INCORPORATED UNDER THE LAWS OF THE STATE OF
MARYLAND
[NUMBER] [SHARES]
[Eagle]
PRIME RETAIL, INC.
THIS CERTIFIES THAT *** SPECIMEN *** IS THE OWNER OF
_____________________________________
__________________________________________ FULL PAID AND NON-ASSESSABLE
SHARES OF SERIES C CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK OF PRIME
RETAIL, INC. TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY
DULY AUTHORIZED, ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY
ENDORSED.
IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE TO BE
SIGNED BY ITS DULY AUTHORIZED OFFICERS,
THIS _____________________ DAY OF ______________, A.D. 19_______
____________________________ [SEAL] _______________________________
SECRETARY PRESIDENT
FOR VALUE RECEIVED, ___ HEREBY SELL, ASSIGN AND TRANSFER UNTO
______________________________________________________________________________
_______________________________________________________________________SHARES
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 CORPORATION WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED __________________ 19____
IN PRESENCE OF
__________________________________ ______________________________
