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TEMPORARY CERTIFICATE - EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE
WHEN READY FOR DELIVERY
NUMBER PREFERRED
PA SHARES
[LOGO]
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SERIES A CUMULATIVE CONVERTIBLE SERIES A CUMULATIVE CONVERTIBLE
REDEEMABLE PREFERRED SHARES OF REDEEMABLE PREFERRED SHARES OF
BENEFICIAL INTEREST BENEFICIAL INTEREST
PAR VALUE $25.00 PAR VALUE $25.00
Organized under the Laws of the State of Ohio
FIRST UNION
Real Estate Equity and Mortgage Investments
THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK OR IN CLEVELAND, OHIO
CUSIP 337400 30 3
see Reverse for Certain
Definitions and Restrictions
THIS IS TO CERTIFY THAT [Name]
IS THE REGISTERED HOLDER OF [Amount]
FULLY PAID AND NON-ASSESSABLE PREFERRED SHARES OF BENEFICIAL INTEREST,
$25.00 PAR VALUE, IN
First Union Real Estate Equity and Mortgage Investments a trust established in
business trust form under the laws of the State of Ohio under a Declaration of
Trust dated as of August 1, 1961, as amended from time to time, a copy of which
is on file with the Transfer Agents of the Trust. The Preferred Shares
evidenced by this certificate are subject to all the terms and provisions of
the Certificate of Designations referred to on the reverse hereof which the
holder or transferee hereof by accepting this certificate agrees to be bound.
The Trust is not a bank or trust company and does not and will not solicit,
receive or accept deposits as a business. The shares represented hereby are
transferable on the records of the Trust only by the registered holder hereof
or by his agent duly authorized in writing on delivery to a Transfer Agent of
the Trust of this certificate properly endorsed or accompanied by duly executed
instrument of transfer together with such evidence of the genuineness thereof
and such other matters as may reasonably be required. The transferability of
the shares represented hereby is subject to the aforementioned Certificates of
Designations and such regulations as may from time to time be
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adopted by the Trustees of the Trust and set forth in the By-Laws to which
reference is hereby made to prevent transfers of shares which would result in
disqualification of the Trust for taxation as a real estate investment trust
under the Internal Revenue Code as amended. This certificate is not valid
unless countersigned by a Transfer Agent and registered by a Registrar of the
Trust.
In Witness Whereof, the Trustees of this Trust have caused this certificate
to be signed by facsimile signatures.
[SEAL]
Dated:
Countersigned and Registered:
THE HUNTINGTON NATIONAL BANK
(Columbus, Ohio)
TRANSFER AGENT
AND REGISTRAR
BY
SENIOR VICE PRESIDENT CHAIRMAN, PRESIDENT AND
AUTHORIZED SIGNATURE AND SECRETARY CHIEF EXECUTIVE OFFICER
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FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
THE CERTIFICATE OF DESIGNATIONS DATED AS OF OCTOBER 23, 1996 SETS FORTH A
FULL STATEMENT OF ALL OF THE DESIGNATIONS, PREFERENCES, RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND
CONDITIONS OF REDEMPTION, AND OTHER RELATIVE RIGHTS OF THESE SERIES A PREFERRED
SHARES. THE DECLARATION OF TRUST DATED AS OF AUGUST 1, 1961, AS AMENDED FROM
TIME TO TIME, SETS FORTH A FULL STATEMENT OF THE AUTHORITY OF THE TRUSTEES OF
THE TRUST TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, THE DIFFERENCES IN
THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE
EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE TRUSTEES OF THE TRUST TO SET
THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OF PREFERRED SHARES.
A COPY OF SUCH STATEMENTS MAY BE OBTAINED FROM THE SECRETARY OF THE TRUST. THE
SERIES A PREFERRED SHARES WILL NOT BE ENTITLED TO THE BENEFIT OF THE
DECLARATION OF TRUST DATED AS OF OCTOBER 1, 1996, PURSUANT TO WHICH ALL OF THE
SHARES OF FIRST UNION MANAGEMENT, INC. ARE HELD FOR THE BENEFIT OF THE HOLDERS
OF THE TRUST'S SHARES OF BENEFICIAL INTEREST, $1.00 PAR VALUE.
THE CERTIFICATE OF DESIGNATIONS DATED AS OF OCTOBER 23, 1996 PROVIDES,
AMONG OTHER THINGS, THAT NO PERSON MAY ACQUIRE THE SERIES A PREFERRED SHARES
IF, THEREAFTER, HE WOULD BENEFICIALLY OWN MORE THAN 25% OF THE SERIES A
PREFERRED SHARES, EXCEPT AS A RESULT OF A TRUST'S REDEMPTION OF ANY OF THE
SERIES A PREFERRED SHARES.
THE BY-LAWS OF THE TRUST PROVIDE, AMONG OTHER THINGS, THAT NO PERSON MAY
ACQUIRE TRUST SECURITIES INCLUDING THESE SECURITIES) IF, THEREAFTER, HE WOULD
BENEFICIALLY OWN MORE THAN 9.8% OF THE TRUST'S SHARES OF BENEFICIAL INTEREST,
$1.00 PAR VALUE. IN APPLYING THIS RESTRICTION, CONVERTIBLE SECURITIES OF THE
TRUST BENEFICIALLY OWNED BY SUCH PERSON (INCLUDING CONVERTIBLE SECURITIES SUCH
AS THESE SERIES A PREFERRED SHARES) ARE TO BE TREATED AS IF ALREADY CONVERTED
INTO SHARES OF BENEFICIAL INTEREST, $1.00 PAR VALUE. A COPY OF THE BY-LAWS AND
INFORMATION ABOUT THE LIMIT ON OWNERSHIP MAY BE OBTAINED FROM THE SECRETARY OF
THE 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 UNIF GIFT MIN ACT __________ CUSTODIAN_______
TEN ENT - AS TENANTS BY THE ENTIRETIES (CUST) (MINOR)
JT TEN - AS JOINT TENANTS WITH RIGHT UNDER UNIFORM GIFTS TO MINORS
OF SURVIVORSHIP AND NOT AS ACT_____________
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 NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH
OTHER IDENTIFYING THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
NUMBER OF ASSIGNEE PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
____________________________________________________ Series A Preferred Shares
of Beneficial Interest represented by the within-named Trust, with full power of
substitution in the premises.
Dated _____________________
(Sign here)_______________________________