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Exhibit 4.2    
  


 
 

FORM OF STOCK CERTIFICATE    
  


(INCORPORATED
UNDER THE LAWS OF

THE STATE OF DELAWARE) 


9%
SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK

PAR VALUE $0.01 PER SHARE

LIQUIDATION PREFERENCE $25.00 PER SHARE 


[LOGO OF THE MILLS CORPORATION]  


CUSIP #601148 30 7 


SEE
REVERSE SIDE FOR

CERTAIN RESTRICTIONS AND DEFINITIONS 


THIS
CERTIFIES THAT [SPECIMEN] 


is
the owner of                          


fully
paid and non-assessable shares of the 9% Cumulative Redeemable Preferred Stock, Series C of The Mills Corporation (hereinafter referred to as the "Corporation"), transferable
on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon of the surrender of this Certificate properly endorsed and subject to all provisions of the Amended
and Restated Certificate of Incorporation of the Corporation, a copy of which is on file with the Transfer Agent, to all of which the holder of this Certificate assents by acceptance hereof. This
Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. 


WITNESS
the seal of the Corporation and the signatures of its duly authorized officers. 


DATED:




	/s/ Thomas E. Frost
 Secretary	 	/s/ Laurence C. Siegel
 Chairman and Chief Executive Officer	 	Countersigned and Registered:

EquiServe Trust Company, N.A.,

Transfer Agent and Registrar
	

 	
 	

 	
 	

By:
	

 	
 	

 	
 	

Authorized Signature




 
 

[FORM OF REVERSE OF CERTIFICATE]    



The
shares represented by this certificate are subject to restrictions on 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. Except as otherwise provided by the Corporation's Amended and Restate Certificate of Incorporation, no Person may Beneficially Own shares of capital stock in excess
of 5% (or such greater percentage as may be determined by the Board of Directors of the Corporation) in
value of the outstanding capital stock of the Corporation (unless such Person is an Existing Holder). Separate restrictions regarding Existing Holders are set forth in Article XII of the
Amended and Restated Certificate of Incorporation of the Corporation. Any Person who attempt to Beneficially Own shares of capital stock in excess of the above limitations must immediately notify the
Corporation. Any such Person who is a stockholder of record, or a Beneficial Owner of capital stock, and each Person who is holding capital stock for a Beneficial Owner as defined in
Article XII of the Amended and Restated Certificate of Incorporation of the Corporation shall provide to the Corporation written 







notice as required by Article XII of the Amended and Restated Certificate of Incorporation of the Corporation. Any shares of capital stock so held may be subject to mandatory redemption or
sale in certain events, and certain purported acquisitions of Beneficial Ownership of shares of capital stock in excess of such limitations shall be void ab
initio and shall result in the automatic exchange of the shares of capital stock represented thereby for shares of Excess Stock which shall be held in trust by the Corporation.
A Person who attempts to Beneficially Own shares in violation of the ownership provisions set forth in Section 12.2 of the Corporation's Amended and Restated Certificate of Incorporation shall
have no claim, cause of action or any other recourse whatsoever against a transfer of such shares. All capitalized terms in this legend have the meaning set forth in the Corporation's Amended and
Restated Certificate of Incorporation, a copy of which, including the restrictions on transfer, will be sent without charge to each stockholder who so requests. 


The
Corporation is authorized to Issue 20 million shares of Preferred Stock, which may be issued in one or more series with such terms as the Board of Directors may determine. The Corporation
will furnish to any stockholder without charge, upon request to any Transfer Agent named on the face of this certificate, a full statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights, and the authority of the
Board of Directors to fix and determine the designations, voting rights and preferences, limitations and special rights of the classes and series of shares of the Corporation. 


        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	 	 
	TEN ENT

JT TEN	 	—

—	 	as tenants by the entireties

as joint tenants with right of survivorship and not as tenants in common	 	 	 	
 (Cust.)        (Minor)

under Uniform Gifts 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. 








(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE) 


                                        
        
9% Series C 


Cumulative
Redeemable Preferred Shares, $0.01 par value, 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
                                         
       	 	
 NOTICE: The signature to 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.
	

SIGNATURE(S) GUARANTEED:	
 	

 The signature(s) should 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 R.E.O. Rule 17Ad-15.











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Exhibit 4.2


FORM OF STOCK CERTIFICATE

[FORM OF REVERSE OF CERTIFICATE]