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                                                                     EXHIBIT 3.3



                               ARDEN REALTY, INC.

                             ARTICLES SUPPLEMENTARY

                     ESTABLISHING AND FIXING THE RIGHTS AND
                    PREFERENCES OF 8 5/8% SERIES B CUMULATIVE
                           REDEEMABLE PREFERRED STOCK

        Arden Realty, Inc., a corporation organized and existing under the laws
of the State of Maryland (the "Corporation"), certifies to the State Department
of Assessments and Taxation of Maryland (the "Department") that:

        FIRST: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation (sometimes referred to herein as the "Board") by
Article VI of the Articles of Amendment and Restatement of the Corporation filed
with, and accepted for record by, the Department on October 4, 1996, as
supplemented, (the "Charter") and Section 2-105 of the Maryland General
Corporation Law (the "MGCL"), the Board of Directors of the Corporation, on
September 2, 1999, adopted resolutions authorizing the Corporation, among other
things, to issue up to a stated maximum number of shares of Preferred Stock of
the Corporation, having a stated maximum aggregate liquidation preference and
distribution rate and certain other stated terms applicable to the issuance
thereof, and appointing, pursuant to the MGCL and the powers contained in the
Bylaws of the Corporation, a committee (the "Committee") of the Board of
Directors comprised of Richard S. Ziman and Victor Coleman and delegating to the
Committee, to the fullest extent permitted by Maryland law and the Charter and
Bylaws of the Corporation, all powers of the Board of Directors with respect to
classifying, authorizing, approving, ratifying and/or confirming the terms of
the Preferred Stock to be issued, including, without limitation, the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to distributions and other qualifications and terms and
conditions of redemption, and determining the consideration per share to be
received in respect of the issuance and sale of each share of Preferred Stock to
be issued and sold, and the number of shares of Preferred Stock to be so
classified or reclassified and issued by the Corporation, subject to the
limitations set forth in the resolutions of the Board of Directors adopted on
September 2, 1999.

        SECOND: Pursuant to the authority conferred upon the Committee as
aforesaid, the Committee has, on September 2, 1999, adopted resolutions
classifying and designating a separate class of Preferred Stock as the 8 5/8%
Series B Cumulative Redeemable Preferred Stock, with the preferences,
conversions and other rights, voting powers, restrictions, limitations as to
distributions and other qualifications and terms and conditions of redemption
and other terms and conditions of such 8 5/8% Series B Cumulative Redeemable
Preferred Stock (within the limitations set by the Board of Directors in the
resolutions adopted on September 2, 1999, and referred to in Article First of
these Articles Supplementary) and establishing 2,000,000 as the number of shares
to be so classified and designated, and authorizing the issuance of up to
2,000,000 shares of 8 5/8% Series B Cumulative Redeemable Preferred Stock.

        THIRD: The separate class of Preferred Stock of the Corporation created
by the resolutions duly adopted by the Board of Directors of the Corporation and
by the Committee and


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referred to in Articles First and Second of these Articles Supplementary shall
have the designation, number of shares, preferences, conversion and other
rights, voting powers, restrictions, limitations as to distributions,
qualifications, terms and conditions of redemption and other terms and
conditions as follows (and which, upon any restatement of the Charter, may be
made a part of Article VI thereof, with any necessary or appropriate changes to
the numeration or lettering of the sections or subsections hereof):

        (1) DESIGNATION AND NUMBER. A class of Preferred Stock, designated the
"8 5/8% Series B Cumulative Redeemable Preferred Stock" (the "Series B Preferred
Stock"), is hereby established. The number of shares of Series B Preferred Stock
shall be 2,000,000.

        (2) RANK. The Series B Preferred Stock will rank, with respect to
distribution rights or rights upon voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, (a) senior to all classes or
series of Common Stock (as defined in the Charter) and to all equity securities
of the Corporation the terms of which provide that such equity securities shall
rank junior to such Series B Preferred Stock with respect to distribution rights
or rights upon voluntary or involuntary liquidation, dissolution or winding-up
of the Corporation, as the case may be; (b) on a parity with all equity
securities issued by the Corporation other than those referred to in clauses (a)
and (c); and (c) junior to all equity securities issued by the Corporation the
terms of which provide that such equity securities shall rank senior to the
Series B Preferred Stock with respect to distribution rights or rights upon
voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation, as the case may be. For the purpose of these terms of the Series B
Preferred Stock, the term "Parity Preferred Stock" shall be used to refer to any
class or series of equity securities of the Corporation now or hereafter
authorized, issued or outstanding expressly designated by the Corporation to
rank on parity with the Series B Preferred Stock with respect to distributions
and rights upon voluntary or involuntary liquidation, winding-up or dissolution
of the Corporation. The term "equity securities" does not include convertible
debt securities, until the same are converted into equity securities.

        (3)  DISTRIBUTIONS.

        (a) Payment of Distributions. Subject to the rights of holders of Parity
Preferred Stock as to the payment of distributions and holders of equity
securities ranking senior to the Series B Preferred Stock as to payments of
distributions, holders of Series B Preferred Stock shall be entitled to receive,
if, when and as authorized by the Board, out of funds legally available for the
payment of distributions, cumulative preferential cash distributions at the rate
of 8 5/8% of the $25.00 liquidation preference per annum (equivalent to $2.16
per annum per share). Such distributions shall accumulate on a daily basis
computed on the basis of a 360-day year consisting of twelve 30-day months and
be cumulative, shall accrue from the original date of issuance and shall be
payable quarterly in arrears on March 31, June 30, September 30 and December 31
of each year commencing on September 30, 1999 (each a "Distribution Payment
Date"). Distributions shall be payable to holders of record as they appear in
the share records of the Corporation at the close of business on the applicable
record date (each, a "Distribution Record Date"), which shall be the date
designated by the Board for the payment of distributions that is not more than
30 nor less than 10 days prior to the applicable payment date therefor. Any



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distribution payable on the Series B Preferred Stock for any partial
distribution period shall be prorated and computed on the basis of a 360-day
year consisting of twelve 30-day months and for any period shorter than a full
quarterly period for which distributions are computed, the amount of
distribution payable will be computed based on the ratio of the actual number of
days elapsed in such a period to ninety (90) days. If any date on which
distributions are to be made on the Series B Preferred Stock is not a Business
Day (as defined herein), then payment of the distribution to be made on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date. Notwithstanding any provision to the contrary
contained herein, each outstanding share of Series B Preferred Stock shall be
entitled to receive, and shall receive, a distribution with respect to any
Distribution Record Date equal to the distribution paid with respect to each
other share of Series B Preferred Stock which is outstanding on such date which
shall be equal to the greatest distribution per share payable on any such share
on such date. In addition, notwithstanding anything to the contrary set forth
herein, each share of Series B Preferred Stock shall also continue to accrue all
accrued and unpaid distributions up to the exchange date on any Series B
Preferred Unit (as defined in the Second Amended and Restated Agreement of
Limited Partnership of Arden Realty, L.P., dated as of September 7, 1999, as
amended and supplemented from time to time (the "Partnership Agreement"))
validly exchanged into such share of Series B Preferred Stock in accordance with
the provisions of the Partnership Agreement.

        The term "Business Day" shall mean each day, other than a Saturday or
Sunday, which is not a day on which banking institutions in New York, New York
or Los Angeles, California are authorized or required by law, regulation or
executive order to close.

        (b) Limitation on Distributions. No distribution on the Series B
Preferred Stock shall be authorized by the Board or be paid or set apart for
payment by the Corporation at such time as the terms and provisions of any
agreement of the Corporation, including any agreement relating to its
indebtedness, prohibits such authorization, payment or setting apart for payment
or provides that such authorization, payment or setting apart for payment would
constitute a breach thereof, or a default thereunder, or if such authorization
or payment or setting apart for payment shall be restricted or prohibited by
law.

        (c) Distributions Cumulative. Notwithstanding anything to the contrary
contained herein, distributions on the Series B Preferred Stock will accrue
whether or not authorized, whether or not the terms and provisions set forth in
Section 3(b) hereof at any time prohibit the current payment of distributions,
whether or not the Corporation has earnings, whether or not restrictions exist
in respect thereof, whether or not there are funds legally available for the
payment thereof and whether or not such distributions are declared or
authorized. Accrued but unpaid distributions on the Series B Preferred Stock
will accumulate as of the Distribution Payment Date on which they first become
payable or on the date of redemption, as the case may be.



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        (d) Priority as to Distribution. (i) If any Series B Preferred Stock is
outstanding, no distributions, except as described in the immediately following
sentence, will be declared or paid or set apart for payment on any other equity
securities of the Corporation of any other class or series ranking, as to
distributions or upon voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, junior to or on a parity with the Series B
Preferred Stock unless full cumulative distributions have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof irrevocably set apart in trust for such payment on the Series B
Preferred Stock for all prior distribution periods.

        (ii) When distributions are not paid in full (or a sum sufficient for
such full payment is not so set apart) upon the Series B Preferred Stock and any
other equity securities ranking as to distributions on a parity with the Series
B Preferred Stock, all distributions declared upon the Series B Preferred Stock
and any other equity securities of the Corporation ranking on a parity with the
Series B Preferred Stock as to distributions and upon voluntary or involuntary
liquidation, dissolution or winding up of the Corporation shall be declared pro
rata so that the amount of distributions declared per share of Series B
Preferred Stock and each such other equity security shall in all cases bear to
each other the same ratio that accumulated distributions per share of Series B
Preferred Stock and such other equity security (which shall not include any
accumulation in respect of unpaid distributions for prior distribution periods
if such other equity securities do not have a cumulative distribution) bear to
each other. No interest, or sum of money in lieu of interest, shall be payable
in respect of any distribution payment or payments on Series B Preferred Stock
which may be in arrears.

        (e) Except as provided in the immediately preceding paragraph, unless
full cumulative distributions on the Series B Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is irrevocably set apart in trust for payment for all prior
distribution periods, no distributions (other than in Common Stock or other
equity securities of the Corporation ranking junior to the Series B Preferred
Stock as to distributions and upon voluntary or involuntary liquidation,
dissolution and winding up of the Corporation) shall be declared or paid or set
aside for payment nor shall any other distribution be declared or made upon the
Common Stock or any other equity securities of the Corporation ranking as to
distributions or upon voluntary or involuntary liquidation, dissolution or
winding up of the Corporation junior to or on a parity with the Series B
Preferred Stock, nor shall any Common Stock or any other equity securities of
the Corporation ranking junior to or on a parity with the Series B Preferred
Stock as to distributions or upon voluntary or involuntary liquidation,
dissolution or winding up of the Corporation be redeemed, purchased or otherwise
acquired for any consideration (or any monies be paid to or made available for a
sinking fund for the redemption of any such securities) by the Corporation
(except by conversion into or exchange for other equity securities of the
Corporation ranking junior to the Series B Preferred Stock as to distributions
and upon voluntary and involuntary liquidation, dissolution and winding up of
the Corporation, and except pursuant to Section 7 of these Articles
Supplementary to ensure the Corporation's continued status as a real estate
investment trust (a "REIT") for Federal income tax purposes or comparable
Charter provisions with respect to other classes or series of the Corporation's
stock).



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        (f) No Further Rights. Accumulated but unpaid distributions on the
Series B Preferred Stock will not bear interest and holders of Series B
Preferred Stock shall not be entitled to any distribution in excess of full
cumulative distributions as described above. Any distribution payment made on
the Series B Preferred Stock shall first be credited against the earliest
accumulated but unpaid distribution due with respect to such shares which
remains payable.

        (g) Capital Gains Distributions. If, for any taxable year, the
Corporation elects to designate as a "capital gain distribution" (as defined in
Section 857 of the Internal Revenue Code of 1986, as amended (the "Code")), any
portion (the "Capital Gains Amount") of the distributions paid or made available
for the year to holders of every class or series of stock of the Corporation,
the portion of the Capital Gains Amount that shall be allocable to holders of
the Series B Preferred Stock shall be the amount that the total distributions
(as determined for Federal income tax purposes) paid or made available to the
holders of the Series B Preferred Stock for the year bears to the aggregate
amount of distributions (as determined for Federal income tax purposes) paid or
made available to the holders of all classes or series of stock of the
Corporation for such year.

        (4)  LIQUIDATION PREFERENCE.

        (a) Payment of Liquidating Distributions. In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, the
holders of Series B Preferred Stock then outstanding shall be entitled to
receive out of the assets of the Corporation legally available for distribution
to its stockholders remaining after payment or provision for payment of all
debts and liabilities of the Corporation, (i) a liquidation preference in cash
of $25.00 per share, and (ii) an amount equal to any accumulated or accrued and
unpaid distributions to the date of such payment, before any distribution of
assets is made to holders of Common Stock or any other equity securities of the
Corporation that rank junior to the Series B Preferred Stock as to liquidation
rights. If, upon any such voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets of the Corporation are insufficient to
make full payment to holders of Series B Preferred Stock and the corresponding
amounts payable on all shares of other classes or series of equity securities of
the Corporation ranking on a parity with the Series B Preferred Stock as to
liquidation rights, then the holders of the Series B Preferred Stock and all
other such classes or series of equity securities shall share ratably in any
such distribution of assets in proportion to the full liquidating distributions
to which they would otherwise be respectively entitled.

        (b) Notice. Written notice of any such liquidation, dissolution or
winding up of the Corporation, stating the payment date or dates when, and the
place or places where, the amounts distributable in such circumstances shall be
payable, shall be given by first class mail, postage pre-paid, not less than 30
nor more than 60 days prior to the payment date stated therein, to each record
holder of the Series B Preferred Stock at the respective addresses of such
holders as the same shall appear on the stock transfer records of the
Corporation.



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        (c) No Further Rights. After payment of the full amount of the
liquidating distributions to which they are entitled, the holders of Series B
Preferred Stock will have no right or claim to any of the remaining assets of
the Corporation.

        (d) Consolidation, Merger or Certain Other Transactions. The
consolidation or merger of the Corporation with or into any other entity, a
merger of another entity with or into the Corporation, a statutory share
exchange by the Corporation or a sale, lease, transfer or conveyance of all or
substantially all of the property or business of the Corporation shall not be
deemed to constitute a liquidation, dissolution or winding up of the
Corporation.

        (e) Permissible Distributions. In determining whether a distribution
(other than upon voluntary or involuntary liquidation, dissolution or winding up
of the Corporation) by distribution, redemption or other acquisition of shares
of stock of the Corporation or otherwise is permitted under the MGCL, no effect
shall be given to amounts that would be needed, if the Corporation were to be
dissolved at the time of the distribution, to satisfy the preferential rights
upon dissolution of holders of the Series B Preferred Stock whose preferential
rights upon dissolution are superior to those receiving the distribution.

        (5)  OPTIONAL REDEMPTION.

        (a) Right of Optional Redemption. The Series B Preferred Stock is not
redeemable prior to September 7, 2004. To ensure that the Corporation remains a
qualified REIT for Federal income tax purposes, however, the Series B Preferred
Stock shall be subject to the provisions of Section 7 of these Articles
Supplementary. On and after September 7, 2004, the Corporation, at its option,
upon giving notice as provided below, may redeem the Series B Preferred Stock,
in whole or from time to time in part, for cash, at a redemption price of $25.00
per share, plus all accumulated and unpaid distributions on such Series B
Preferred Stock to the date fixed for redemption. If fewer than all of the
outstanding Series B Preferred Stock are to be redeemed, the shares to be
redeemed shall be selected pro rata (as nearly as practicable without creating
fractional shares).

        (b) Limitation of Redemption. The redemption price of the Series B
Preferred Stock (other than any portion thereof consisting of accumulated and
unpaid distributions) is payable solely from the sale proceeds of other equity
securities of the Corporation, and not from any other source. For purposes of
the preceding sentence, "equity securities" means any equity securities
(including Common Stock and Preferred Stock (as defined in the Charter)),
depositary shares in respect of any of the foregoing, interests, participations
or other ownership interests (however designated) and any rights (other than
debt securities convertible into or exchangeable for equity securities) or
options to purchase any of the foregoing.

        (c) Notwithstanding anything to the contrary contained herein, unless
full cumulative distributions on all Series B Preferred Stock shall have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for payment for all past distribution periods and the
then current distribution period, no Series B Preferred Stock shall be redeemed
unless all outstanding Series B Preferred Stock are simultaneously redeemed;
provided, however, that the foregoing shall not prevent the purchase by the
Corporation of Series



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B Preferred Stock pursuant to Section 7 of these Articles Supplementary or
otherwise in order to ensure that the Corporation remains qualified as a REIT
for Federal or state income tax purposes or the purchase or acquisition of
Series B Preferred Stock pursuant to a purchase or exchange offer made on the
same terms to holders of all outstanding Series B Preferred Stock. In addition,
unless full cumulative distributions on all outstanding Series B Preferred Stock
have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof irrevocably set apart in trust for payment
for all prior distribution periods, the Corporation shall not purchase or
otherwise acquire directly or indirectly any Series B Preferred Stock or any
equity securities of the Corporation ranking junior to or on a parity with the
Series B Preferred Stock as to distributions or upon voluntary or involuntary
liquidation, dissolution or winding up of the Corporation (except by conversion
into or exchange for equity securities of the Corporation ranking junior to the
Series B Preferred Stock as to distributions and upon voluntary or involuntary
liquidation, dissolution or winding up of the Corporation and except pursuant to
Section 7 of these Articles Supplementary or comparable Charter provisions with
respect to other classes or series of the Corporation's stock).

        (d) The holders of shares of Series B Preferred Stock at the close of
business on a Distribution Record Date will be entitled to receive the
distribution payable with respect to the shares of Series B Preferred Stock held
on the corresponding Distribution Payment Date notwithstanding the redemption
thereof between such Distribution Record Date and the corresponding Distribution
Payment Date or the Corporation's default in the payment of the distribution
due. Except as provided herein, the Corporation will make no payment or
allowance for unpaid distributions, whether or not in arrears, on Series B
Preferred Stock to be redeemed.

        (e) The following provisions set forth the procedures for Redemption:

               (i) Notice of 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 successive weeks commencing not less than 30 nor more
than 60 days prior to the redemption date. A similar notice will be mailed by
the Corporation, postage prepaid, not less than 30 nor more than 60 days prior
to the redemption date, addressed to the respective holders of record of the
Series B Preferred Stock to be redeemed at their respective addresses as they
appear on the share records of the Corporation. No failure to give such notice
or any defect therein or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any Series B Preferred Stock except as to the
holder to whom notice was defective or not given.

               (ii) In addition to any information required by law or by the
applicable rules of any exchange upon which the Series B Preferred Stock may be
listed or admitted to trading, such notice shall state: (A) the redemption date;
(B) the redemption price; (C) the number of shares of Series B Preferred Stock
to be redeemed; (D) the place or places where the certificates evidencing shares
of Series B Preferred Stock are to be surrendered for payment of the redemption
price; and (E) that distributions on the shares of Series B Preferred Stock to
be redeemed will cease to accumulate on such redemption date. If fewer than all
of the shares of Series B Preferred Stock held by any holder are to be redeemed,
the notice mailed to such holder



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shall also specify the number of shares of Series B Preferred Stock to be
redeemed from such holder.

               (iii) On or after the redemption date, each holder of Series B
Preferred Stock to be redeemed shall present and surrender the certificates
representing such holder's Series B Preferred Stock to the Corporation at the
place designated in the notice of redemption and shall be entitled to the
redemption price and any accrued or accumulated and unpaid distributions payable
upon such redemption upon such surrender and thereupon the redemption price of
such shares (including all accumulated and unpaid distributions up to the
redemption date) shall be paid to or on the order of the person whose name
appears on such certificate representing Series B Preferred Stock as the owner
thereof and each surrendered certificate shall be canceled. If fewer than all
the shares represented by any such certificate representing Series B Preferred
Stock are to be redeemed, a new certificate shall be issued representing the
unredeemed shares.

               (iv) If notice of redemption of any Series B Preferred Stock has
been given and if the funds necessary for such redemption have been irrevocably
set aside by the Corporation in trust for the benefit of the holders thereof,
then from and after the redemption date all distributions on such Series B
Preferred Stock shall cease to accumulate and any such Series B Preferred Stock
will no longer be deemed outstanding and all rights of the holders thereof will
terminate, except the right to receive the redemption price (including all
accrued or accumulated and unpaid distributions up to the redemption date) and
such shares shall not thereafter be transferred (except with the consent of the
Corporation) on the Corporation's stock transfer records. At its election, the
Corporation, prior to a redemption date, may irrevocably deposit the redemption
price (including accumulated and unpaid distributions to the redemption date) of
the Series B Preferred Stock so called for redemption in trust for the holders
thereof with a bank or trust company, in which case the redemption notice to
holders of the Series B Preferred Stock to be redeemed shall (A) state the date
of such deposit, (B) specify the office of such bank or trust company as the
place of payment of the redemption price and (C) require such holders to
surrender the certificates representing such shares at such place on or about
the date fixed in such redemption notice (which may not be later than the
redemption date) against payment of the redemption price (including all accrued
or accumulated and unpaid distributions to the redemption date). Any monies so
deposited which remain unclaimed by the holders of the Series B Preferred Stock
at the end of two years after the redemption date shall be returned by such bank
or trust company to the Corporation.

        (f) Any Series B Preferred Stock that shall at any time have been
redeemed shall, after such redemption, have the status of authorized but
unissued Preferred Stock, without further designation as to series or class
until such shares are once more designated as part of a particular series or
class by the Board.

        (6)  VOTING RIGHTS.

        (a) Holders of the Series B Preferred Stock will not have any voting
rights, except as set forth below.



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        (b) (i) Whenever distributions on any Series B Preferred Stock shall
remain unpaid for six or more quarterly periods (whether or not consecutive) (a
"Preferred Distribution Default"), the holders of such Series B Preferred Stock
(voting as a single class with all other equity securities of the Corporation
ranking on a parity with the Series B Preferred Stock as to distributions and
upon voluntary or involuntary liquidation, dissolution or winding up of the
Corporation upon which like voting rights have been conferred and are
exercisable ("Parity Preferred Stock")) will be entitled to vote for the
election of two additional directors of the Corporation (the "Preferred Stock
Directors"), who will be elected by a plurality of the votes cast in such
election for a one-year term and until their successors are duly elected and
shall qualify (or until such director's right to hold such office terminates as
provided herein, whichever occurs earlier, subject to such director's earlier
death, disqualification, resignation or removal), at a special meeting called by
the holders of at least 20% of the outstanding Series B Preferred Stock or the
holders of shares of any other class or series of Parity Preferred Stock with
respect to which distributions are so unpaid (unless such request is received
less than 90 days before the date fixed for the next annual or special meeting
of stockholders) or, if the request for a special meeting is received by the
Corporation less than 90 days before the date fixed for the next annual or
special meeting of stockholders, at the next annual or special meeting of
stockholders, and at each subsequent annual meeting until all distributions
accumulated on the Series B Preferred Stock for all past distribution periods
and the distribution for the then current distribution period shall have been
fully paid or declared and a sum sufficient for the payment thereof irrevocably
set aside in trust for payment in full.

        (ii) At any time when the voting rights described in Section 6(b)(i)
above shall have vested, a proper officer of the Corporation shall call or cause
to be called, a special meeting of the holders of Series B Preferred Stock and
all the series of Parity Preferred Stock upon which like voting rights have been
conferred and are exercisable (collectively, the "Parity Securities") by mailing
or causing to be mailed to such holders a notice of such special meeting to be
held not less than ten and not more than 45 days after the date such notice is
given. The record date for determining holders of the Parity Securities entitled
to notice of and to vote at such special meeting will be the close of business
on the third business day preceding the day on which such notice is mailed. At
any such special meeting, all of the holders of the Parity Securities, by
plurality vote, voting together as a single class without regard to series will
be entitled to elect two directors on the basis of one vote per $25.00 of
liquidation preference to which such Parity Securities are entitled by their
terms (excluding amounts in respect of accumulated and unpaid distributions) and
not cumulatively. The holder or holders of one-third of the Parity Securities
the outstanding, present in person or by proxy, will constitute a quorum for the
election of the Preferred Stock Directors except as otherwise provided by law.
Notice of all meetings at which holders of the Series B Preferred Stock shall be
entitled to vote will be given to such holders at their addresses as they appear
in the transfer records. At any such meeting or adjournment thereof in the
absence of a quorum, subject to the provisions of any applicable law, a majority
of the holders of the Parity Securities present in person or by proxy shall have
the power to adjourn the meeting for the election of the Preferred Stock
Directors, without notice other than an announcement at the meeting, until a
quorum is present. If a Preferred Distribution Default shall terminate after the
notice of a special meeting has been given but before such special meeting has
been held, the Corporation shall, as soon as practicable after such termination,
mail or cause to



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be mailed notice of such termination to holders of the Series B Preferred Stock
that would have been entitled to vote at such special meeting.

        (c) If and when all accumulated distributions and the distribution for
the then current distribution period on the Series B Preferred Stock shall have
been paid in full or declared by the Corporation and irrevocably set aside in
trust for payment in full, the holders of Series B Preferred Stock shall be
divested of the voting rights set forth in Section 6(b) of these Articles
Supplementary (subject to revesting in the event of each and every Preferred
Distribution Default) and, if all accumulated distributions have been paid in
full or declared by the Corporation and irrevocably set aside in trust for
payment in full on all other classes or series of Parity Preferred Stock upon
which like voting rights have been conferred and are exercisable, the term of
office of each Preferred Stock Director so elected shall forthwith terminate.
Any Preferred Stock Director elected by the holders of Series B Preferred Stock
and any other such Parity Preferred Stock may be removed at any time with or
without cause by the vote of, and shall not be removed otherwise than by the
vote of, the holders of a majority of the outstanding Series B Preferred Stock
when they only have the voting rights set forth in Section 6(b) of these
Articles Supplementary, and by the majority vote of the Series B Preferred Stock
and all other classes or series of Parity Preferred Stock upon which like voting
rights have been conferred and are exercisable (voting as a single class) when
the Series B Preferred Stock and such Parity Preferred Stock is entitled to vote
thereon. So long as a Preferred Distribution Default shall continue, any vacancy
in the office of a Preferred Stock Director so elected may be filled by written
consent of the Preferred Stock Director so elected remaining in office or, if
none remains in office, by a vote of the holders of a majority of the
outstanding Series B Preferred Stock when they only have the voting rights set
forth in Section 6(b) of these Articles Supplementary, and by the majority vote
of the outstanding Series B Preferred Stock and other classes or series of
Parity Preferred Stock upon which like voting rights have been conferred and are
exercisable (voting as a single class) when the Series B Preferred Stock and
such Parity Preferred Stock is entitled to vote thereon.

        (d) So long as any Series B Preferred Stock remains outstanding, the
Corporation shall not, without the affirmative vote of the holders of at least
two-thirds of the Series B Preferred Stock outstanding at the time (i) authorize
or create, or increase the authorized or issued amount of, any class or series
of shares ranking senior to the Series B Preferred Stock with respect to payment
of distributions or rights upon liquidation, dissolution or winding-up or
reclassify any authorized shares of the Corporation into any such shares, or
create, authorize or issue any obligations or security convertible into or
evidencing the right to purchase any such shares, (ii) designate or create, or
increase the authorized or issued amount of, any Parity Preferred Stock or
reclassify any authorized shares of the Corporation into any such shares, or
create, authorize or issue any obligations or security convertible into or
evidencing the right to purchase any such shares, but only to the extent such
Parity Preferred Stock is issued to an affiliate of the Corporation, or (iii)
either (A) consolidate, merge into or with, or convey, transfer or lease its
assets substantially as an entirety, to any corporation or other entity, or (B)
amend, alter or repeal the provisions of the Corporation's Charter (including
these Articles Supplementary) or Bylaws, whether by merger, consolidation or
otherwise, in each case that would materially and adversely affect the powers,
special rights, preferences, privileges or voting



                                       10
<PAGE>   11

power of the Series B Preferred Stock or the holders thereof; provided, however,
that with respect to the occurrence of any event set forth in (iii) above, so
long as (a) the Corporation is the surviving entity and the Series B Preferred
Stock remains outstanding with the terms thereof unchanged, or (b) the
resulting, surviving or transferee entity is a corporation, a business trust or
like entity organized under the laws of any state and substitutes for the Series
B Preferred Stock other preferred stock or preferred shares having substantially
the same terms and same rights as the Series B Preferred Stock, including with
respect to distributions, voting rights and rights upon liquidation, dissolution
or winding-up, then the occurrence of any such event shall not be deemed to
materially and adversely affect such rights, privileges or voting powers of the
holders of the Series B Preferred Stock and provided further that any increase
in the amount of authorized Preferred Stock or the creation or issuance of any
other class or series of Preferred Stock, or any increase in an amount of
authorized shares of each class or series, in each case ranking either (a)
junior to the Series B Preferred Stock with respect to payment of distributions
and the distribution of assets upon liquidation, dissolution or winding-up, or
(b) on a parity with the Series B Preferred Stock with respect to payment of
distributions and the distribution of assets upon liquidation, dissolution or
winding-up to the extent such Preferred Stock is not issued to an affiliate of
the Corporation, shall not be deemed to materially and adversely affect such
rights, preferences, privileges or voting powers.

        (e) The foregoing voting provisions shall not apply if, at or prior to
the time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding Series B Preferred Stock shall have
been redeemed or called for redemption upon proper notice and sufficient funds
shall have been irrevocably deposited in trust to effect such redemption.

        (7)  RESTRICTIONS ON OWNERSHIP AND TRANSFER TO PRESERVE TAX BENEFIT.

        (a) Definitions. For the purposes of Section 7 of Article Third of these
Articles Supplementary, the following terms shall have the following meanings:

                      "Beneficial Ownership" shall mean ownership of Series B
               Preferred Stock by a Person who is or would be treated as an
               owner of such Series B Preferred Stock either actually or
               constructively through the application of Section 544 of the
               Code, as modified by Section 856(h)(1)(B) of the Code. The terms
               "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned"
               shall have the correlative meanings.

                      "Charitable Beneficiary" shall mean one or more
               beneficiaries of a Trust, as determined pursuant to Section
               7(c)(vi) of these Articles Supplementary, each of which shall be
               an organization described in Sections 170(b)(1)(A), 170(c)(2) and
               501(c)(3) of the Code.

                      "Code" shall mean the Internal Revenue Code of 1986, as
               amended. All section references to the Code shall include any
               successor provisions thereof as may be adopted from time to time.



                                       11
<PAGE>   12

                      "Constructive Ownership" shall mean ownership of Series B
               Preferred Stock by a Person who is or would be treated as an
               owner of such Series B Preferred Stock either actually or
               constructively through the application of Section 318 of the
               Code, as modified by Section 856(d)(5) of the Code. The terms
               "Constructive Owner," "Constructively Owns" and "Constructively
               Owned" shall have the correlative meanings.

                      "IRS" means the United States Internal Revenue Service.

                      "Market Price" shall mean the last reported sales price
               reported on the New York Stock Exchange of the Series B Preferred
               Stock on the trading day immediately preceding the relevant date,
               or if the Series B Preferred Stock is not then traded on the New
               York Stock Exchange, the last reported sales price of the Series
               B Preferred Stock on the trading day immediately preceding the
               relevant date as reported on any exchange or quotation system
               over which the Series B Preferred Stock may be traded, or if the
               Series B Preferred Stock is not then traded over any exchange or
               quotation system, then the market price of the Series B Preferred
               Stock on the relevant date as determined in good faith by the
               Board of Directors of the Corporation.

                      "MGCL" shall mean the Maryland General Corporation Law, as
               amended from time to time, and any successor statute hereafter
               enacted.

                      "Operating Partnership" shall mean Arden Realty, L.P., a
               Maryland limited partnership.

                      "Ownership Limit" shall mean 9.8% (by value) of the
               outstanding shares of capital stock of the Corporation.

                      "Partnership Agreement" shall mean the Second Amended and
               Restated Agreement of Limited Partnership of Arden Realty, L.P.,
               dated as of September 7, 1999, as such agreement may be amended
               from time to time.

                      "Person" shall mean an individual, corporation,
               partnership, limited liability company, estate, trust (including
               a trust qualified 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;
               but does not include an underwriter acting in a capacity as such
               in a public offering of shares of Series B Preferred Stock
               provided that the ownership of such shares of Series B Preferred
               Stock by such underwriter would not result in the Corporation
               being "closely held" within the meaning of Section 856(h) of the
               Code, or otherwise result in the Corporation failing to qualify
               as a REIT.



                                       12
<PAGE>   13

                      "Purported Beneficial Transferee" shall mean, with respect
               to any purported Transfer (or other event) which results in a
               transfer to a Trust, as provided in Section 7(b)(ii) of these
               Articles Supplementary, the Purported Record Transferee, unless
               the Purported Record Transferee would have acquired or owned
               shares of Series B Preferred Stock for another Person who is the
               beneficial transferee or owner of such shares, in which case the
               Purported Beneficial Transferee shall be such Person.

                      "Purported Record Transferee" shall mean, with respect to
               any purported Transfer (or other event) which results in a
               transfer to a Trust, as provided in Section 7(b)(ii) of these
               Articles Supplementary, the record holder of the Series B
               Preferred Stock if such Transfer had been valid under Section
               7(b)(i) of these Articles Supplementary.

                      "REIT" shall mean a real estate investment trust under
               Sections 856 through 860 of the Code and, for purposes of
               taxation of the Corporation under applicable state law,
               comparable provisions of the law of such state.

                      "Restriction Termination Date" shall mean the first day
               after the date hereof on which the Board of Directors of the
               Corporation determines that it is no longer in the best interests
               of the Corporation to attempt to, or continue to, qualify as a
               REIT.

                       "Transfer" shall mean any sale, transfer, gift,
               assignment, devise or other disposition of Series B Preferred
               Stock, including (i) the granting of any option or entering into
               any agreement for the sale, transfer or other disposition of
               Series B Preferred Stock or (ii) the sale, transfer, assignment
               or other disposition of any securities (or rights convertible
               into or exchangeable for Series B Preferred Stock), whether
               voluntary or involuntary, whether such transfer has occurred of
               record or beneficially or Beneficially or Constructively
               (including but not limited to transfers of interests in other
               entities which result in changes in Beneficial or Constructive
               Ownership of Series B Preferred Stock), and whether such transfer
               has occurred by operation of law or otherwise.

                      "Trust" shall mean each of the trusts provided for in
               Section 7(c) of these Articles Supplementary.

                      "Trustee" shall mean any Person unaffiliated with the
               Corporation, or a Purported Beneficial Transferee, or a Purported
               Record Transferee, that is appointed by the Corporation to serve
               as trustee of a Trust.

        (b) Restriction on Ownership and Transfers.

               (i) Prior to the Restriction Termination Date:



                                       13
<PAGE>   14

                      (A) except as provided in Section 7(i) of these Articles
Supplementary, no Person shall Beneficially Own Series B Preferred Stock which,
taking into account any other capital stock of the Corporation Beneficially
Owned by such Person, would cause such ownership to exceed the Ownership Limit;

                      (B) except as provided in Section 7(i) of these Articles
Supplementary, no Person shall Constructively Own Series B Preferred Stock
which, taking into account any other capital stock of the Corporation
Constructively Owned by such Person, would cause such ownership to exceed the
Ownership Limit;

                      (C) no Person shall Beneficially or Constructively Own
Series B Preferred Stock which, taking into account any other capital stock of
the Corporation Beneficially or Constructively Owned by such Person, would
result in the Corporation being "closely held" within the meaning of Section
856(h) of the Code, or otherwise failing to qualify as a REIT (including but not
limited to Beneficial or Constructive Ownership that would result in the
Corporation owning (actually or Constructively) an interest in a tenant that is
described in Section 856(d)(2)(B) of the Code if the income derived by the
Corporation (either directly or indirectly through one or more partnerships or
limited liability companies) from such tenant would cause the Corporation to
fail to satisfy any of the gross income requirements of Section 856(c) of the
Code or comparable provisions of state law).

               (ii) If, prior to the Restriction Termination Date, any Transfer
or other event occurs that, if effective, would result in any Person
Beneficially or Constructively Owning Series B Preferred Stock in violation of
Section 7(b)(i) of these Articles Supplementary, (1) then that number of shares
of Series B Preferred Stock that otherwise would cause such Person to violate
Section 7(b)(i) of these Articles Supplementary (rounded up to the nearest whole
share) shall be automatically transferred to a Trust for the benefit of a
Charitable Beneficiary, as described in Section 7(c), effective as of the close
of business on the business day prior to the date of such Transfer or other
event, and such Purported Beneficial Transferee shall thereafter have no rights
in such shares or (2) if, for any reason, the transfer to the Trust described in
clause (1) of this sentence is not automatically effective as provided therein
to prevent any Person from Beneficially or Constructively Owning Series B
Preferred Stock in violation of Section 7(b)(i) of these Articles Supplementary,
then the Transfer of that number of shares of Series B Preferred Stock that
otherwise would cause any Person to violate Section 7(b)(i) shall be void ab
initio, and the Purported Beneficial Transferee shall have no rights in such
shares.

               (iii) Subject to Section 7(n) of these Articles Supplementary and
notwithstanding any other provisions contained herein, prior to the Restriction
Termination Date, any Transfer of Series B Preferred Stock that, if effective,
would result in the capital stock of the Corporation being beneficially owned by
less than 100 Persons (determined without reference to any rules of attribution)
shall be void ab initio, and the intended transferee shall acquire no rights in
such Series B Preferred Stock.

               It is expressly intended that the restrictions on ownership and
Transfer described in this Section 7(b) shall apply to the exchange rights
provided in Section 16 of the Partnership Agreement. Notwithstanding any of the
provisions of the Partnership Agreement to the contrary,



                                       14
<PAGE>   15

a partner of the Operating Partnership shall not be entitled to effect an
exchange of an interest in the Operating Partnership for Series B Preferred
Stock if the actual or beneficial or Beneficial or Constructive Ownership of
Series B Preferred Stock would be prohibited under the provisions of this
Section 7.

        (c) Transfers of Series B Preferred Stock in Trust.

               (i) Upon any purported Transfer or other event described in
Section 7(b)(ii) of these Articles Supplementary, such Series B Preferred Stock
shall be deemed to have been transferred to the Trustee in his capacity as
trustee of a Trust for the exclusive benefit of one or more Charitable
Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as
of the close of business on the business day prior to the purported Transfer or
other event that results in a transfer to the Trust pursuant to Section
7(b)(ii). The Trustee shall be appointed by the Corporation and shall be a
Person unaffiliated with the Corporation, any Purported Beneficial Transferee,
or any Purported Record Transferee. Each Charitable Beneficiary shall be
designated by the Corporation as provided in Section 7(c)(vi) of these Articles
Supplementary.

               (ii) Series B Preferred Stock held by the Trustee shall be issued
and outstanding Series B Preferred Stock of the Corporation. The Purported
Beneficial Transferee or Purported Record Transferee shall have no rights in the
shares of Series B Preferred Stock held by the Trustee. The Purported Beneficial
Transferee or Purported Record Transferee shall not benefit economically from
ownership of any shares held in trust by the Trustee, shall have no rights to
distributions and shall not possess any rights to vote or other rights
attributable to the shares of Series B Preferred Stock held in the Trust.

               (iii) The Trustee shall have all voting rights and rights to
distributions with respect to Series B Preferred Stock held in the Trust, which
rights shall be exercised for the exclusive benefit of the Charitable
Beneficiary. Any distribution paid prior to the discovery by the Corporation
that shares of Series B Preferred Stock have been transferred to the Trustee
shall be paid to the Trustee upon demand, and any distribution declared but
unpaid shall be paid when due to the Trustee with respect to such Series B
Preferred Stock. Any distributions so paid over to the Trustee shall be held in
trust for the Charitable Beneficiary.

               The Purported Record Transferee and Purported Beneficial
Transferee shall have no voting rights with respect to the Series B Preferred
Stock held in the Trust and, subject to Maryland law, effective as of the date
the Series B Preferred Stock has been transferred to the Trustee, the Trustee
shall have the authority (at the Trustee's sole discretion) (i) to rescind as
void any vote cast by a Purported Record Transferee with respect to such Series
B Preferred Stock prior to the discovery by the Corporation that the Series B
Preferred Stock has been transferred to the Trustee and (ii) to recast such vote
in accordance with the desires of the Trustee acting for the benefit of the
Charitable Beneficiary; provided, however, that if the Corporation has already
taken irreversible corporate action, then the Trustee shall not have the
authority to rescind and recast such vote. Notwithstanding any other provision
of these Articles Supplementary to the contrary, until the Corporation has
received notification that the Series B Preferred Stock has been transferred
into a Trust, the Corporation shall be entitled to rely on its share transfer
and other stockholder records for purposes of preparing lists of stockholders



                                       15
<PAGE>   16

entitled to vote at meetings, determining the validity and authority of proxies
and otherwise conducting votes of stockholders.

               (iv) Within 20 days of receiving notice from the Corporation that
shares of Series B Preferred Stock have been transferred to the Trust, the
Trustee of the Trust shall sell the shares of Series B Preferred Stock held in
the Trust to a Person, designated by the Trustee, whose ownership of the shares
of Series B Preferred Stock will not violate the ownership limitations set forth
in Section 7(b)(i). Upon such sale, the interest of the Charitable Beneficiary
in the shares of Series B Preferred Stock sold shall terminate and the Trustee
shall distribute the net proceeds of the sale to the Purported Record Transferee
and to the Charitable Beneficiary as provided in this Section 7(c)(iv). The
Purported Record Transferee shall receive the lesser of (1) the price paid by
the Purported Record Transferee for the shares of Series B Preferred Stock in
the transaction that resulted in such transfer to the Trust (or, if the event
which resulted in the transfer to the Trust did not involve a purchase of such
shares of Series B Preferred Stock at Market Price, the Market Price of such
shares of Series B Preferred Stock on the day of the event which resulted in the
transfer of such shares of Series B Preferred Stock to the Trust) and (2) the
price per share received by the Trustee (net of any commissions and other
expenses of sale) from the sale or other disposition of the shares of Series B
Preferred Stock held in the Trust. Any net sales proceeds in excess of the
amount payable to the Purported Record Transferee shall be immediately paid to
the Charitable Beneficiary together with any distributions or other
distributions thereon. If, prior to the discovery by the Corporation that shares
of such Series B Preferred Stock have been transferred to the Trustee, such
shares of Series B Preferred Stock are sold by a Purported Record Transferee
then (i) such shares of Series B Preferred Stock shall be deemed to have been
sold on behalf of the Trust and (ii) to the extent that the Purported Record
Transferee received an amount for such shares of Series B Preferred Stock that
exceeds the amount that such Purported Record Transferee was entitled to receive
pursuant to this Section 7(c)(iv), such excess shall be paid to the Trustee upon
demand.

               (v) Series B Preferred Stock transferred to the Trustee shall be
deemed to have been offered for sale to the Corporation, or its designee, at a
price per share equal to the lesser of (i) the price paid by the Purported
Record Transferee for the shares of Series B Preferred Stock in the transaction
that resulted in such transfer to the Trust (or, if the event which resulted in
the transfer to the Trust did not involve a purchase of such shares of Series B
Preferred Stock at Market Price, the Market Price of such shares of Series B
Preferred Stock on the day of the event which resulted in the transfer of such
shares of Series B Preferred Stock to the Trust) and (ii) the Market Price on
the date the Corporation, or its designee, accepts such offer. The Corporation
shall have the right to accept such offer until the Trustee has sold the shares
of Series B Preferred Stock held in the Trust pursuant to Section 7(c)(iv). Upon
such a sale to the Corporation, the interest of the Charitable Beneficiary in
the shares of Series B Preferred Stock sold shall terminate and the Trustee
shall distribute the net proceeds of the sale to the Purported Record Transferee
and any distributions or other distributions held by the Trustee with respect to
such Series B Preferred Stock shall thereupon be paid to the Charitable
Beneficiary.

               (vi) By written notice to the Trustee, the Corporation shall
designate one or more nonprofit organizations to be the Charitable Beneficiary
of the interest in the Trust such



                                       16
<PAGE>   17

that the Series B Preferred Stock held in the Trust would not violate the
restrictions set forth in Section 7(b)(i) in the hands of such Charitable
Beneficiary.

        (d) Remedies For Breach. If the Board of Directors or a committee
thereof or other designees if permitted by the MGCL shall at any time determine
in good faith that a Transfer or other event has taken place in violation of
Section 7(b) of these Articles Supplementary or that a Person intends to
acquire, has attempted to acquire or may acquire beneficial ownership
(determined without reference to any rules of attribution), Beneficial Ownership
or Constructive Ownership of any shares of Series B Preferred Stock of the
Corporation in violation of Section 7(b) of these Articles Supplementary, the
Board of Directors or a committee thereof or other designees if permitted by the
MGCL shall take such action as it deems advisable to refuse to give effect or to
prevent such Transfer, including, but not limited to, causing the Corporation to
redeem shares of Series B Preferred Stock, refusing to give effect to such
Transfer on the books of the Corporation or instituting proceedings to enjoin
such Transfer; provided, however, that any Transfers (or, in the case of events
other than a Transfer, ownership or Constructive Ownership or Beneficial
Ownership) in violation of Section 7(b)(i) of these Articles Supplementary,
shall automatically result in the transfer to a Trust as described in Section
7(b)(ii) and any Transfer in violation of Section 7(b)(iii) shall automatically
be void ab initio irrespective of any action (or non-action) by the Board of
Directors.

        (e) Notice of Restricted Transfer. Any Person who acquires or attempts
to acquire shares of Series B Preferred Stock in violation of Section 7(b) of
these Articles Supplementary, or any Person who is a Purported Beneficial
Transferee such that an automatic transfer to a Trust results under Section
7(b)(ii) of these Articles Supplementary, shall immediately give written notice
to the Corporation of such event and shall provide to the Corporation such other
information as the Corporation may request in order to determine the effect, if
any, of such Transfer or attempted Transfer on the Corporation's status as a
REIT.

        (f) Owners Required To Provide Information. Prior to the Restriction
Termination Date each Person who is a beneficial owner or Beneficial Owner or
Constructive Owner of Series B Preferred Stock and each Person (including the
shareholder of record) who is holding Series B Preferred Stock for a beneficial
owner or Beneficial Owner or Constructive Owner shall provide to the Corporation
such information that the Corporation may request, in good faith, in order to
determine the Corporation's status as a REIT.

        (g) Remedies Not Limited. Nothing contained in these Articles
Supplementary (but subject to Section 7(n) of these Articles Supplementary)
shall limit the authority of the Board of Directors to take such other action as
it deems necessary or advisable to protect the Corporation and the interests of
its shareholders by preservation of the Corporation's status as a REIT.

        (h) Ambiguity. In the case of an ambiguity in the application of any of
the provisions of this Section 7 of these Articles Supplementary, including any
definition contained in Section 7(a), the Board of Directors shall have the
power to determine the application of the provisions of this Section 7 with
respect to any situation based on the facts known to it (subject, however, to
the provisions of Section 7(n) of these Articles Supplementary). In the event
Section 7 requires an action by the Board of Directors and these Articles
Supplementary fail to provide specific



                                       17
<PAGE>   18

guidance with respect to such action, the Board of Directors shall have the
power to determine the action to be taken so long as such action is not contrary
to the provisions of Section 7. Absent a decision to the contrary by the Board
of Directors (which the Board may make in its sole and absolute discretion), if
a Person would have (but for the remedies set forth in Section 7(b)) acquired
Beneficial or Constructive Ownership of Series B Preferred Stock in violation of
Section 7(b)(i), such remedies (as applicable) shall apply first to the shares
of Series B Preferred Stock which, but for such remedies, would have been
actually owned by such Person, and second to shares of Series B Preferred Stock
which, but for such remedies, would have been Beneficially Owned or
Constructively Owned (but not actually owned) by such Person, pro rata among the
Persons who actually own such shares of Series B Preferred Stock based upon the
relative number of the shares of Series B Preferred Stock held by each such
Person.

        (i) Exceptions.

               (i) Subject to Section 7(b)(i)(C), the Board of Directors, in its
sole discretion, may exempt a Person from the limitation on a Person
Beneficially Owning shares of Series B Preferred Stock in violation of Section
7(b)(i)(A) if the Board of Directors obtains any representations and
undertakings from such Person as are reasonably necessary in the opinion of the
Board of Directors to ascertain that no individual's Beneficial Ownership of
such shares of Series B Preferred Stock will violate Section 7(b)(i)(A) or that
any such violation will not cause the Corporation to fail to qualify as a REIT
under the Code, and that any violation of any representations or undertakings
(or other action which is contrary to the restrictions contained in Section 7(b)
of these Articles Supplementary) or attempted violation will result in such
Series B Preferred Stock being transferred to a Trust in accordance with Section
7(b)(ii) of these Articles Supplementary.

               (ii) Subject to Section 7(b)(i)(C), the Board of Directors, in
its sole discretion, may exempt a Person from the limitation on a Person
Constructively Owning Series B Preferred Stock in violation of Section
7(b)(i)(B), if the Corporation obtains such representations and undertakings
from such Person as are reasonably necessary in the opinion of the Board of
Directors to ascertain that such Person does not and will not own, actually or
Constructively, an interest in a tenant of the Corporation (or a tenant of any
entity owned in whole or in part by the Corporation) that would cause the
Corporation to own, actually or Constructively, more than a 9.8% interest (as
set forth in Section 856(d)(2)(B) of the Code) in such tenant and that any
violation or attempted violation will result in such Series B Preferred Stock
being transferred to a Trust in accordance with Section 7(b)(ii) of these
Articles Supplementary. Notwithstanding the foregoing, the inability of a Person
to make the certification described in this Section 7(i)(ii) shall not prevent
the Board of Directors, in its sole discretion, from exempting such Person from
the limitation on a Person Constructively Owning Series B Preferred Stock in
violation of Section 7(b)(i)(B) if the Board of Directors determines that the
resulting application of Section 856(d)(2)(B) of the Code would affect the
characterization of less than 0.5% of the gross income (as such term is used in
Section 856(c)(2) of the Code) of the Corporation in any taxable year, after
taking into account the effect of this sentence with respect to all other
capital stock of the Corporation to which this sentence applies.



                                       18
<PAGE>   19

               (iii) Prior to granting any exception pursuant to Section 7(i)(i)
or (ii) of these Articles Supplementary, the Board of Directors may require a
ruling from the Internal Revenue Service, or an opinion of counsel, in either
case in form and substance satisfactory to the Board of Directors in its sole
discretion, as it may deem necessary or advisable in order to determine or
ensure the Corporation's status as a REIT.

        (j) Legends. Each certificate for Series B Preferred Stock shall bear
substantially the following legends in addition to any legends required to
comply with federal and state securities laws:

                                CLASSES OF STOCK

        "THE CORPORATION IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE
        CLASS, CONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED
        STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE
        PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF PREFERRED
        STOCK BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK.
        THE CORPORATION WILL FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING
        A WRITTEN REQUEST THEREFOR, A COPY OF THE CORPORATION'S CHARTER AND A
        WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES,
        CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS
        TO DISTRIBUTIONS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND
        CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE
        CORPORATION HAS THE AUTHORITY TO ISSUE AND, IF THE CORPORATION 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
        DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES.
        REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF
        THE CORPORATION AT ITS PRINCIPAL OFFICE."

                      RESTRICTION ON OWNERSHIP AND TRANSFER

        "THE SHARES OF SERIES B PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE
        ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND
        TRANSFER FOR THE PURPOSE, AMONG OTHERS, OF THE CORPORATION'S MAINTENANCE
        OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL
        REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUBJECT TO CERTAIN
        FURTHER RESTRICTIONS AND EXCEPT AS



                                       19
<PAGE>   20

        EXPRESSLY PROVIDED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES B
        PREFERRED STOCK, (i) NO PERSON MAY BENEFICIALLY OWN SHARES OF THE
        CORPORATION'S SERIES B PREFERRED STOCK WHICH, TAKING INTO ACCOUNT ANY
        OTHER CAPITAL STOCK OF THE CORPORATION BENEFICIALLY OWNED BY SUCH
        PERSON, WOULD CAUSE SUCH OWNERSHIP TO EXCEED THE OWNERSHIP LIMIT OF
        9.8%; (ii) NO PERSON MAY CONSTRUCTIVELY OWN SHARES OF THE CORPORATION'S
        SERIES B PREFERRED STOCK WHICH, TAKING INTO ACCOUNT ANY OTHER CAPITAL
        STOCK OF THE CORPORATION CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD
        CAUSE SUCH OWNERSHIP TO EXCEED THE OWNERSHIP LIMIT OF 9.8%; (iii) NO
        PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE
        CORPORATION'S SERIES B PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY
        OTHER CAPITAL STOCK OF THE CORPORATION BENEFICIALLY OR CONSTRUCTIVELY
        OWNED BY SUCH PERSON, WOULD RESULT IN THE CORPORATION BEING "CLOSELY
        HELD" UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE
        CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (iv) NO PERSON MAY
        TRANSFER SHARES OF SERIES B PREFERRED STOCK IF SUCH TRANSFER WOULD
        RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN
        100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR
        ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES B PREFERRED STOCK
        WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY
        OWN SERIES B PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST
        IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON
        TRANSFER OR OWNERSHIP ARE VIOLATED, THE SERIES B PREFERRED STOCK
        REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A
        TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN
        ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND
        CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF
        THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER
        EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON
        THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF
        THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN
        THIS LEGEND WHICH ARE DEFINED IN THE ARTICLES SUPPLEMENTARY FOR THE
        SERIES B PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN
        SUCH ARTICLES SUPPLEMENTARY, 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



                                       20
<PAGE>   21

        OF SERIES B PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR
        SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS
        PRINCIPAL OFFICE."

        (k) Exchange of Series B Preferred Units. The Corporation is hereby
expressly vested with authority (subject to the restrictions on ownership,
transfer and redemption of Series B Preferred Stock set forth in this Section 7)
to issue, and so long as Arden Realty, Inc, a Maryland corporation, remains the
general partner of the Operating Partnership, the Corporation shall issue to the
extent provided in the Partnership Agreement, Series B Preferred Stock in
exchange for Series B Preferred Units (as defined in the Partnership Agreement).

        (l) Reservation of Shares. Pursuant to the obligations of the
Corporation under the Partnership Agreement to issue Series B Preferred Stock in
exchange for Series B Preferred Units, the Board of Directors is hereby required
to reserve and authorize for issuance a number of authorized but unissued shares
of Series B Preferred Stock not less than the number of Series B Preferred Units
issued to permit the Corporation to issue Series B Preferred Stock in exchange
for Series B Preferred Units that may be exchanged for or converted into Series
B Preferred Stock as provided in the Partnership Agreement.

        (m) Severability. If any provision of this Section 7 or any application
of any such provision is determined to be invalid by any Federal or state court
having jurisdiction over the issues, the validity of the remaining provisions
shall not be affected and other applications of such provision shall be affected
only to the extent necessary to comply with the determination of such court.

        (n) New York Stock Exchange. Nothing in this Section 7 shall preclude
the settlement of any transaction entered into through the facilities of the New
York Stock Exchange. The shares of Series B Preferred Stock that are the subject
of such transaction shall continue to be subject to the provisions of this
Section 7 after such settlement.

        (o) Applicability of Section 7. The provisions set forth in this Section
7 shall apply to the Series B Preferred Stock notwithstanding any contrary
provisions of the Series B Preferred Stock provided for elsewhere in these
Articles Supplementary.

        (8) CONVERSION. The Series B Preferred Stock is not convertible into or
exchangeable for any other property or securities of the Corporation.

        (9) NO SINKING FUND. No sinking fund shall be established for the
retirement or redemption of Series B Preferred Stock.

        (10) NO PREEMPTIVE RIGHTS. No holder of the Series B Preferred Stock of
the Corporation shall, as such holder, have any preemptive rights to purchase or
subscribe for additional shares of stock of the Corporation or any other
security of the Corporation which it may issue or sell.



                                       21
<PAGE>   22

        FOURTH: The Series B Preferred Stock has been classified and designated
by the Board under the authority contained in the Charter.

        FIFTH: These Articles Supplementary have been approved by the Board in
the manner and by the vote required by law.

        SIXTH: These Articles Supplementary shall be effective at the time the
State Department of Assessments and Taxation of Maryland accepts these Articles
Supplementary for record

        SEVENTH: The undersigned Executive Vice-President of the Corporation
acknowledges these Articles Supplementary to be the act of the Corporation and,
as to all matters or facts required to be verified under oath, the undersigned
ExecutiveVice-President acknowledges that to the best of his knowledge,
information and belief, these matters and facts are true in all material
respects and that this statement is made under the penalties for perjury.

                            (Signature Page Follows)




                                       22
<PAGE>   23



IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to
be executed under seal in its name and on its behalf by its President and
attested to by its Secretary on this     day of September, 1999.

                                        ARDEN REALTY, INC.,
                                        a Maryland corporation


                                        By: /s/  DIANA M. LAING
                                            ------------------------------------
                                            Diana M. Laing
                                            Executive Vice-President



        [SEAL]



        ATTEST:


        /s/  DAVID SWARTZ
        ----------------------------------
        David Swartz
        Secretary



                                      S-1