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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, plus accrued and unpaid dividends, if any,
thereon. 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 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 said
documents. The Trust will furnish a copy of such terms and conditions to the
registered holder of this Certificate upon request and without charge.
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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
Secretary President 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 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.