-------- | Number | | | | UM | -------- PROVISIONS RELATING TO REDEMPTION AND PROHIBITION OF TRANSFER OF SHARES Subsequent to the Trust first becoming qualified for certain tax benefits under the Internal Revenue Code, if necessary to effect compliance by the Trust with certain requirements of the Internal Revenue Code, the Shares represented by this Certificate are subject to redemption by the vote of two-thirds (2/3) of the Trustees of the Trust and the transfer thereof may be prohibited upon the terms and conditions set forth in the 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. -------- | Shares | | | | | -------- New Plan Realty Trust A BUSINESS TRUST ORGANIZED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS Certificate for Shares of Beneficial Interest. This Certificate is CUSIP 648059 10 3 transferable in SEE REVERSE FOR CERTAIN DEFINITIONS Boston, Massachusetts and in New York, New York Fully paid and non-assessable shares of beneficial interest of no par value. This Certifies that is the Owner of New Plan Realty Trust is established as a Massachusetts business trust (hereinafter called the "Trust") under a Declaration of Trust made July 31, 1972, 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 Declaration of Trust and all amendments thereto (copies of which are filed with the Secretary of the Commonwealth of Massachusetts and recorded in the office of the City Clerk, City of Boston, Suffolk County, Commonwealth of Massachusetts) and such By-Laws of the Trust as may from time to time be adopted by the Trustees (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 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: The First National Bank of Boston 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - ...........Custodian........... (Cust) (Minor) under Uniform Gifts to Minors Act............................................... (State) 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 Beneficial Interest 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.