SHARES SHARES
OF BENEFICIAL INTEREST OF BENEFICIAL INTEREST
(PAR VALUE $1.00 PER SHARE) (PAR VALUE $1.00 PER SHARE)
A PENNSYLVANIA REAL ESTATE
INVESTMENT TRUST
NUMBER CUSIP 709102 10 7
SEE REVERSE SIDE FOR CERTAIN DEFINITIONS SHARES
LOGO
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF BENEFICIAL INTEREST OF
Pennsylvania Real Estate Investment Trust (hereinafter called the "Trust"), a business trust
established under a Trust Agreement, dated December 27, 1960 as amended from time to time, a copy
of which is on file with the Transfer Agent and Registrar, and applicable provisions of the Laws
of the Commonwealth of Pennsylvania.
The holder and every transferee or assignee of this certificate or of the shares represented
hereby or of any interest therein accepts and agrees to be bound by the provision of said Trust
Agreement as from time to time amended in the manner therein provided, as though a party thereto.
This certificate and the shares represented hereby are transferable only on the books of the Trust
by the registered holder hereof in person or by attorney upon surrender of this certificate
properly endorsed. This certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar. Further provisions relating to ownership and transfer of shares of
beneficial interest in the Trust are set forth on the reverse hereof.
In Witness Whereof, the Trust has caused this certificate to be executed in its name and behalf by
its duly authorized representatives.
Dated:
COUNTERSIGNED AND REGISTERED: LOGO
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, N.Y.) TRANSFER AGENT
American AND REGISTRAR
Bank Note BY
Company AUTHORIZED OFFICER SECRETARY CHIEF EXECUTIVE OFFICER
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..................
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act.................
in common (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, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________________________________
__________________________________________________________________________________________________
____________________________________________________________________________________________shares
of beneficial interest represented by the within Certificate, and do hereby irrevocably constitute
and appoint
__________________________________________________________________________________________Attorney
to transfer the said shares on the books of the within named Trust with full power of substitution
in the premises.
Dated_______________________
________________________________________________________________
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.
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 OF ANY CHANGE
WHATEVER.
The Shares presented by this certificate are subject to restrictions on ownership and transfer for the purpose of the Trust's
maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the "Code"). No
Person may Beneficially Own or Constructively Own Shares in excess of 9.9% in value (or such greater percentage as may be determined
by the Board of Trustees) of the outstanding Shares (exclusive of any Preferred Shares) of the Trust. Any Person who attempts to
Beneficially Own or Constructively Own Shares in excess of the above limitation must immediately notify the Trust. In addition, if
any Person attempts to acquire beneficial ownership of any Shares and the result of such acquisition would be Shares being
beneficially owned by fewer than 100 persons, such purported transfer shall be void ab initio and the intended transferee shall
acquire no rights to such Shares. All capitalized terms used in this legend have the meanings set forth in the Trust Agreement, a
copy of which, including the restrictions on ownership and transfer, will be sent without charge to each Shareholder who so
requests. If the restrictions on ownership and transfer are violated, the Shares represented hereby will be automatically exchanged
for Excess Shares which will be held in trust by the Trust.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE TRUST WILL REQUIRE
A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) as the
number of Shares of Beneficial Interest represented by this certificate, such Rights being on the terms provided under the Rights
Agreement between Pennsylvania Real Estate Investment Trust and American Stock Transfer and Trust Company (the "Rights Agent"),
dated as of April 30, 1999, as it may be amended from time to time (the "Rights Agreement") the terms of which are incorporated
herein by reference and a copy of which is on file at the principal executive offices of Pennsylvania Real Estate Investment Trust.
Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall
no longer be evidenced by this certificate. Pennsylvania Real Estate Investment Trust shall mail to the registered holder of this
certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Rights
issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights
Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by any such Person, as and to
the extent provided in Section 7(e) of the Rights Agreement.