Prepared by R.R. Donnelley Financial -- Form of 6.75% Series C Cumulative Redeemable Preferred Stock Certificate


 Exhibit 4.1 
  


					
	NUMBER	  	 	  	SHARES
			
	THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, N.Y. AND RIDGEFIELD PARK, N.J.	  	 BRE Properties, Inc.
  
 INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
	  	 SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION
  
 CUSIP 05564E 50 2


  
 THIS CERTIFIES THAT 

 
 **Specimen** 
  
 IS THE OWNER OF 
  
 FULLY PAID AND NONASSESSABLE SHARES OF THE 6.75% SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, OF 
  
 BRE Properties, Inc. 
  
 (the “Corporation”) transferable on the books of the Corporation by the holder
hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be paid subject to all of the provisions of the Amended and Restated
Articles of Incorporation of the Corporation (the “Charter”) and the Amended and Restated Bylaws of the Corporation and any amendments or supplements thereto. This Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar. 
  
 IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed on its behalf by its duly authorized officers. 
  

									
	DATED                                     
                                        
   	 	 	 	 	 	 
	Countersigned and Registered:	 	 Mellon Investor Services LLC
 Transfer
Agent
 and Registrar
	 	 	 	                                      
                                        
   (SEAL)
	 	 	 	 	 	 	 President	 	 
			
	By:                                      
                                        
         	 	 	 	                                      
                                        
             
	        Authorized Signature	 	 	 	 	 	 Secretary	 	 

  






 BRE PROPERTIES, INC. 
  
 IMPORTANT NOTICE 
  
 IN ORDER TO MAINTAIN QUALIFICATION OF THE CORPORATION AS A REAL ESTATE INVESTMENT TRUST UNDER APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, THE BOARD OF DIRECTORS OF THE CORPORATION MAY, IN ACCORDANCE WITH THE TERMS OF THE CHARTER, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, REDEEM OR RESTRICT THE TRANSFER OF THE SHARES OF 6.75% SERIES C CUMULATIVE REDEEMABLE PREFERRED
STOCK REPRESENTED BY THIS CERTIFICATE. THE CORPORATION WILL FURNISH INFORMATION ABOUT THESE RESTRICTIONS TO ANY STOCKHOLDER ON REQUEST AND WITHOUT CHARGE. 
  
 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, OF THE DIFFERENCES IN THE RELATIVE RIGHTS AND
PREFERENCES BETWEEN THE SHARES OF EACH SERIES OF A PREFERRED OR SPECIAL CLASS IN SERIES WHICH THE CORPORATION IS AUTHORIZED TO ISSUE, 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 OF A PREFERRED OR SPECIAL CLASS OF STOCK. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO ITS TRANSFER AGENT. 
  
 Keep this Certificate in a safe place. If it is lost, stolen, or destroyed, the Corporation will require a bond of indemnity
as a condition to the issuance of a replacement certificate. 
  
 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	  	 	  	(Custodian)	  	(Minor)	  	 
	 JT TEN
	 	—	  	 as joint tenants with right of
 survivorship
and not as tenants
 in common
	  	 under Uniform Gifts to Minors Act of
  

 (State)
	  	 

  
 Additional
abbreviations may also be used though not in the above list. 
  

					
	FOR VALUE RECEIVED,	  	 	  	DOES HEREBY SELL, ASSIGN AND TRANSFER UNTO
	 	 	
	 	 

  

	
	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
	

	 
	 
	


  

 (Please Print or Typewrite Name and Address, Including Zip Code, of Assignee) 
  


 

  

 shares of the 6.75% Series C Cumulative Redeemable Preferred Stock represented by the within Certificate and does hereby irrevocably constitute and
appoint 
  

 to transfer the said
stock on the books of the within named Corporation with full power of substitution in the premises. 
  

			
	Dated	 	 
	 	 	


  

					
	 	 	X	  	 
	 	 	 	 	

			
	 	 	X	  	 
	 	 	 	 	

	 	 	NOTICE:	  	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAMES AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.

  
 Signature(s) Guaranteed 
  

			
	By	 	 
	 	 	

	 	 	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.