NUMBER SHARES
THE MACERICH COMPANY
SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK, $0.01 PAR VALUE
SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION
This Certifies that __________________________________________________ is the
record holder of ____________________________________________________________
fully paid and nonassessable Shares of the Series A Cumulative Convertible
Preferred Stock of
THE MACERICH COMPANY
Incorporated under the Laws of the State of Maryland
transferable on the share register of said Corporation in person or by its
duly authorized Attorney upon surrender of this Certificate properly endorsed
or assigned. 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.
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.
Witness the Seal of the Corporation and the signatures of its duly
authorized officers.
Dated:
- -------------------------- -----------------------
President Secretary
For Value Received,________________ hereby sell, assign and transfer unto
_________________ Shares of the Series A Cumulative Convertible Preferred
Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint __________________________ Attorney to transfer the
said Stock on the books of the within named Corporation with full power of
substitution in the premises.
Dated _____________________________
in presence of ___________________________________________________
NOTICE. THE SIGNATURE OF 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.
THIS SECURITY AND ANY COMMON STOCK ISSUED ON CONVERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
NO.
CERTIFICATE
FOR
SHARES
OF
SERIES A CUMULATIVE CONVERTIBLE
PREFERRED STOCK
ISSUED TO
DATED
The securities represented by this certificate are subject to restrictions
on ownership and transfer for the purpose of the Corporation's maintenance of
its status as a real estate investment trust under the Internal Revenue Code
of 1986, as amended (the "Code"). Except as otherwise provided pursuant to
the charter of the Corporation, no Person may (1) Beneficially Own shares of
Equity Stock in excess of 5.0% (or such greater percentage as may be provided
in the charter of the Corporation) of the number or value of the outstanding
Equity Stock of the Corporation (unless such Person is an Excluded
Participant), or (2) Beneficially Own Equity Stock that would result in the
Corporation being "closely held" under Section 856(h) of the Code (determined
without regard to Code Section 856(h)(2) and by deleting the words "the last
half of" in the first sentence of Code Section 542(a)(2) in applying Code
Section 856(h)), or (3) beneficially own Equity Stock that would result in
Common Stock and Preferred Stock being beneficially owned by fewer than 100
Persons (determined without reference to any rules of attribution). Any
Person who attempts to Beneficially Own Shares of Equity Stock in excess of
the above limitations must immediately notify the Corporation. All
capitalized terms in this legend have the meanings defined in the
Corporation's charter, as the same may be further amended from time to time,
a copy of which, including the restrictions on ownership or transfer, will be
sent without charge to each stockholder who so requests. Transfers or other
events in violation of the restrictions described above shall be null and
void AB INITIO, and the purported transferee or purported owner shall acquire
or retain no rights to, or economic interest in, any Equity Stock held in
violation of these restrictions. The Corporation may redeem such shares upon
the terms and conditions specified by the Board of Directors in its sole
discretion if the Board of Directors determines that a Transfer or other
event would violate the restrictions described above. In addition, if the
restrictions on ownership or transfer are violated, the shares of Equity
Stock represented hereby shall be automatically exchanged for shares of
Excess Stock which will be held in trust for the benefit of a Beneficiary.
Excess stock may not be transferred at a profit. The Corporation has an
option to acquire Excess Stock under certain circumstances.