_______________ ______________
Number Shares
_______________ ______________
PROVISIONS RELATING TO REDEMPTION AND PROHIBITION OF TRANSFER OF SHARES
The Shares evidenced by this Certificate are subject to redemption at any
time at the option of the Trust on or after June 15, 2007 at a redemption price
of $500.00 per Share. If necessary, in the opinion of the Trustees of the
Trust, to effect compliance by the Trust with certain requirements of the
Internal Revenue Code, the Shares represented by this Certificate are subject
to redemption at any time by the Trust and the transfer thereof may be
prohibited upon the terms and conditions set forth in the Amended and Restated
Declaration of Trust and the Certificate of Designation Supplementing the
Amended and Restated Declaration of Trust for the 7.80% Series A Cumulative
Step-Up Premium Rate Preferred Shares. In addition, ownership by any person of
more than 7.5% in number or value of all of the Trust's Shares, including the
Shares represented by this Certificate is restricted as set forth in the
Amended and Restated Declaration of Trust. The Trust will furnish a copy of
such terms and conditions to the registered holder of this Certificate upon
request and without charge.
New Plan Realty Trust
A BUSINESS TRUST ORGANIZED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
Certificate for 7.80% Series A Cumulative
Step-Up Premium Rate Preferred Shares.
This Certificate is
CUSIP 648059 20 2 transferable in
SEE REVERSE FOR CERTAIN DEFINITIONS Boston, Massachusetts
and in
New York, New York
Fully paid and non-assessable preferred shares,
par value $1.00 per share.
This Certifies that
is the Owner of
shares.
New Plan Realty Trust is established as a Massachusetts business trust
(hereinafter called the "Trust") under an Amended and Restated Declaration of
Trust made January 15, 1996, as amended from time to time. The holder and
every transferee or assignee of this Certificate or of the Shares represented
hereby or any interest therein accepts and agrees to be bound by the provisions
of such Amended and Restated Declaration of Trust and the Certificate of
Designation Supplementing the Amended and Restated Declaration of Trust and all
amendments thereto (copies of which are filed with the Secretary of the
Commonwealth of Massachusetts) and such By-Laws of the Trust as may from time
to time be adopted by the Trustees of the Trust (copies of which will be on
file at the principal office of the Trust), all of which provisions are hereby
incorporated by reference as fully as if set forth herein in their entirety.
The Amended and Restated Declaration of Trust provides that obligations
thereunder are not personally binding upon the Trustees and that no Trustee,
shareholder, officer, employee or agent of the Trust shall be held to any
personal liability nor shall resort be had to the private property of any
Trustee, shareholder, officer, employee or agent of the Trust. This
Certificate and the Shares represented hereby are transferable on the books of
the Trust by the registered holder hereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This
Certificate is issued by the Trustees of New Plan Realty Trust, acting not
individually but as such Trustees, and is not valid until countersigned by the
Transfer Agent and registered by the Registrar.
Witness the seal of the Trust and the signatures of its duly authorized
officers.
Countersigned and Registered:
Dated BankBoston N.A.
Transfer Agent and Registrar
by
Treasurer Chief Executive Officer Authorized Signature
NEW PLAN REALTY TRUST
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
UNIF GIFT MIN ACT - ........Custodian...........
(Cust) (Minor)
under Uniform Gifts to Minors Act
...............................................
(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above list.
For Value received, ________________ hereby sell, assign and transfer
unto _________________________________________________________________________
Please Insert Social Security or
Other Identifying Number of Assignee
_____________________________________
_____________________________________
______________________________________________________________________________
(Please Print or Typewrite Name and Address of Assignee)
______________________________________________________________________________
______________________________________________________________________________
_____________ ______ shares of 7.80% Series A Cumulative Step-Up Premium Rate
Preferred Shares represented by the within certificate and do hereby
irrevocably constitute and appoint __________________________________ Attorney
to transfer the same on the books of the within-named Trust with full power of
substitution in the premises.
Dated, ______________
(SIGN HERE) ________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.