Specimen Stock Certificate



 Exhibit 4.2 
  
 SEE REVERSE FOR LEGEND RELATING TO RESTRICTIONS ON TRANSFER 
  

 6.875% Cumulative Preferred
Stock, Series I 

  


					
	NUMBER	 	 	 	SHARES
	 	 	 PS BUSINESS PARKS, INC.
 Incorporated Under the Laws of the State of California
	 	CUSIP 69360J 85 9


  
 This certifies that
                                        is the
record holder of                             of the 6.875% Cumulative Preferred Stock, Series I of

 PS BUSINESS PARKS, INC. 
 transferrable
only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. 
  
 Any Shareholder may obtain from the office of the Corporation a statement of the rights, preferences, privileges and restrictions granted to or imposed
upon the respective classes of shares and upon the holders thereof. By acceptance of this Certificate, the holder hereof assents and agrees to be bound by all of the provisions of the Articles of Incorporation and Bylaws of the Corporation and all
amendments thereto. 
  
 See the reverse side of this Certificate
for further information and for a description of provisions of the Articles of Incorporation governing the shares represented by this Certificate relating to redemption and restrictions on ownership and transfer. 
  
 Witness the “facsimile” Corporate Seal of this Corporation and the
facsimile signatures of its duly authorized officers. 
  
 Dated: 
  

					
			
	 	 	 	 	 
	
	 	 	 	

	Secretary	 	 	 	Vice President

  

			
	 Countersigned and Registered:
 American Stock Transfer & Trust
 Company (New York)

		
	 	 	 Transfer Agent
 and Registrar

		
	 By
	 	

	 	 	Authorized Officer









	
	FOR VALUE RECEIVED
                                        
                         HEREBY SELL, ASSIGN AND TRANSFER UNTO
	                                      
                                        
                                        
                                        
                                        
                               
	SHARES REPRESENTED BY THE WITHIN CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE AND
APPOINT
__________________________________________________________________________________________________
	ATTORNEY TO TRANSFER THE SAID SHARES ON THE SHARE REGISTER OF THE WITHIN NAMED CORPORATION
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
	DATED                         
20    


					
			
	IN PRESENCE OF
                                        
                                        
 	  	}	  	                                      
                                        
                         
	                                      
                                       
                                     	  	  	                                      
                                        
                         

  
 NOTICE: THE SIGNATURE OF 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) Guarantee

		
	By	 	 
	 	 	

	The signature(s) should 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.

  
 The Corporation is authorized to issue
Common Stock, one or more series of Preferred Stock, one or more series of Equity Stock and Depositary Shares. The Corporation will furnish without charge to each shareholder, who so requests in writing, a statement of the rights, preferences,
privileges and restrictions granted to or imposed upon the respective classes of shares and upon the holders thereof and a copy of the Corporation’s Bylaws. Any such request shall be made to the Corporation at the principal office of the
Corporation at 701 Western Avenue, Glendale, California 91201-2349, Attention: Secretary. 
  
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE ARTICLES OF INCORPORATION, INCLUDING BUT NOT LIMITED TO (1) SECTION (C) OF THE CERTIFICATE OF DETERMINATION RELATING TO THE SHARES
REPRESENTED BY THIS CERTIFICATE, WHICH CONFERS UPON THE BOARD THE RIGHT, ON OR AFTER APRIL 21, 2009, TO CALL FOR REDEMPTION OF THE SHARES REPRESENTED BY THIS CERTIFICATE, AND (2) THE PROVISIONS OF THE ARTICLES OF INCORPORATION WHICH SET FORTH
OWNERSHIP LIMITATION PROVISIONS DESIGNED TO MAINTAIN THE CORPORATION’S QUALIFICATION AS A “REAL ESTATE INVESTMENT TRUST” UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 
  
 The shares of Stock represented by this certificate are subject to restrictions on ownership
and transfer for the purpose of assisting this corporation to maintain its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended. Except as set forth in Article IV of this corporation’s Articles of
Incorporation, no person may Beneficially Own (i) more than 7.0% of the outstanding shares of Common Stock of this corporation, or (ii) more than 9.9% of the outstanding shares of any series of Preferred Stock or Equity Stock of this corporation,
with certain further restrictions and exceptions as are set forth in this corporation’s Articles of Incorporation. Any Person who attempts to own or Beneficially Own Stock in excess of the above limitations must notify this corporation in
writing at least 15 days prior to such attempt. If any of the restrictions on transfer or ownership set forth in Article IV of the Articles of Incorporation are violated, the Stock represented hereby will be automatically transferred to the
Charitable Trustee of a Charitable Trust for the benefit of a Charitable Beneficiary pursuant to the terms of Article IV of the Articles of Incorporation. In addition, attempted transfers of Stock in violation of the limitations described above (as
modified or expanded upon in Article IV of the Articles of Incorporation), may be void ab initio. All capitalized terms in this legend have the meanings defined in this corporation’s Articles of Incorporation, as the same may be amended
from time to time. This corporation will furnish to the holder hereof, upon request and without charge, a complete written statement of the terms and conditions of Article IV of the Articles of Incorporation. Requests for such documents may be
directed to the corporate secretary.