THIRTY-SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CORPORATE OFFICE PROPERTIES, L.P.

THIRTY-SECOND AMENDMENT

TO

SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

CORPORATE OFFICE PROPERTIES, L.P.

This Thirty-Second Amendment (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of April 15, 2015, by the undersigned.

Recitals

A. The Partnership is a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act and governed by that certain Second Amended and Restated Limited Partnership Agreement dated as of December 7, 1999, as amended to the date hereof (as amended, the “Partnership Agreement”). Capitalized terms used but not defined herein shall have the meanings accorded to such terms in the Partnership Agreement.

B. The sole general partner of the Partnership is Corporate Office Properties Trust, a real estate investment trust formed under the laws of the State of Maryland (the “General Partner”).

C. Pursuant to Section 11.1 (A), the General Partner, which currently holds in excess of 90% of the Partnership Units and Preferred Units, desires to amend the Partnership Agreement and, in accordance with Section 11.1 (A), has obtained the requisite Consent from each Partner from whom such Consent is required.

D. Pursuant to Section 11.1 (B) (iii), the General Partner desires to amend the Partnership Agreement to reflect the admission, substitution, termination and/or withdrawal of various limited partners in accordance with the terms of the Partnership Agreement.

NOW THEREFORE, the General Partner, intending to be legally bound, hereby amends the Partnership Agreement as follows, effective as of the date first set forth above.

1. The penultimate sentence of Section 10.3(A) is deleted and in its place the following is inserted: “Except to the extent the General Partner, in its sole discretion, permits a Limited Partner to enter into a deficit restoration obligation agreement with the Partnership, if any Partner has a deficit balance in its Capital Account (after giving effect to all contributions (without regard to this Section 10.3(A)), distributions and allocations), such Partner shall have no obligation to make any contribution to the capital of the Partnership.”

2. Exhibit 1, Schedule of Partners, as attached hereto and by this reference made a part hereof, is hereby substituted for and intended to replace any prior Exhibit 1 attached to a prior Amendment to the Partnership Agreement, and as attached hereto shall be a full and complete listing of all the general and limited partners of the Partnership as of the date of this Amendment, same being intended and hereby superceding all prior Exhibit 1 listings.

3. The execution, delivery and effectiveness of this Amendment shall not operate (a) as an amendment or modification of any provision, right or obligation of any Partner under the Partnership Agreement except as specifically set forth in this Amendment or (b) as a waiver or consent to any subsequent action or transaction.

4. This Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

5. This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same agreement.

[SIGNATURE PAGE FOLLOWS THIS PAGE]

In Witness Whereof, the undersigned have executed this Amendment as of the day and year first above written.

GENERAL PARTNER:

CORPORATE OFFICE PROPERTIES TRUST, a

Maryland real estate investment trust

By: /s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Executive Vice President

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

AFFECTED LIMITED PARTNERS:

XXXXXXX EQUITIES L.P., a Hawaii limited partnership

By: Xxxxxxx Equities Corp., a Hawaii corporation, its

general partner

By: /s/ Xxxxxxxx X. Xxxx

Xxxxxxxx X. Xxxx

Secretary

/s/ Xxx X. Xxxxxxx    

XXX X. XXXXXXX

/s/ Xxxxxx X. Xxxxxx    

XXXXXX X. XXXXXX

LBCW LIMITED PARTNERSHIP, a Pennsylvania limited partnership

By: LBCW, Inc., a Delaware corporation, its

general partner

By: /s/ Xxxx X. Xxxxxx, III

Name: Xxxx X. Xxxxxx, III

Title: President

/s/ Xxxx Xxxxxx    

XXXX XXXXXX

Exhibit 1

Schedule of Partners

Exhibit 1 Addendum--32nd Amendment
Schedule of Partners
General Partner	Common Units of Partnership Units--32nd Amendment			Series I Preferred Units			Series K Preferred Units			Series L Preferred Units
Corporate Office Properties Trust	94,536,269						531,667			6,900,000
Limited Partners and Preferred Limited Partners
Xxx X. Xxxxxxx	431,893
Xxxxxxx Equities, L.P.	1,353,963
Xxxx X. Xxxxxx, III	55,291
LBCW Limited Partnership	551,107
Xxxxxx X. Xxxxxx	308,500
Xxxxx X. Xxxxx	51,589
Xxxxxx Xxxx	4,389
Xxxxxxxx X. Xxxx	13,733
M.O.R. 44 Gateway Associates Limited Partnership	1
Estate of Xxxx Xxxxxxxx	49,434
M.O.R. Commons Limited Partnership	7
Xxxx Xxxxxx	121,411
Housing Affiliates, Inc.	4,402
Reingle Corp.	730
Xxxxxx Xxxxx	2,160
The Xxxxxxx Trust	59,528
The Century Trust	59,528
A. Xxxxxxx Xxxxxx, Trustee of the A. Xxxxxxx Xxxxxx and Xxxxx X. Xxxxxx Trust u/d/t June 18, 1980--Survivor's Trust	5,908
Xxxxx Xxxxxxx	1,880
The Xxxxx Family Exemption Trust	2,160
Xxxxxxxx X. Xxxx	2,526
Xxxxx X. Xxxxxxx	262,165
RA & DM, Inc.	2,954
Xxxxxxx Xxxxx	43,817
Xxxxxx Xxxxxxx	23,336
Xxxxxxx Xxxxxxxx	14,019
Xxxxxxx Xxxxxxx	8,988
Xxxxxx Xxxxxxx	8,988
Xxxxxxx Xxxxxxx	3,899
Xxxxxxxx Xxxxxxx	880
Xxxxxx Xxxxxx	5,427
Xxxx Xxxxx	880
Xxxxx XxXxxxx	2,513
Xxxxx Deutsch	22
Xxxxx Xxxxx	22
Xxxx Property Limited Partnership	221,501
TRC Associates Limited Partnership				352,000
TOTAL	98,215,820			352,000			531,667			6,900,000