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EXHIBIT 4.1
Number *0* Shares *0*
SEE REVERSE FOR IMPORTANT
NOTICE ON TRANSFER RESTRICTIONS
AND OTHER INFORMATION
CUSIP __________
THIS CERTIFICATE IS TRANSFERABLE
IN THE CITIES OF _________
DELPHI PROPERTIES, INC.
a Corporation Formed Under the Laws of the State of Maryland
THIS CERTIFIES THAT **Specimen**
is the owner of **Zero (0)** fully paid and nonassessable shares of ___% Non-cumulative Redeemable Exchangeable Series A Preferred
Stock, $.10 par value per share, mandatorily redeemable on , 2043, subject to the requirements of the Maryland General
Corporation Law, of
Delphi Properties, Inc.
(the "Corporation") transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney,
upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be
held subject to all of the provisions of the charter of the Corporation (the "Charter") and the Bylaws of the Corporation and any
amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by its duly authorized
officers.
DATED __________________
Countersigned and Registered:
Transfer Agent
and Registrar _____________________________________(SEAL)
President
By:___________________________ ___________________________________________
Authorized Signature Secretary
IMPORTANT NOTICE
The Corporation will furnish to any stockholder, on request and without charge, a full statement of the information
required by Section 2-211(b) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the
designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority
to issue and, if the Corporation is authorized to issue any preferred or special class in series, (i) the differences in the
relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of
Directors to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is
subject to and qualified in its entirety by reference to the Charter of the Corporation, a copy of which will be sent without charge
to each stockholder who so requests. Such request must be made to the Secretary of the Corporation at its principal office or to the
Transfer Agent.
The shares of Series A Preferred Stock represented by this certificate are subject to the terms of the Charter of the
Corporation and a certain Amended and Restated Exchange Agreement, dated July 22, 2003, requiring their exchange in certain
circumstances into Series AA Preferred Stock of Delphi Corporation, a Delaware corporation. The Corporation will mail to the
stockholder a copy of the Charter of the Corporation and such agreement, without charge, within five days after receipt of a written
request therefor.
The shares represented by this certificate are subject to restrictions on Constructive Ownership and Transfer for the
purpose of the Corporation's maintenance of its status as a REIT under the Code. If any of the restrictions on transfer or ownership
are violated, the shares of Preferred Stock represented hereby may be automatically transferred to a Trust for the benefit of one or
more Charitable Beneficiaries. In addition, upon the occurrence of certain events, attempted Transfers in violation of the
restrictions described above may be void ab initio. All capitalized terms used in this legend have the meanings defined in the
Charter of the Corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer
and ownership, will be furnished to each holder of shares of Preferred Stock of the Corporation on request and without charge.
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KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN
OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
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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 (Custodian) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors Act of
survivorship and not as tenants __________________________
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 Preferred Stock of the Corporation represented by this Certificate and do
hereby irrevocably constitute and appoint ________________________________ attorney to transfer the said shares of Preferred Stock
on the books of the Corporation, 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.