Exhibit 4.7 Specimen Cert for Depositary Shares
EX-4.7 3 l05623aexv4w7.txt EXHIBIT 4.7 SPECIMEN CERT FOR DEPOSITARY SHARES . . . Exhibit 4.7 NUMBER DR-
DEVELOPERS DIVERSIFIED REALTY CORPORATION National City Bank, as Depositary (the "Depositary"), hereby certifies that is the registered owner of DEPOSITARY SHARES ("Depositary Shares"), each Depositary Share representing 1/10 of one share of 8.60% Class F Cumulative Redeemable Preferred Shares, without par value ("the Shares"), of Developers Diversified Realty Corporation, a corporation duly organized and existing under the laws of the State of Ohio ("the Corporation"), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of March 27, 2002 (the "Deposit Agreement"), among the Company, the Depositary and the holders from time to time of Receipts for Depositary Shares. By accepting this Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if a Registrar in respect of the Receipts (other than the Depositary) shall have been appointed, by the manual signature of a duly authorized officer of such Registrar. Dated: Countersigned: NATIONAL CITY BANK (CLEVELAND, OHIO) DEPOSITARY /s/ Scott A. Wolstein By By President /s/ Joan U. Allgood Authorized Signatory Secretary The Depositary Shares evidenced by this Depositary Receipt 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. Subject the provisions of the Corporation's Amended and Restated Articles of Incorporation, as amended, no Person may Beneficially Own or Constructively Own Depositary Shares representing shares of any series of any class of Preferred Shares in excess of 9.8% of the outstanding Preferred Shares of such series. Any Person who attempts to Beneficially Own or Constructively Own Depositary Shares representing shares of any series of any class of Preferred Shares 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 Amended and Restated Articles of Incorporation, as amended, a copy of which will be sent without charge to each shareholder who so requests. If the restrictions on ownership are violated, the Preferred Shares represented by the Depositary Shares evidenced by this Depositary Receipt will be subject to repurchase by the Corporation on the terms and conditions set forth in the Corporations's Amended and Restated Articles of Incorporation, as amended. DEVELOPERS DIVERSIFIED REALTY CORPORATION DEVELOPERS DIVERSIFIED REALTY CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH REGISTERED HOLDER OF RECEIPTS WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION, AS AMENDED, WITH RESPECT TO THE 8.60% CLASS F CUMULATIVE REDEEMABLE PREFERRED SHARES OF DEVELOPERS DIVERSIFIED REALTY CORPORATION. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT. ------------- The following abbreviations when used in the instructions on the face of this receipt 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 ------ ------- JT TEN - as joint tenants with right (Cust) (Minor) of survivorship and not as under Uniform Gifts to Minors tenants in common Act ------------------ (State) Additional abbreviations may be used though not in the above list ASSIGNMENT For value received, __________________________hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - --------------------------------------- - --------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Depositary Shares - --------------------------------------------------------------- represented by the within Receipt, and do hereby irrevocably constitute and appoint Attorney - ---------------------------------------------------------------------- to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated ------------------ ---------------------------------------- NOTICE: the signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatever.
