ARBOR REALTY TRUST, INC.
 
                            ARTICLES OF INCORPORATION
 
                                    ARTICLE I
 
                                  INCORPORATOR
 
                  The undersigned, James J. Hanks, Jr., whose address is c/o
Venable, Baetjer and Howard, LLP, 1800 Mercantile Bank & Trust Bldg., 2 Hopkins
Plaza, Baltimore, Maryland 21201, being at least 18 years of age, does hereby
form a corporation under the general laws of the State of Maryland.
 
                                   ARTICLE II
 
                                      NAME
 
                  The name of the corporation (the "Corporation") is:
 
                            Arbor Realty Trust, Inc.
 
                                   ARTICLE III
 
                                     PURPOSE
 
                  The purposes for which the Corporation is formed are to engage
in any lawful act or activity (including, without limitation or obligation,
engaging in business as a real estate investment trust under the Internal
Revenue Code of 1986, as amended, or any successor statute (the "Code")) for
which corporations may be organized under the general laws of the State of
Maryland as now or hereafter in force. For purposes of these Articles, "REIT"
means a real estate investment trust under Sections 856 through 860 of the Code.
 
                                   ARTICLE IV
 
                  PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT
 
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                  The address of the principal office of the Corporation in the
State of Maryland is c/o The Corporation Trust Incorporated, 300 East Lombard
Street, Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in the State of Maryland is The Corporation Trust Incorporated, 300
East Lombard Street, Baltimore, Maryland 21202. The resident agent is a Maryland
corporation.
 
                                    ARTICLE V
 
                        PROVISIONS FOR DEFINING, LIMITING
                      AND REGULATING CERTAIN POWERS OF THE
                CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS
 
                  Section 5.1 Number and Classification of Directors. The
business and affairs of the Corporation shall be managed under the direction of
the Board of Directors. The number of directors of the Corporation initially
shall be five, which number may be increased or decreased pursuant to the
Bylaws, but shall never be less than the minimum number required by the Maryland
General Corporation Law. The names of the directors who shall serve, and the
class in which they shall serve, until their successors are duly elected and
qualify are:
 
                               Jonathan A. Bernstein - Class I
 
                               Joseph Martello - Class I
 
                               C. Michael Kojaian - Class II
 
                               Ivan Kaufman - Class II
 
                               William Helmreich - Class III
 
These directors may increase the number of directors and may fill any vacancy,
whether resulting from an increase in the number of directors or otherwise, on
the Board of Directors occurring before the first annual meeting of stockholders
in the manner provided in the Bylaws.
 
                  The Board shall always include (except during a period not to
exceed sixty days following the death, resignation, removal or incapacity of an
Independent Director) at least a majority of directors ("Independent Directors")
who are not (i) directors, officers, employees or the equivalent of Arbor
Commercial Mortgage, LLC, a New York limited liability company, or
 
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its affiliates (excluding from the definition of affiliates for this purpose, if
applicable, the Corporation and its subsidiaries) or their subsidiaries or
divisions (collectively "ACM"), or (ii) an officer or employee of the
Corporation or its subsidiaries or (iii) a relative of a principal executive
officer of ACM or the Corporation or its subsidiaries; provided, however, that,
notwithstanding the requirement that at least a majority of the directors be
Independent Directors, no action otherwise validly taken by the Board during a
period in which less than a majority of its members are Independent Directors
shall be invalidated or otherwise affected by such circumstance. Notwithstanding
anything to the contrary contained in this Section 5.1, only Independent
Directors, even if only one, shall have the power to consider and vote upon any
matter as to which the Board determines that ACM or any director or officer of
the Corporation, other than an Independent Director, has a conflict of interest.
 
                  The directors (other than any director elected solely by
holders of one or more classes or series of Preferred Stock) shall be
classified, with respect to the terms for which they severally hold office, into
three classes, with Class I directors to hold office initially for a term
expiring at the annual meeting of stockholders in 2004, Class II directors to
hold office initially for a term expiring at the annual meeting of stockholders
in 2005 and Class III directors to hold office initially for a term expiring at
the annual meeting of stockholders in 2006, with the members of each class to
hold office until their successors are duly elected and qualify. At each annual
meeting of the stockholders, commencing with the 2004 annual meeting, the
successors to the class of directors whose term expires at such meeting shall be
elected to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election and until their
successors are duly elected and qualify.
 
                  Section 5.2 Authorization by Board of Stock Issuance. The
Board of Directors may authorize the issuance from time to time of shares of
stock of the Corporation of any class or series, whether now or hereafter
authorized, or securities or rights convertible into shares of its stock of any
class or series, whether now or hereafter authorized, for such consideration as
the Board of Directors may deem advisable (or without consideration in the case
of a stock split or
 
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stock dividend), subject to such restrictions or limitations, if any, as may be
set forth in the charter or the Bylaws.
 
                  Section 5.3 Preemptive and Appraisal Rights. No holder of any
stock or any other security of the Corporation, whether now or hereafter
authorized, shall be entitled to exercise the rights of an objecting stockholder
under Title 3, Subtitle 2 of the MGCL. Except as may be provided by the Board of
Directors in setting the terms of classified or reclassified shares of stock
pursuant to Section 6.4 or as may otherwise be provided by contract, no holder
of shares of stock of the Corporation shall, as such holder, have any preemptive
right to purchase or subscribe for any additional shares of stock of the
Corporation or any other security of the Corporation which it may issue or sell.
 
                  Section 5.4 Indemnification. The Corporation shall have the
power, to the maximum extent permitted by Maryland law in effect from time to
time, to obligate itself to indemnify, and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to, (a) any individual
who is a present or former director or officer of the Corporation or (b) any
individual who, while a director of the Corporation and at the request of the
Corporation, serves or has served as a director, officer, partner or trustee of
another corporation, real estate investment trust, partnership, joint venture,
trust, employee benefit plan or any other enterprise from and against any claim
or liability to which such person may become subject or which such person may
incur by reason of his status as a present or former director or officer of the
Corporation. The Corporation shall have the power, with the approval of the
Board of Directors, to provide such indemnification and advancement of expenses
to a person who served a predecessor of the Corporation in any of the capacities
described in (a) or (b) above and to any employee or agent of the Corporation or
a predecessor of the Corporation.
 
                  Section 5.5 Determinations by Board. The determination as to
any of the following matters, made in good faith by or pursuant to the direction
of the Board of Directors consistent with the charter and in the absence of
actual receipt of an improper benefit in money, property or services or active
and deliberate dishonesty established by a court, shall be final and
 
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conclusive and shall be binding upon the Corporation and every holder of shares
of its stock: the amount of the net income of the Corporation for any period and
the amount of assets at any time legally available for the payment of dividends,
redemption of its stock or the payment of other distributions on its stock; the
amount of paid-in surplus, net assets, other surplus, annual or other net
profit, net assets in excess of capital, undivided profits or excess of profits
over losses on sales of assets; the amount, purpose, time of creation, increase
or decrease, alteration or cancellation of any reserves or charges and the
propriety thereof (whether or not any obligation or liability for which such
reserves or charges shall have been created shall have been paid or discharged);
the fair value, or any sale, bid or asked price to be applied in determining the
fair value, of any asset owned or held by the Corporation; any matter relating
to the acquisition, holding and disposition of any assets by the Corporation; or
any other matter relating to the business and affairs of the Corporation.
 
                  Section 5.6 REIT Qualification. If the Corporation elects to
qualify for federal income tax treatment as a REIT, the Board of Directors shall
use its reasonable best efforts to take such actions as are necessary or
appropriate to preserve the status of the Corporation as a REIT; however, if the
Board of Directors determines that it is no longer in the best interests of the
Corporation to continue to be qualified as a REIT, the Board of Directors may
revoke or otherwise terminate the Corporation's REIT election pursuant to
Section 856(g) of the Code. The Board of Directors also may determine that
compliance with any restriction or limitation on stock ownership and transfers
set forth in Article VII is no longer required for REIT qualification.
 
                  Section 5.7 Removal of Directors. Subject to the rights of
holders of one or more classes or series of Preferred Stock to elect or remove
one or more directors, any director, or the entire Board of Directors, may be
removed from office at any time, but only for cause and then only by the
affirmative vote of at least two-thirds of the votes entitled to be cast
generally in the election of directors. For the purpose of this paragraph,
"cause" shall mean, with respect to any particular director, conviction of a
felony or a final judgment of a court of competent jurisdiction holding that
such director caused demonstrable, material harm to the Corporation through bad
 
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faith or active and deliberate dishonesty.
 
                  Section 5.8 Advisor Agreements. Subject to such approval of
stockholders and other conditions, if any, as may be required by any applicable
statute, rule or regulation, the Board of Directors may authorize the execution
and performance by the Corporation of one or more agreements with any person,
corporation, association, company, trust, partnership (limited or general) or
other organization whereby, subject to the direction and control of the Board of
Directors, any such other person, corporation, association, company, trust,
partnership (limited or general) or other organization shall render or make
available to the Corporation managerial, investment, advisory and/or related
services, office space and other services and facilities (including, if deemed
advisable by the Board of Directors, the management or supervision of the
investments of the Corporation) upon such terms and conditions as may be
provided in such agreement or agreements (including, if deemed fair and
equitable by the Board of Directors, the compensation payable thereunder by the
Corporation).
 
                  Section 5.9 Extraordinary Actions. Except as specifically
provided in Section 5.7 (relating to removal of directors) and Article VIII,
notwithstanding any provision of law permitting or requiring any action to be
taken or approved by the affirmative vote of the holders of shares entitled to
cast a greater number of votes, any such action shall be effective and valid if
taken or approved by the affirmative vote of holders of shares of stock of the
Corporation entitled to cast a majority of all the votes entitled to be cast on
the matter.
 
                                   ARTICLE VI
 
                                      STOCK
 
                  Section 6.1 Authorized Shares. The Corporation has authority
to issue 600,000,000 shares of stock, consisting of 500,000,000 shares of Common
Stock, $.01 par value per share ("Common Stock"), and 100,000,000 shares of
Preferred Stock, $.01 par value per share ("Preferred Stock"). The aggregate par
value of all authorized shares of stock having par value is $6,000,000. If
shares of one class of stock are classified or reclassified into shares of
another class of stock pursuant to this Article VI, the number of authorized
shares of the former
 
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class shall be automatically decreased and the number of shares of the latter
class shall be automatically increased, in each case by the number of shares so
classified or reclassified, so that the aggregate number of shares of stock of
all classes that the Corporation has authority to issue shall not be more than
the total number of shares of stock set forth in the first sentence of this
paragraph. The Board of Directors, without any action by the stockholders of the
Corporation, may amend the charter from time to time to increase or decrease the
aggregate number of shares of stock or the number of shares of stock of any
class or series that the Corporation has authority to issue.
 
                  Section 6.2 Common Stock. Subject to the provisions of Article
VII, each share of Common Stock shall entitle the holder thereof to one vote.
The Board of Directors may reclassify any unissued shares of Common Stock from
time to time in one or more classes or series of stock.
 
                  Section 6.3 Preferred Stock. The Board of Directors may
classify any unissued shares of Preferred Stock and reclassify any previously
classified but unissued shares of Preferred Stock of any series from time to
time in one or more classes or series of stock.
 
                  Section 6.4 Classified or Reclassified Shares. Prior to
issuance of classified or reclassified shares of any class or series, the Board
of Directors by resolution shall: (a) designate that class or series to
distinguish it from all other classes and series of stock of the Corporation;
(b) specify the number of shares to be included in the class or series; (c) set
or change, subject to the provisions of Article VII and subject to the express
terms of any class or series of stock of the Corporation outstanding at the
time, the preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications and terms and
conditions of redemption for each class or series; and (d) cause the Corporation
to file articles supplementary with the State Department of Assessments and
Taxation of Maryland ("SDAT"). Any of the terms of any class or series of stock
set or changed pursuant to clause (c) of this Section 6.4 may be made dependent
upon facts or events ascertainable outside the charter (including determinations
by the Board of Directors or other facts or events within the control of
 
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the Corporation) and may vary among holders thereof, provided that the manner in
which such facts, events or variations shall operate upon the terms of such
class or series of stock is clearly and expressly set forth in the articles
supplementary filed with the SDAT.
 
                  Section 6.5 Charter and Bylaws. All persons who shall acquire
stock in the Corporation shall acquire the same subject to the provisions of the
charter and the Bylaws.
 
                                   ARTICLE VII
 
                 RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES
 
                  Section 7.1 Definitions. For the purpose of this Article VII,
the following terms shall have the following meanings:
 
                  Aggregate Stock Ownership Limit. The term "Aggregate Stock
Ownership Limit" shall mean not more than 9.6 percent in value of the aggregate
of the outstanding shares of Capital Stock. The value of the outstanding shares
of Capital Stock shall be determined by the Board of Directors of the
Corporation in good faith, which determination shall be conclusive for all
purposes hereof.
 
                  Beneficial Ownership. The term "Beneficial Ownership" shall
mean ownership of Capital Stock by a Person, whether the interest in the shares
of Capital Stock is held directly or indirectly (including by a nominee), and
shall include interests that would be treated as owned 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.
 
                  Business Day. The term "Business Day" shall mean any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions in New York City are authorized or required by law,
regulation or executive order to close.
 
                  Capital Stock. The term "Capital Stock" shall mean all classes
or series of stock of the Corporation, including, without limitation, Common
Stock and Preferred Stock.
 
                  Charitable Beneficiary. The term "Charitable Beneficiary"
shall mean one or more beneficiaries of the Trust as determined pursuant to
Section 7.3.6, provided that each such
 
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organization must be described in Section 501(c)(3) of the Code and
contributions to each such organization must be eligible for deduction under
each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.
 
                  Charter. The term "Charter" shall mean the charter of the
Corporation, as that term is defined in the MGCL.
 
                  Code. The term "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time.
 
                  Common Stock Ownership Limit. The term "Common Stock Ownership
Limit" shall mean not more than 9.6 percent (in value or in number of shares,
whichever is more restrictive) of the aggregate of the outstanding shares of
Common Stock of the Corporation. The number and value of outstanding shares of
Common Stock of the Corporation shall be determined by the Board of Directors of
the Corporation in good faith, which determination shall be conclusive for all
purposes hereof.
 
                  Constructive Ownership. The term "Constructive Ownership"
shall mean ownership of Capital Stock by a Person, whether the interest in the
shares of Capital Stock is held directly or indirectly (including by a nominee),
and shall include interests that would be treated as owned through the
application of Section 318(a) 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.
 
                  Excepted Holder. The term "Excepted Holder" shall mean a
stockholder of the Corporation for whom an Excepted Holder Limit is created by
these Articles or by the Board of Directors pursuant to Section 7.2.7.
 
                  Excepted Holder Limit. The term "Excepted Holder Limit" shall
mean, provided that the affected Excepted Holder agrees to comply with the
requirements established by the Board of Directors pursuant to Section 7.2.7,
and subject to adjustment pursuant to Section 7.2.8, the limit established by
the Board of Directors pursuant to Section 7.2.7, which limit may be expressed,
in the discretion of the Board of Directors, as one or more percentages and/or
numbers
 
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of shares of stock of the Corporation, and may apply with respect to one or more
classes of stock, or to all classes of stock in the aggregate.
 
                  Initial Date. The term "Initial Date" shall mean the initial
date upon which shares of Capital Stock of the Corporation are initially issued
pursuant to that certain Purchase/Placement Agreement, to be dated on or about
June 26, 2003, between the Corporation and JMP Securities, LLC.
 
                  Market Price. The term "Market Price" on any date shall mean,
with respect to any class or series of outstanding shares of Capital Stock, the
Closing Price for such Capital Stock on such date. The "Closing Price" on any
date shall mean the last sale price for such Capital Stock, regular way, or, in
case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, for such Capital Stock, in either case as reported in
the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on the NYSE or, if such Capital Stock
is not listed or admitted to trading on the NYSE, as reported in The PORTAL
Market or, if such Capital Stock is not listed or admitted to trading on the
NYSE or The PORTAL Market, on the principal consolidated transaction reporting
system with respect to securities listed on the principal national securities
exchange on which such Capital Stock is listed or admitted to trading or, if
such Capital Stock is not listed or admitted to trading on any national
securities exchange, the last quoted price, or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported by
the The Nasdaq Stock Market, Inc. or, if such system is no longer in use, the
principal other automated quotation system that may then be in use or, if such
Capital Stock is not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in such Capital Stock selected by the Board of Directors of the Corporation or,
in the event that no trading price is available for such Capital Stock, the fair
market value of the Capital Stock, as determined in good faith by the Board of
Directors of the Corporation.
 
                  MGCL. The term "MGCL" shall mean the Maryland General
Corporation Law,
 
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as amended from time to time.
 
                  NYSE. The term "NYSE" shall mean the New York Stock Exchange.
 
                  Person. The term "Person" shall mean an individual,
corporation, partnership, estate, trust (including a trust qualified under
Sections 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 and also includes a
group as that term is used for purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, and a group to which an Excepted Holder Limit
applies.
 
                  Prohibited Owner. The term "Prohibited Owner" shall mean, with
respect to any purported Transfer, any Person who, but for the provisions of
Section 7.2.1, would Beneficially Own or Constructively Own shares of Capital
Stock, and if appropriate in the context, shall also mean any Person who would
have been the record owner of the shares that the Prohibited Owner would have so
owned.
 
                  REIT. The term "REIT" shall mean a real estate investment
trust within the meaning of Section 856 of the Code.
 
                  Restriction Termination Date. The term "Restriction
Termination Date" shall mean the first day after the Initial Date on which the
Corporation determines pursuant to Section 5.6 of the Charter that it is no
longer in the best interests of the Corporation to attempt to, or continue to,
qualify as a REIT or that compliance with the restrictions and limitations on
Beneficial Ownership, Constructive Ownership and Transfers of shares of Capital
Stock set forth herein is no longer required in order for the Corporation to
qualify as a REIT.
 
                  The PORTAL Market. The term "The PORTAL Market" shall mean The
PORTAL Market(R), a subsidiary of The Nasdaq Stock Market, Inc.
 
                  Transfer. The term "Transfer" shall mean any issuance, sale,
transfer, gift, assignment, devise or other disposition, as well as any other
event that causes any Person to acquire or change its level of Beneficial
Ownership or Constructive Ownership, or any agreement
 
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to take any such action or cause any such event, of Capital Stock or the right
to vote or receive dividends on Capital Stock, including (a) the granting or
exercise of any option (or any disposition of any option), (b) any disposition
of any securities or rights convertible into or exchangeable for Capital Stock
or any interest in Capital Stock or any exercise of any such conversion or
exchange right and (c) Transfers of interests in other entities that result in
changes in Beneficial or Constructive Ownership of Capital Stock; in each case,
whether voluntary or involuntary, whether owned of record, Constructively Owned
or Beneficially Owned and whether by operation of law or otherwise. The terms
"Transferring" and "Transferred" shall have the correlative meanings.
 
                  Trust. The term "Trust" shall mean any trust provided for in
Section 7.3.1.
 
                  Trustee. The term "Trustee" shall mean the Person unaffiliated
with the Corporation and a Prohibited Owner that is appointed by the Corporation
to serve as trustee of the Trust.
 
                  Section 7.2  Capital Stock.
 
                           Section 7.2.1  Ownership Limitations.
 
                                    (a)      Basic Restrictions.
 
                                             (i) During the period commencing on
the Initial Date and prior to the Restriction Termination Date (1) No Person,
other than an Excepted Holder, shall Beneficially Own or Constructively Own
shares of Capital Stock in excess of the Aggregate Stock Ownership Limit, (2) no
Person, other than an Excepted Holder, shall Beneficially Own or Constructively
Own shares of Common Stock in excess of the Common Stock Ownership Limit and (3)
no Excepted Holder shall Beneficially Own or Constructively Own shares of
Capital Stock in excess of the Excepted Holder Limit for such Excepted Holder.
 
                                             (ii) During the period commencing
on the Initial Date and prior to the Restriction Termination Date, no Person
shall Beneficially or Constructively Own shares of Capital Stock to the extent
that such Beneficial or Constructive Ownership of Capital Stock would result in
the Corporation being "closely held" within the meaning of Section 856(h)
 
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of the Code (without regard to whether the ownership interest is held during the
last half of a taxable year), 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 from such tenant would cause the Corporation to fail
to satisfy any of the gross income requirements of Section 856(c) of the Code).
 
                                             (iii) No Person shall, after
January 29, 2004, Transfer any Beneficial Ownership or Constructive Ownership of
shares of Capital Stock if, as a result of the Transfer, the Capital Stock would
be beneficially owned by less than 100 Persons (determined under the principles
of Section 856(a)(5) of the Code).
 
                                    (b)      Transfer in Trust. If any Transfer
of shares of Capital Stock (whether or not such Transfer is the result of a
transaction entered into through the facilities of the NYSE or any other
national securities exchange or automated inter-dealer quotation system) occurs
which, if effective, would result in any Person Beneficially Owning or
Constructively Owning shares of Capital Stock in violation of Section 7.2.1(a),
 
                                             (i) then that number of shares of
the Capital Stock the Beneficial or Constructive Ownership of which otherwise
would cause such Person to violate Section 7.2.1(a) (rounded to the nearest
whole share) shall be automatically transferred to a Trust for the benefit of a
Charitable Beneficiary, as described in Section 7.3, effective as of the close
of business on the Business Day prior to the date of such Transfer, and such
Person shall acquire no rights in such shares; or
 
                                             (ii) if the transfer to the Trust
described in clause (i) of this sentence would not be effective for any reason
to prevent the violation of Section 7.2.1(a), then the Transfer of that number
of shares of Capital Stock that otherwise would cause any Person to violate
Section 7.2.1(a) shall be void ab initio, and the intended transferee shall
acquire no rights in such shares of Capital Stock.
 
                                             (iii) In determining which shares
of Capital Stock are to be
 
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transferred to a Trust in accordance with this Section 7.2.1(b) and Section 7.3
hereof, shares shall be so transferred to a Trust in such manner as minimizes
the aggregate value of the shares that are transferred to the Trust (except to
the extent that the Board of Directors determines that the shares transferred to
the Trust shall be those directly or indirectly held or Beneficially Owned or
Constructively Owned by a Person or Persons that caused or contributed to the
application of this Section 7.2.1(b)), and to the extent not inconsistent
therewith, on a pro rata basis.
 
                                             (iv) To the extent that, upon a
transfer of shares of Capital Stock pursuant to this Section 7.2.1(b), a
violation of any provision of Section 7.2.1(a) would nonetheless be continuing,
(for example where the ownership of shares of Capital Stock by a single Trust
would result in the Capital Stock being beneficially owned (determined under the
principles of Section 856(a)(5) of the Code) by less than 100 persons), then
shares of Capital Stock shall be transferred to that number of Trusts, each
having a distinct Trustee and a Charitable Beneficiary or Beneficiaries that are
distinct from those of each other Trust, such that there is no violation of any
provision of Section 7.2.1(a).
 
                           Section 7.2.2 Remedies for Breach. If the Board of
Directors of the Corporation or any duly authorized committee thereof shall at
any time determine in good faith that a Transfer or other event has taken place
that results in a violation of Section 7.2.1 or that a Person intends to acquire
or has attempted to acquire Beneficial or Constructive Ownership of any shares
of Capital Stock in violation of Section 7.2.1 (whether or not such violation is
intended), the Board of Directors or a committee thereof shall take such action
as it deems advisable to refuse to give effect to or to prevent such Transfer or
other event, including, without limitation, causing the Corporation to redeem
shares, refusing to give effect to such Transfer on the books of the Corporation
or instituting proceedings to enjoin such Transfer or other event; provided,
however, that any Transfer or attempted Transfer or other event in violation of
Section 7.2.1 shall automatically result in the transfer to the Trust described
above, and, where applicable, such Transfer (or other event) shall be void ab
initio as provided above irrespective of any action (or non-action) by the Board
of Directors or a committee thereof.
 
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                           Section 7.2.3 Notice of Restricted Transfer. Any
Person who acquires or attempts or intends to acquire Beneficial Ownership or
Constructive Ownership of shares of Capital Stock that will or may violate
Section 7.2.1(a) or any Person who would have owned shares of Capital Stock that
resulted in a transfer to the Trust pursuant to the provisions of Section
7.2.1(b) shall immediately give written notice to the Corporation of such event,
or in the case of such a proposed or attempted transaction, give at least 15
days prior written notice, 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 on the Corporation's status as a REIT.
 
                           Section 7.2.4 Owners Required To Provide Information.
From the Initial Date and prior to the Restriction Termination Date:
 
                                    (a)      every owner of more than five
percent (or such lower percentage as required by the Code or the Treasury
Regulations promulgated thereunder) of the outstanding shares of Capital Stock,
within 30 days after the end of each taxable year, shall give written notice to
the Corporation stating the name and address of such owner, the number of shares
of Capital Stock and other shares of the Capital Stock Beneficially Owned and a
description of the manner in which such shares are held. Each such owner shall
provide to the Corporation such additional information as the Corporation may
request in order to determine the effect, if any, of such Beneficial Ownership
on the Corporation's status as a REIT and to ensure compliance with the
Aggregate Stock Ownership Limit and the Common Stock Ownership Limit; and
 
                                    (b)      each Person who is a Beneficial or
Constructive Owner of Capital Stock and each Person (including the stockholder
of record) who is holding Capital Stock for a Beneficial or Constructive Owner
shall provide to the Corporation such information as the Corporation may
request, in good faith, in order to determine the Corporation's status as a REIT
and to comply with requirements of any taxing authority or governmental
authority or to determine such compliance.
 
                           Section 7.2.5 Remedies Not Limited. Subject to
Section 5.6 of the
 
                                       15
<PAGE>
 
Charter, nothing contained in this Section 7.2 shall limit the authority of the
Board of Directors of the Corporation to take such other action as it deems
necessary or advisable to protect the Corporation and the interests of its
stockholders in preserving the Corporation's status as a REIT.
 
                           Section 7.2.6 Ambiguity. In the case of an ambiguity
in the application of any of the provisions of this Section 7.2, Section 7.3, or
any definition contained in Section 7.1, the Board of Directors of the
Corporation shall have the power to determine the application of the provisions
of this Section 7.2 or Section 7.3 or any such definition with respect to any
situation based on the facts known to it. In the event Section 7.2 or 7.3
requires an action by the Board of Directors and the Charter fails to provide
specific 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 Sections 7.1, 7.2 or 7.3.
 
                           Section 7.2.7  Exceptions.
 
                                    (a)      Subject to Section 7.2.1(a)(ii),
the Board of Directors of the Corporation, in its sole discretion, may exempt a
Person from the Aggregate Stock Ownership Limit and the Common Stock Ownership
Limit, as the case may be, and may establish or increase an Excepted Holder
Limit for such Person if:
 
                                             (i) the Board of Directors obtains
such representations and undertakings from such Person as are reasonably
necessary to ascertain that no individual's Beneficial or Constructive Ownership
of such shares of Capital Stock will violate Section 7.2.1(a)(ii);
 
                                             (ii) such Person does not and
represents that it will not own, actually or Constructively, an interest in a
tenant of the Corporation (or a tenant of any entity owned or controlled by the
Corporation) that would cause the Corporation to own, actually or
Constructively, more than a 9.9% interest (as set forth in Section 856(d)(2)(B)
of the Code) in such tenant and the Board of Directors obtains such
representations and undertakings from such Person as are reasonably necessary to
ascertain this fact (for this purpose, a tenant from whom the Corporation (or an
entity owned or controlled by the Corporation) derives (and is expected to
 
                                       16
<PAGE>
 
continue to derive) a sufficiently small amount of revenue such that, in the
opinion of the Board of Directors of the Corporation, rent from such tenant
would not adversely affect the Corporation's ability to qualify as a REIT, shall
not be treated as a tenant of the Corporation); and
 
                                             (iii) such Person agrees that any
violation or attempted violation of any such representation or undertaking (or
other action which is contrary to the restrictions contained in Sections 7.2.1
through 7.2.6) will result in such shares of Capital Stock being automatically
transferred to a Trust in accordance with Sections 7.2.1(b) and 7.3.
 
                                    (b)      Prior to granting any exception
pursuant to Section 7.2.7(a), the Board of Directors of the Corporation 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. Notwithstanding the receipt of any
ruling or opinion, the Board of Directors may impose such conditions or
restrictions as it deems appropriate in connection with granting such exception.
 
                                    (c)      Subject to Section 7.2.1(a)(ii), an
underwriter which participates in a public offering or a private placement of
Capital Stock (or securities convertible into or exchangeable for Capital Stock)
may Beneficially Own or Constructively Own shares of Capital Stock (or
securities convertible into or exchangeable for Capital Stock) in excess of the
Aggregate Stock Ownership Limit, the Common Stock Ownership Limit, or both such
limits, but only to the extent necessary to facilitate such public offering or
private placement.
 
                                    (d)      The Board of Directors may only
reduce the Excepted Holder Limit for an Excepted Holder: (1) with the written
consent of such Excepted Holder at any time, or (2) pursuant to the terms and
conditions of any agreement or undertaking entered into with such Excepted
Holder in connection with the establishment of the Excepted Holder Limit for
that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage
or amount that is less than the Common Stock Ownership Limit.
 
                           Section 7.2.8 Increase in Aggregate Stock Ownership
and Common Stock
 
                                       17
<PAGE>
 
Ownership Limits. The Board of Directors may from time to time increase the
Common Stock Ownership Limit and the Aggregate Stock Ownership Limit.
 
                           Section 7.2.9 Legend. Each certificate for shares of
Capital Stock shall bear substantially the following legend:
 
                  The shares represented by this certificate are subject to
                  restrictions on Beneficial and Constructive Ownership and
                  Transfer for the purpose 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
                  expressly provided in the Corporation's Charter, (i) no Person
                  may Beneficially or Constructively Own shares of the
                  Corporation's Common Stock in excess of 9.6 percent (in value
                  or number of shares) of the outstanding shares of Common Stock
                  of the Corporation unless such Person is an Excepted Holder
                  (in which case the Excepted Holder Limit shall be applicable);
                  (ii) no Person may Beneficially or Constructively Own shares
                  of Capital Stock of the Corporation in excess of 9.6 percent
                  of the value of the total outstanding shares of Capital Stock
                  of the Corporation, unless such Person is an Excepted Holder
                  (in which case the Excepted Holder Limit shall be applicable);
                  (iii) no Person may Beneficially or Constructively Own Capital
                  Stock that 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 Capital 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 shares of Capital Stock which causes or
                  will cause a Person to Beneficially or Constructively Own
                  shares of Capital Stock in excess or in violation of the above
                  limitations must immediately notify the Corporation. If any of
                  the restrictions on transfer or ownership are violated, the
                  shares of Capital Stock represented hereby will be
                  automatically transferred to a Trustee of a Trust for the
                  benefit of one or more Charitable Beneficiaries or, 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 charter of the Corporation, 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
                  Capital Stock of the Corporation on request and without
                  charge.
 
                                       18
<PAGE>
 
                           Instead of the foregoing legend, the certificate may
state that the Corporation will furnish a full statement about certain
restrictions on transferability to a stockholder on request and without charge.
 
                  Section 7.3 Transfer of Capital Stock in Trust.
 
                           Section 7.3.1 Ownership in Trust. Upon any purported
Transfer or other event described in Section 7.2.1(b) that would result in a
transfer of shares of Capital Stock to a Trust, such shares of Capital Stock
shall be deemed to have been transferred to the Trustee 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
the transfer to the Trust pursuant to Section 7.2.1(b). The Trustee shall be
appointed by the Corporation and shall be a Person unaffiliated with the
Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be
designated by the Corporation as provided in Section 7.3.6.
 
                           Section 7.3.2 Status of Shares Held by the Trustee.
Shares of Capital Stock held by the Trustee shall be issued and outstanding
shares of Capital Stock of the Corporation. The Prohibited Owner shall have no
rights in the shares held by the Trustee. The Prohibited Owner shall not benefit
economically from ownership of any shares held in trust by the Trustee, shall
have no rights to dividends or other distributions and shall not possess any
rights to vote or other rights attributable to the shares held in the Trust.
 
                           Section 7.3.3 Dividend and Voting Rights. The Trustee
shall have all voting rights and rights to dividends or other distributions with
respect to shares of Capital Stock held in the Trust, which rights shall be
exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend
or other distribution paid prior to the discovery by the Corporation that the
shares of Capital Stock have been transferred to the Trustee shall be paid by
the recipient of such dividend or distribution to the Trustee upon demand and
any dividend or other distribution authorized but unpaid shall be paid when due
to the Trustee. Any dividend or
 
 
                                       19
<PAGE>
 
distribution so paid to the Trustee shall be held in trust for the Charitable
Beneficiary. The Prohibited Owner shall have no voting rights with respect to
shares held in the Trust and, subject to Maryland law, effective as of the date
that the shares of Capital Stock have 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 Prohibited Owner prior to the discovery by
the Corporation that the shares of Capital Stock have 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 the provisions of this Article VII, until the Corporation has
received notification that shares of Capital Stock have 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 entitled to
vote at meetings, determining the validity and authority of proxies and
otherwise conducting votes of stockholders.
 
                           Section 7.3.4 Sale of Shares by Trustee. Within 20
days of receiving notice from the Corporation that shares of Capital Stock have
been transferred to the Trust, the Trustee of the Trust shall sell the shares
held in the Trust to a person, designated by the Trustee, whose ownership of the
shares will not violate the ownership limitations set forth in Section 7.2.1(a).
Upon such sale, the interest of the Charitable Beneficiary in the shares sold
shall terminate and the Trustee shall distribute the net proceeds of the sale to
the Prohibited Owner and to the Charitable Beneficiary as provided in this
Section 7.3.4. The Prohibited Owner shall receive the lesser of (1) the price
paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not
give value for the shares in connection with the event causing the shares to be
held in the Trust (e.g., in the case of a gift, devise or other such
transaction), the Market Price of the shares on the day of the event causing the
shares to be held in the Trust and (2) the price per share received by the
Trustee from the sale or other disposition of the shares held in the Trust. Any
net sales proceeds in excess of the amount payable to the Prohibited Owner shall
be
 
                                       20
<PAGE>
 
immediately paid to the Charitable Beneficiary. If, prior to the discovery by
the Corporation that shares of Capital Stock have been transferred to the
Trustee, such shares are sold by a Prohibited Owner, then (i) such shares shall
be deemed to have been sold on behalf of the Trust and (ii) to the extent that
the Prohibited Owner received an amount for such shares that exceeds the amount
that such Prohibited Owner was entitled to receive pursuant to this Section
7.3.4, such excess shall be paid to the Trustee upon demand.
 
                           Section 7.3.5 Purchase Right in Stock Transferred to
the Trustee. Shares of Capital 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 per share in the transaction that
resulted in such transfer to the Trust (or, in the case of a devise or gift, the
Market Price at the time of such devise or gift) 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
held in the Trust pursuant to Section 7.3.4. Upon such a sale to the
Corporation, the interest of the Charitable Beneficiary in the shares sold shall
terminate and the Trustee shall distribute the net proceeds of the sale to the
Prohibited Owner.
 
                           Section 7.3.6 Designation of Charitable
Beneficiaries. 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 that (i) the shares of Capital Stock held in the
Trust would not violate the restrictions set forth in Section 7.2.1(a) in the
hands of such Charitable Beneficiary and (ii) each such organization must be
described in Section 501(c)(3) of the Code and contributions to each such
organization must be eligible for deduction under each of Sections 170(b)(1)(A),
2055 and 2522 of the Code.
 
                  Section 7.4 Exchange Transactions. Nothing in this Article VII
shall preclude the settlement of any transaction entered into through the
facilities of the NYSE, The PORTAL Market or any other national securities
exchange or automated inter-dealer quotation system. The fact that the
settlement of any transaction occurs shall not negate the effect of any other
provision of this Article VII and any transferee in such a transaction shall be
subject to all of the
 
                                       21
<PAGE>
 
provisions and limitations set forth in this Article VII.
 
                  Section 7.5 Enforcement. The Corporation is authorized
specifically to seek equitable relief, including injunctive relief, to enforce
the provisions of this Article VII.
 
                  Section 7.6 Non-Waiver. No delay or failure on the part of the
Corporation or the Board of Directors in exercising any right hereunder shall
operate as a waiver of any right of the Corporation or the Board of Directors,
as the case may be, except to the extent specifically waived in writing.
 
                                  ARTICLE VIII
 
                                   AMENDMENTS
 
                  The Corporation reserves the right from time to time to make
any amendment to its charter, now or hereafter authorized by law, including any
amendment altering the terms or contract rights, as expressly set forth in the
charter, of any shares of outstanding stock. All rights and powers conferred by
the charter on stockholders, directors and officers are granted subject to this
reservation. Except as otherwise provided in the charter, any amendment to the
charter shall be valid only if approved by the affirmative vote of a majority of
all the votes entitled to be cast on the matter. However, any amendment to
Section 5.1, Section 5.7 or to this sentence of the charter shall be valid only
if approved by the affirmative vote of two-thirds of all the votes entitled to
be cast on the matter.
 
                                   ARTICLE IX
 
                             LIMITATION OF LIABILITY
 
                  To the maximum extent that Maryland law in effect from time to
time permits limitation of the liability of directors and officers of a
corporation, no director or officer of the Corporation shall be liable to the
Corporation or its stockholders for money damages. Neither the amendment nor
repeal of this Article IX, nor the adoption or amendment of any other provision
of the charter or Bylaws inconsistent with this Article IX, shall apply to or
affect in any respect the applicability of the preceding sentence with respect
to any act or failure to act which occurred prior to such amendment, repeal or
adoption.
 
                                       22
<PAGE>
 
                  IN WITNESS WHEREOF, I have signed these Articles of
Incorporation and acknowledge the same to be my act on this 24th day of June,
2003.
 
                                                     /s/ James J. Hanks, Jr.
                                                     ---------------------------
                                                     James J. Hanks, Jr.
 

 

ARBOR REALTY TRUST, INC.

ARTICLES OF AMENDMENT

     Arbor Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

     FIRST: The charter of the Corporation is hereby amended by deleting the definition of “Aggregate Stock Ownership Limit” in Section 7.1 of Article Seventh in its entirety and inserting the following in lieu thereof:

Aggregate Stock Ownership Limit. The term “Aggregate Stock Ownership Limit” shall mean not more than 8.3 percent in value of the aggregate of the outstanding shares of Capital Stock. The value of the outstanding shares of Capital Stock shall be determined by the Board of Directors of the Corporation in good faith, which determination shall be conclusive for all purposes hereof.

     SECOND: The charter of the Corporation is hereby further amended by deleting the definition of “Common Stock Ownership Limit” in Section 7.1 of Article Seventh in its entirety and inserting the following in lieu thereof:

Common Stock Ownership Limit. The term “Common Stock Ownership Limit” shall mean not more than 8.3 percent (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock of the Corporation. The number and value of outstanding shares of Common Stock of the Corporation shall be determined by the Board of Directors of the Corporation in good faith, which determination shall be conclusive for all purposes hereof.

     THIRD: The amendments to the charter of the Corporation as set forth above have been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.

     FOURTH: There has been no change in the authorized stock of the Corporation effected by the amendments to the charter of the Corporation as set forth above.

     FIFTH: These Articles of Amendment shall become effective at 12:01 a.m. on January 1, 2006.

     SIXTH: The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters of facts required to be verified under oath, the undersigned officer 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 of perjury.

     IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed under seal in its name and on its behalf by the undersigned officer, and attested to by its Secretary, on this day     of December, 2005.

 

 

                            ARBOR REALTY TRUST, INC.
 
                             ARTICLES SUPPLEMENTARY
 
                  Arbor Realty Trust, Inc., a Maryland corporation (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
 
                  FIRST: Under a power contained in Section 6.3 of Article VI of
the charter of the Corporation (the "Charter"), the Board of Directors of the
Corporation (the "Board of Directors"), by unanimous written consent dated June
30, 2003, reclassified and designated 5,000,000 shares of Preferred Stock (as
defined in the Charter) as 5,000,000 shares (the "Shares") of Special Voting
Preferred Stock, $.01 par value per share, with the voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms
and conditions of redemption as set forth as follows, which upon any restatement
of the Charter shall be made part of Article VI of the Charter, with any
necessary or appropriate changes to the enumeration or lettering of sections or
subsections hereof.
 
1.       Designation and Amount.
 
         The shares of such class shall be designated as "Special Voting
Preferred Stock" and the number of shares constituting such class shall be
5,000,000. Such number of shares may be increased or decreased by resolution of
the Board of Directors and filing of articles supplementary in accordance with
the Maryland General Corporation Law stating that such increase or decrease has
been so authorized; provided, however, that no decrease shall reduce the number
of shares of Special Voting Preferred Stock to a number less than the number of
shares of Special Voting Preferred Stock then outstanding.
 
2.       Definitions.
 
                  For purposes of the Special Voting Preferred Stock, the
following terms shall have the meanings indicated:
 
                  "ACM" shall mean Arbor Commercial Mortgage, LLC, a New York
limited liability company, and any successor thereof.
 
                  "Adjustment Factor" shall have the meaning assigned to such
term in the Partnership Agreement and initially shall be one.
 
                  "Affiliate" shall mean a Person that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, the Person specified.
 
<PAGE>
 
                  "Board of Directors" shall mean the Board of Directors of the
Corporation or any committee authorized by such Board of Directors to perform
any of its responsibilities with respect to the Special Voting Preferred Stock.
 
                  "Common Stock" shall mean the Common Stock, $.01 par value per
share, of the Corporation.
 
                  "Operating Partnership" shall mean Arbor Realty Limited
Partnership, a Delaware limited partnership, and any successor thereof.
 
                  "Pairing Agreement" shall mean the Pairing Agreement, dated as
of the date hereof, by and among the Corporation, Arbor Realty LPOP, Inc, Arbor
Realty GPOP, Inc., ACM and the Operating Partnership, as may be amended from
time to time.
 
                  "Partnership Agreement" shall mean the Agreement of Limited
Partnership of the Operating Partnership, as the same may be amended from time
to time.
 
                  "Partnership Common Units" shall have the meaning set forth in
the Partnership Agreement.
 
                  "Person" shall mean an individual or a corporation,
partnership, trust, unincorporated organization, association, limited liability
company or other entity.
 
                  "Preferred Stock" shall mean the Preferred Stock, $.01 par
value per share, of the Corporation.
 
                  "UPREIT Combination Transaction" shall mean any consolidation,
merger, combination or other transaction consummated by the Corporation in
connection with which the holders of Partnership Common Units will either (i)
continue to hold Partnership Common Units or (ii) will have their Partnership
Common Units converted or changed into or exchanged for partnership interests
and/or other securities of another operating partnership in an UPREIT structure.
 
3.       Dividends and Distributions.
 
                  Except as set forth in Section 7 hereof, the holders of shares
of Special Voting Preferred Stock shall not be entitled to any regular or
special dividend payments. Without limiting the foregoing, the holders of shares
of Special Voting Preferred Stock shall not be entitled to any dividends or
other distributions declared or paid with respect to the shares of Common Stock
or any other stock of the Corporation.
 
4.       Voting Rights.
 
                  With respect to all matters submitted to a vote of the
stockholders of the
 
<PAGE>
 
Corporation, each share of Special Voting Preferred Stock shall entitle the
holder thereof to a number of votes equal to the Adjustment Factor in effect on
the record date for determining the holders of stock of the Corporation entitled
to vote on such matter. The holders of shares of Special Voting Preferred Stock
shall vote collectively with the holders of shares of Common Stock as one class
on all matters submitted to a vote of stockholders of the Corporation, and,
except as expressly set forth in Section 9 hereof, the holders of shares of
Special Voting Preferred Stock shall have no other voting rights, as a separate
class or other otherwise, including any rights to vote as a class with respect
to any extraordinary corporate action such as a merger, consolidation,
dissolution, liquidation or the like.
 
5.       Pairing.
 
         The Corporation shall not issue or agree to issue any shares of Special
Voting Preferred Stock to any Person unless effective provision has been made
for the simultaneous issuance by the Operating Partnership to the same Person of
the same number of Partnership Common Units, and for the pairing of such shares
of Special Voting Preferred Stock and Partnership Common Units in accordance
with the Pairing Agreement. Until the limitation on transfer provided for in
Section 1 of the Pairing Agreement shall be terminated in accordance with the
terms of the Pairing Agreement:
 
         a.       No share of Special Voting Preferred Stock shall be
                  transferable, and no such share shall be transferred on the
                  stock transfer books of the Corporation, except in accordance
                  with the provisions of the Pairing Agreement.
 
         b.       A legend shall be placed on the face of each certificate
                  representing ownership of shares of Special Voting Preferred
                  Stock referring to the restriction on transfer set forth
                  herein and in the Pairing Agreement.
 
6.       Reacquired Shares.
 
                  Any shares of Special Voting Preferred Stock redeemed,
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be cancelled automatically, shall cease to be outstanding and shall become
authorized but unissued shares of Special Voting Preferred Stock, and the former
holder or holders thereof shall have no further rights (hereunder or otherwise)
with respect to such shares (except as provided in Section 8 hereof). Any shares
of Special Voting Preferred Stock that are cancelled in accordance with the
preceding sentence may be reissued or reclassified by the Corporation in
accordance with the applicable provisions of the Charter.
 
7.       Liquidation, Dissolution or Winding Up.
 
                  In the event of any liquidation, dissolution or winding up of
the affairs of the Corporation, whether voluntary or involuntary, before any
assets of the Corporation shall be distributed, paid or set aside for the
holders of any equity securities ranking junior to the Special
 
<PAGE>
 
Voting Preferred Stock as to the distribution of assets upon liquidation,
dissolution or winding up of the Corporation, the Corporation shall pay to the
holders of shares of Special Voting Preferred Stock $.01 per share of Special
Voting Preferred Stock. For the purposes of this Section 7, (i) a consolidation
or merger of the Corporation with one or more entities, (ii) a sale or transfer
of all or substantially all of the Corporation's assets, or (iii) a statutory
share exchange shall not be deemed to be a liquidation, dissolution or winding
up, voluntary or involuntary, of the Corporation.
 
8.       Cancellation and Redemption.
 
                  (a) In the event that the Operating Partnership is party to
any consolidation, merger, combination or other transaction, other than in
connection with an UPREIT Combination Transaction, pursuant to which the
Partnership Common Units are converted or changed into or exchanged for stock
and/or other securities of any other entity and/or cash or any other property,
then in any such case the shares of Special Voting Preferred Stock shall be
concurrently redeemed by the Corporation, out of assets legally available
therefor from the distribution received by the Corporation pursuant to Section
4.a of the Pairing Agreement, at a redemption price payable in cash equal to
$.01 per share of Special Voting Preferred Stock, shall be cancelled
automatically and cease to be outstanding and shall become authorized but
unissued shares of Special Voting Preferred Stock as contemplated by Section 6
above, and thereafter the former holders thereof shall have no further rights
(hereunder or otherwise) with respect to such shares (except the rights to
receive the cash payable upon such redemption, without interest thereon, upon
surrender and endorsement of their certificates if so required).
 
                  (b) If at any time any Qualifying Person (as defined in the
Partnership Agreement) elects to have redeemed, pursuant to Section 8.6 of the
Partnership Agreement, any Partnership Common Unit that is paired with a share
of Special Voting Preferred Stock and such Partnership Common Unit is redeemed
by the Operating Partnership under Section 8.6.A of the Partnership Agreement,
then concurrently with the redemption by the Operating Partnership of any such
Partnership Common Units in accordance with the terms and conditions of the
Partnership Agreement, the shares of Special Voting Preferred Stock paired with
the Partnership Common Units being so redeemed shall be concurrently redeemed by
the Corporation, out of assets legally available therefor from the distribution
received by the Corporation pursuant to Section 4.a of the Pairing Agreement, at
a redemption price payable in cash equal to $.01 per share of Special Voting
Preferred Stock, shall be cancelled automatically and cease to be outstanding
and shall become authorized but unissued shares of Special Voting Preferred
Stock as contemplated by Section 6 above, and thereafter the former holders
thereof shall have no further rights (hereunder or otherwise) with respect to
such shares (except the rights to receive the cash payable upon such redemption,
without interest thereon, upon surrender and endorsement of their certificates
if so required).
 
                  (c) If at any time any Qualifying Person elects to have
redeemed, pursuant to Section 8.6 of the Partnership Agreement, any Partnership
Common Unit that is paired with a share of Special Voting Preferred Stock and
the Corporation exercises its rights under Section
 
<PAGE>
 
8.6.B of the Partnership Agreement to acquire any or all of such Partnership
Common Units in exchange for shares of Common Stock, then concurrently with the
acquisition by the Corporation of any such Partnership Common Units in exchange
for shares of Common Stock in accordance with the terms and conditions of the
Partnership Agreement, the shares of Special Voting Preferred Stock paired with
the Partnership Common Units being so acquired shall be concurrently redeemed by
the Corporation, out of assets legally available therefor from the distribution
received by the Corporation pursuant to Section 4.a of the Pairing Agreement, at
a redemption price payable in cash equal to $.01 per share of Special Voting
Preferred Stock, shall be cancelled automatically and cease to be outstanding
and shall become authorized but unissued shares of Special Voting Preferred
Stock as contemplated by Section 6 above, and thereafter the former holders
thereof shall have no further rights (hereunder or otherwise) with respect to
such shares (except the rights to receive the cash payable upon such redemption,
without interest thereon, upon surrender and endorsement of their certificates
if so required).
 
9.       Amendments and Mergers.
 
                  The Charter shall not be amended in any manner that would
materially alter or change the powers, preferences or special rights of the
Special Voting Preferred Stock, as set forth herein, so as to affect them
adversely without the affirmative vote of the holders of at least a majority of
the outstanding shares of Special Voting Preferred Stock, voting separately as a
class; provided, however, that the amendment of the provisions of the Charter so
as to authorize or create, or to increase the authorized amount of, any equity
securities of the Corporation shall not be deemed to materially and adversely
affect the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications and terms and conditions of redemption of the Special Voting
Preferred Stock.
 
                  The Corporation shall not consummate any UPREIT Combination
Transaction without the affirmative vote of the holders of at least a majority
of the outstanding shares of Special Voting Preferred Stock, voting separately
as a class, unless (i) the Corporation is the surviving entity, or (ii) in
connection with any UPREIT Combination Transaction in which the Corporation is
not the surviving entity if, as result of the merger or consolidation, the
holders of Special Voting Preferred Stock receive shares of stock or beneficial
interest or other equity securities with preferences, rights and privileges not
materially inferior to the preferences, rights and privileges of the Special
Voting Preferred Stock.
 
10.      Fractional Shares.
 
                  Special Voting Preferred Stock may be issued in fractions of a
share which shall entitle the holder, in proportion to such holder's fractional
share, to exercise voting rights and to have the benefit of all other rights of
holders of Special Voting Preferred Stock.
 
                  SECOND: The Shares have been reclassified and designated by
the Board of Directors under the authority contained in the Charter.
 
<PAGE>
 
                  THIRD: These Articles Supplementary have been approved by the
Board of Directors in the manner and by the vote required by law.
 
                  FOURTH: The undersigned President of the Corporation
acknowledges these Articles Supplementary to be the corporate act of the
Corporation and, as to all matters or facts required to be verified under oath,
the undersigned 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]
 
<PAGE>
 
                  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 1st day of July, 2003.
 
                                            ARBOR REALTY TRUST, INC.
 
                                            By: /s/ Ivan Kaufman    (SEAL)
                                                --------------------------
                                                Name: Ivan Kaufman
                                                Title: President
 
ATTEST:
 
/s/ Frederick C. Herbst
----------------------------
Name: Frederick C. Herbst
Title: Secretary