Certificate of Incorporation   Amended and Restated Certificate of Incorporation, 5/27/1992   Certificate of Amendment to Amended and Restated Certificate of Incorporation, 5/14/1998   Certificate of Amendment to Amended and Restated Certificate of Incorporation, 5/25/2001   Rights Agreement   Rights Agreement, 5/16/2002   Amendment No. 1 to Rights Agreement, 11/07/2003   By-Laws   By-Laws, as amended   Charters of the Committees of the Board of Directors   Audit Committee   Corporate Personnel Committee STRATUS PROPERTIES INC.  |   98 SAN JACINTO, SUITE 220  |   AUSTIN, TEXAS 78701 T: 512.478.5788  |   F: 512.478.6340 TERMS & CONDITIONS