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Exhibit 4.2  


 
 

[FORM OF STOCK CERTIFICATE]    



THIS
CERTIFICATE IS TRANSFERABLE

IN CANTON, MA, JERSEY CITY, NJ

AND NEW YORK CITY, NY 


INCORPORATED
UNDER THE LAWS

OF THE STATE OF DELAWARE 


8.75%
SERIES E CUMULATIVE REDEEMABLE PREFERRED STOCK

PAR VALUE $.01 PER SHARE

(LIQUIDATION PREFERENCE $25.00 PER SHARE) 


CUSIP
#601148 40 6 


SEE
REVERSE FOR CERTAIN RESTRICTIONS

AND DEFINITIONS 


[LOGO
OF THE MILLS CORPORATION] 


THE
MILLS CORPORATION 


This
Certifies that
                                         
                                          
              



is
the owner of                                       



fully
paid and non-assessable shares of the 8.75% Series E Cumulative Redeemable Preferred Stock 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 the restrictions
on transfer noted on the reverse hereof. This Certificate and the shares which it represents are issued and are and shall be subject to all the 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
MILLS CORPORATION 


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 hereby 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 —	 	                Custodian                
	TEN ENT	 	—	 	as tenants by the entireties	 	 	 	(Cust.)                        (Minor)
	JT TEN	 	—	 	as joint tenants with right	 	 	 	under Uniform Gifts to Minors
	 	 	 	 	of survivorship and not as	 	 	 	Act                                       
 
	 	 	 	 	tenants in common	 	 	 	                                (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 capital 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 Corporation with full power of substitution in the premises. 



	Dated	 	 	 	X	 	 
	 	 	
	 	 	 	

	

 	
 	

 	
 	

X	
 	


	 	 	 	 	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:	
 	

X	
 	

 
	 	 	 	 	

	 	 	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.











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