59602
NUMBER SHARES
NY
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF MARYLAND STATEMENT OF
RESTRICTIONS ON
ACQUISITION AND
TRANSFER
CUSIP 554382 10 1
[LOGO]
THE MACERICH COMPANY
This certifies that
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE,
OF
[CERTIFICATE OF STOCK]
THE MACERICH COMPANY (HEREINAFTER CALLED THE "CORPORATION") TRANSFERABLE ON
THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON
SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE IS NOT
VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE
REGISTRAR.
WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES
OF ITS DULY AUTHORIZED OFFICERS.
DATED:
[SEAL]
COUNTERSIGNED AND REGISTERED: /s/ Arthur Coppola
FIRST CHICAGO TRUST COMPANY PRESIDENT
OF NEW YORK
TRANSFER AGENT AND REGISTRAR,
/s/ Richard A. Bayer
AUTHORIZED SIGNATURE SECRETARY
The Corporation is authorized to issue three classes of stock which are
designated as Common Stock, Preferred Stock and Excess Stock. The
Corporation will furnish to any stockholder on request and without charge a
full statement of the designations and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of the stock of each
class which the Corporation is authorized to issue, and 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 Board of Directors to
set the relative rights and preferences of subsequent series. Such request
may be made to the Secretary of the Corporation or to its transfer agent.
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. The foregoing restrictions may also delay,
deter or prevent a change of control of the Corporation or other transaction
which could be in the best interests of stockholders.
This certificate also represents and entitles the holder hereof to
certain rights as set forth in an Agreement between the Corporation and First
Chicago Trust Company of New York, dated as of November 10, 1998, as it may
be amended from time to time (the "Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal executive offices of the Corporation. Under certain circumstances,
as set forth in the Agreement, such Rights (as defined in the Agreement) will
be represented by separate certificates and will no longer be represented by
this certificate. The Corporation will mail to the holder of this
certificate a copy of the Agreement without charge after receipt of a written
request therefor. Under certain circumstances, as set forth in the
Agreement, Rights beneficially owned by any Person (as defined in the
Agreement) who becomes an Acquiring Person (as defined in the Agreement) may
become null and void.
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)
UNIF TRF MIN ACT - Custodian (until age )
------------ -----------
(Cust)
under Uniform Transfers
----------------
(Minor)
to Minors Act
----------------------------
(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
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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- -------------------------------------------------------------------------------
- ------------------------------------------------------------------------Shares
of the common 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
--------------------------
X
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X
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THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
NOTICE: CORRESPOND WITH THE NAMES(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By
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THE SIGNATURE(S) MUST 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.