0001193125-07-004450 Sample Contracts

PS BUSINESS PARKS, INC. AMERICAN STOCK TRANSFER & TRUST COMPANY, AS DEPOSITARY AND THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN RELATING TO SERIES P PREFERRED STOCK DEPOSIT AGREEMENT Dated as of January 9, 2007
Deposit Agreement • January 10th, 2007 • Ps Business Parks Inc/Ca • Real estate investment trusts • New York

DEPOSIT AGREEMENT, dated as of January 9, 2007, among PS BUSINESS PARKS, INC., a California corporation (the “Company”), American Stock Transfer & Trust Company (the “Depositary”), and the holders from time to time of the Receipts described herein.

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PS Business Parks, Inc. 5,000,000 Depositary Shares Each Representing 1/1,000 of a Share of Liquidation Preference Equivalent to $25.00 Per Depositary Share Underwriting Agreement
Ps Business Parks Inc/Ca • January 10th, 2007 • Real estate investment trusts • New York

PS Business Parks, Inc., a real estate investment trust (“REIT”) and a California corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 5,000,000 shares (the “Firm Shares”) of its Depositary Shares (the “Depositary Shares”) each representing 1/1,000th of a share of 6.70% Cumulative Preferred Stock, Series P, stated value $25,000 per share (the “Preferred Stock”). The Company also proposes to sell to the Underwriters up to an additional 750,000 shares (the “Additional Shares”) of Depositary Shares. The Firm Shares and the Additional Shares are collectively referred to as the “Shares”.

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