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| Number |
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| DR |
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TEMPORARY CERTIFICATE-EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE WHEN
READY FOR DELIVERY
The Depositary Shares evidenced by this Depositary Receipt are subject
to redemption at any time at the option of the Trust on or after June 15,
2007 at a redemption price of $50.00 per Depositary 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 evidenced by this
Depositary Receipt are subject to redemption by the Trust and the transfer
thereof may be prohibited upon the terms and conditions set forth in the
Deposit Agreement, the Amended and Restated Declaration of Trust of the
Trust, as amended (the "Declaration of Trust") and the Certificate of
Designation Supplementing the Declaration of Trust for the 7.80% Series A
Cumulative Step-Up Premium Rate Preferred Shares, $1.00 par value per share.
In addition, ownership by any person of more than 7.5% in number or value of
all of the Trust's Shares, including the Depositary Shares represented by
this Depositary Receipt, is restricted as set forth in said documents. The
Trust will furnish a copy of said documents to the registered holder of this
receipt upon request and without charge. 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.
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| Number |
| of |
| Shares |
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Certificate for not more than 1,500,000 Depositary Shares
Receipt for Depositary Shares,
Each Representing 1/10 of a 7.80% Series A Cumulative Step-Up Premium Rate
Preferred Share (Par Value $1.00 Per Share)
(Liquidation Preference Equivalent to $50.00 Per Depositary Share)
of
New Plan Realty Trust
(a Massachusetts business trust)
This Certificate is
CUSIP 648059 30 1 transferable in
SEE REVERSE FOR CERTAIN DEFINITIONS Boston, Massachusetts
and in New York, New York
BankBoston, N.A., as Depositary (the "Depositary"), hereby certifies that
is the registered owner of
Fully paid and non-assessable Depositary Shares
("Depositary Shares"), each Depositary Share representing a 1/10 fractional
interest tin a 7.80% Series A Cumulative Step-Up Premium Rate Preferred
Share, $1.00 par value per share, of New Plan Realty Trust, a Massachusetts
business trust (the "Trust"), on deposit with the Depositary, subject to the
terms and entitled to the benefits of the Deposit Agreement dated as of July
3, 1997 (the "Deposit Agreement") among the Trust, the Depositary and the
holders from time to time of Receipts for Depositary Shares. By accepting
this Receipt, the holder hereof becomes a party to and agrees to be bound by
all the terms and conditions of the Deposit Agreement. This Receipt shall
not be valid or obligatory for any purpose or entitled to any benefits under
the Deposit Agreement unless it shall have been executed by the Depositary by
the manual or facsimile signature of a duly authorized officer or, if a
Registrar in respect of the Receipts (other than the Depositary) shall have
been appointed, by the manual signature of a duly authorized officer of such
Registrar.
Dated:
Countersigned:
BankBoston, N.A. TREASURER
Transfer Agent and Registrar
By:
Authorized Signature CHIEF EXECUTIVE OFFICER
NEW PLAN REALTY TRUST
NEW PLAN REALTY TRUST WILL FURNISH WITHOUT CHARGE TO EACH REGISTERED HOLDER
OF RECEIPTS WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OF THE
CERTIFICATE OF DESIGNATION WITH RESPECT TO THE 7.80% SERIES A CUMULATIVE
STEP-UP PREMIUM RATE PREFERRED SHARES OF NEW PLAN REALTY TRUST. ANY SUCH
REQUEST SHALL BE ADDRESSED TO THE SECRETARY OF THE TRUST, 1120 AVENUE OF THE
AMERICAS, NEW YORK, NEW YORK 10036.
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(s), assign(s) and
transfer(s) unto __________________________________________________________
Please Insert Social Security or
Other Identifying Number of Assignee
____________________________________________________________________________
____________________________________________________________________________
(Please Print or Typewrite Name and Address of Assignee)
____________________________________________________________________________
____________________________________________________________________________
_____________________ Depositary Shares represented by the within Receipt,
and do hereby irrevocably constitute and appoint _________________ Attorney
to transfer the said Depositary Shares on the books of the within named
Depositary with full power of substitution in the premises.
Dated, ________________
_________________________________________________________
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.
Signature(s) Guaranteed:
______________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.