PREFERRED STOCK SEE REVERSE
  SIDE FOR CERTAIN DEFINITIONS CUSIP 22002T 884 SECRETARY PRESIDENT AND CHIEF
  EXECUTIVE OFFICER COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK, N.A.
  TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE CL- 

  






 
















	
  

  	
  IMPORTANT NOTICE The Trust will furnish to any shareholder, on
  request and without charge, a full statement of the information required by
  Section 8-203(d) of the Corporations and Associations Article of the
  Annotated Code of Maryland with respect to the designations and any
  preferences, conversion and other rights, voting powers, restrictions, limitations
  as to dividends and other distributions, qualifications, and terms and
  conditions of redemption of the shares of each class of beneficial interest
  which the Trust has authority to issue and, if the Trust is authorized to
  issue any preferred or special class in series, (i) the differences in the
  relative rights and preferences between the shares of each series to the
  extent set, and (ii) the authority of the Board of Trustees to set such
  rights and preferences of subsequent series. The foregoing summary does not
  purport to be complete and is subject to and qualified in its entirety by
  reference to the Declaration of Trust of the Trust, a copy of which will be
  sent without charge to each shareholder who so requests. Such request must be
  made to the Secretary of the Trust at its principal office or to the Transfer
  Agent. The shares represented by this Certificate are subject to restrictions
  on Beneficial Ownership, Constructive Ownership and Transfer for the purpose
  of the Trust’s maintenance of its status as a real estate investment trust (a
  “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”).
  Subject to certain further restrictions and except as expressly provided in
  the Declaration of Trust of the Trust, (i) no Person may Beneficially Own or
  Constructively Own Common Shares of the Trust in excess of 9.8 percent (in
  value or number of shares) of the outstanding Common Shares of the Trust
  unless such Person is an Excepted Holder or a Permitted Holder (in which case
  the Excepted Holder Limit shall be applicable); (ii) no Person may
  Beneficially Own or Constructively Own Equity Shares of the Trust in excess
  of 9.8 percent of the value of the total outstanding Equity Shares of the
  Trust, unless such Person is an Excepted Holder or a Permitted Holder (in
  which case the Excepted Holder Limit shall be applicable); (iii) no Person
  may Beneficially Own or Constructively Own Equity Shares that would result in
  the Trust being “closely held” under Section 856(h) of the Code or otherwise
  cause the Trust to fail to qualify as a REIT; and (iv) no Person may Transfer
  Equity Shares if such Transfer would result in Equity Shares of the Trust
  being owned by fewer than 100 Persons. Any Person who Beneficially Owns or
  Constructively Owns or attempts to Beneficially Own or Constructively Own
  Equity Shares which cause or will cause a Person to Beneficially Own or
  Constructively Own Equity Shares in excess or in violation of the above
  limitations must immediately notify the Trust. If any of the restrictions on transfer
  or ownership are violated, the Equity Shares represented hereby will be
  automatically transferred to a Trustee of a Charitable Trust for the benefit
  of one or more Charitable Beneficiaries. In addition, upon the occurrence of
  certain events, attempted Transfers in violation of the restrictions
  described above may be void ab initio. All capitalized terms in this legend
  have the meanings defined in the Declaration of Trust of the Trust, as the
  same may be amended from time to time, a copy of which, including the
  restrictions on transfer and ownership, will be furnished to each holder of
  Equity Shares of the Trust on request and without charge. Such request must
  be made to the Secretary of the Trust at its principal office or to the
  Transfer Agent. KEEP THIS CERTIFICATE IN A SAFE PLACE. IF LOST, STOLEN OR
  DESTROYED, THE TRUST WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
  ISSUANCE OF A REPLACEMENT CERTIFICATE. The following abbreviations, when used
  in the inscription on the face of this Certificate, shall be construed as
  though they were written out in full according to applicable laws or
  regulations: TEN COM – as tenants in common UNIF
  GIFT–_________Custodian_________ UNIF TRAN MIN
  ACT–_________Custodian_________ TEN ENT – as tenants by the entireties (Cust)
  (Minor) (Cust) (Minor) JT TEN – as joint tenants with right under Uniform
  Gifts to Minors under Uniform Transfers to Minors of survivorship and not as
  tenants Act of _____________ Act of ______________ in common State State
  Additional abbreviations may also be used though not in above list. FOR VALUE
  RECEIVED, ______________________________________ hereby sells, assigns, and
  transfers unto (PLEASE PRINT OR TYEPWRITE NAME AND ADDRESS, INCLUDING ZIP
  CODE, OF ASSIGNEE) (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
  OF ASSIGNEE) ____________________________________
  (____________________________) 7.375% Series L Cumulative Preferred Shares of
  beneficial interest of the Trust represented by this Certificate and does
  hereby irrevocably constitute and appoint _
  ___________________________________________________________________________________________
  Attorney to transfer the said shares on the books of the Trust, with full
  power of substitution in the premises. Dated: ______________________________________
  NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
  WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT
  ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed: By
  THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
  (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH
  MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO
  S.E.C. RULE 17Ad-15.