<PAGE>   1
       SERIES __                                                SERIES __
       PREFERRED                                                PREFERRED


      THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, N.Y. OR CRANFORD, N.J.

                                     SHARES
   SEE REVERSE FOR CERTAIN DEFINITIONS AND OTHER IMPORTANT INFORMATION
                               CUSIP 374297 ____

                               GETTY REALTY CORP.
          a Corporation formed under the laws of the State of Maryland

THIS CERTIFIES THAT


is the owner of

                fully paid and nonassessable shares of Series __
                 Preferred Stock, $.01 par value per share, of

     GETTY REALTY CORP. (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 held subject to all of the
provisions of the charter of the Corporation (the "Charter") and the Bylaws of
the Corporation and any amendments thereto. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.

     In Witness Whereof, the Corporation has caused this Certificate to be
executed on its behalf by its duly authorized officers.

Dated

/s/ Randi Young Filip
Secretary

/s/ Leo Liebowitz
President

     GETTY REALTY CORP.
     CORPORATE
     SEAL
     MARYLAND
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                                IMPORTANT NOTICE

     The Corporation will furnish to any stockholder on request and without
charge, a full statement of the information required by Section 2-211(b) of the
Corporations and Associations Article of the Annotated Code of Maryland with
respect to the designations and any preferences, conversion and 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 Corporation has authority to issue, and, if the
Corporation is authorized to issue any preferred or special class in 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. The foregoing summary
does not purport to be complete and is subject to and qualified in its entirety
by reference to the charter of the Corporation (the "Charter") a copy of which
will be sent without charge to each stockholder who so requests. Such request
must be made to the Secretary of the Corporation at its principal office or to
the 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
the Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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<CAPTION>
<S>                                                 <C>
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                               under Uniform Gifts to Minors Act of
           survivorship and not as tenants                              ________________________________________
           in common                                                    (State)

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


         FOR VALUE RECEIVED, _________________________________ HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

_____________________________________________


_____________________________________________


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


____________________________________________________(_____________________) sharee of Common Stock of the
Corporation represented by this Certificate and do hereby revocably constitute and appoint

_________________________________________________________________________________________________________
Attorney to transfer the said shares of Common Stock on the books of the Corporation. With full power of
substitution in the premises.

Dated_____________________________________

                                                         _______________________________________________
                                                         NOTICE: This Signature To This Assignment Must
                                                         Correspond With The Name As Written Upon the Face
                                                         Of The Certificate in Every Particular, Without
                                                         Alteration Or Enlargement Of Any
                                                         Change Whatever.

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