Form of Certificate.



 EXHIBIT 4.1 
  

[FRONT OF CERTIFICATE] 
  

	 7.80% SERIES E CUMULATIVE
 REDEEMABLE PREFERRED STOCK
 $.01 PAR VALUE
	 	 	 	 7.80% SERIES E CUMULATIVE
 REDEEMABLE PREFERRED STOCK
 $.01 PAR VALUE

	 	 	 	 	 
	NUMBER	 	[GRAPHIC]	 	SHARES
	 KRC
	 	 	 	 
	 	 	 	 	 
			
	 THIS CERTIFICATE IS
 TRANSFERABLE IN THE CITIES OF
 RIDGEFIELD PARK, NJ OR NEW YORK,
NY
	 	 	 	 SEE REVERSE FOR IMPORTANT
 NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION

	
	KILROY REALTY CORPORATION
	INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
	 	 	 	 	CUSIP 49427F 40 5
			
	 THIS CERTIFIES THAT
	 	 	 	 
			
	 IS THE RECORD HOLDER OF
	 	 	 	 

  
 FULLY PAID AND
NONASSESSABLE SHARES OF 7.80% SERIES E CUMULATIVE REDEEMABLE 
 PREFERRED STOCK, PAR VALUE $.01 PER SHARE, OF 
  
 CERTIFICATE OF STOCK 
  
 Kilroy Realty Corporation (the “Company”) transferable on the
books of the Company 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 held subject to all of the
provisions of the charter of the Company (the “Charter”) and the Bylaws of the Company and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 

 
 In Witness Whereof, the Company 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
	 	 	 	 
	 BY:
	 	 	 	 	 	 
	 	 	[SEAL]	 	[ILLEGIBLE]	 	[ILLEGIBLE]
	 	 	 	 	 EXECUTIVE VICE PRESIDENT,
 CHIEF FINANCIAL OFFICER AND SECRETARY
	 	 PRESIDENT AND
 CHIEF EXECUTIVE OFFICER

	 AUTHORIZED SIGNATURE
	 	 	 	 








 [BACK OF CERTIFICATE] 
  
 CLASSES OF STOCK 
  
 THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK, THE BOARD
OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER
MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER
DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS AND SERIES, (i) THE DIFFERENCES IN
THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES, REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO
THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. 
  
 RESTRICTION ON OWNERSHIP AND TRANSFER 
  
 THE
SHARES OF SERIES E PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST
UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES E PREFERRED STOCK, (i) NO PERSON MAY BENEFICIALLY OWN
SHARES OF THE COMPANY’S SERIES E PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES E PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY CONSTRUCTIVELY OWN SHARES OF THE
COMPANY’S SERIES E PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES E PREFERRED STOCK OF THE COMPANY; (iii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES E
PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE
COMPANY TO FAIL TO QUALIFY AS A REIT; AND (iv) NO PERSON MAY TRANSFER SERIES E PREFERRED STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE COMPANY BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY
OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES E PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES E PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE
COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SERIES E PREFERRED STOCK REPRESENTED HEREBY IN EXCESS OF SUCH RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE
CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY
VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AS INITIO. ALL TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE ARTICLES
SUPPLEMENTARY FOR THE SERIES E PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN SUCH ARTICLES SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE
FURNISHED TO EACH HOLDER OF SERIES E PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. 
  
 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	 	 	 	 	 	 	 	(Cust)	 	(Minor)                          
	JT TEN	 	—	 	 as joint tenants with right of
 survivorship and not as tenants
 in common
	 	 	 	 	 	 	 	 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

	 
	

	 
	 
	


  
                                       
                                        
                                        
                                        
                                        
                    
 (PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE) 
  
                                       
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
      Shares 
 of the Series E Preferred 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 Company with full power of substitution in the premises, 
  

	 Dated
	 	  


	 	 	 

  

	X	  	  


	X	  	  


	 NOTICE
	  	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) 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) 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 S.E.C. RULE 17Ad-15.