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                                                                     Exhibit 4.1

                            FORM OF STOCK CERTIFICATE

                            PRICE LEGACY CORPORATION



              INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

                                             SEE REVERSE FOR CERTAIN DEFINITIONS
                                             AND NOTICE ON TRANSFER RESTRICTIONS
                                                        CUSIP 74144P 106

THIS CERTIFICATE IS TRANSFERABLE
IN THE CITY OF RIDGEFIELD PARK, NJ OR NEW YORK, NY

This certifies that



is the record holder of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.0001 PAR VALUE PER
SHARE, of

                          PRICE LEGACY CORPORATION

transferable on the books of the Corporation by the holder hereof in person or
by duly authorized Attorney upon surrender of this certificate properly
endorsed. This certificate and the shares represented hereby are subject to all
terms, conditions and limitations of the Charter and By-laws of the Corporation
and all amendments thereto and supplements thereof. This certificate is not
valid until countersigned by the Transfer agent and registered by the Registrar.

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

Dated:
                                              Countersigned and Registered
                                                 MELLON INVESTOR SERVICES LLC
                                                    Transfer Agent and Registrar
                                              BY:

                                                     AUTHORIZED SIGNATURE


                                      SEAL



             SECRETARY                                PRESIDENT



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                                     [BACK]

                            PRICE LEGACY CORPORATION

         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 of 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.

         The shares represented by this certificate are subject to restrictions
on Beneficial and Constructive Ownership and 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 (the "Code"). Subject to certain
further restrictions and except as expressly provided in the Corporation's
Charter, (i) no Person may Beneficially Own in excess of 5% of the outstanding
Capital Shares of the Corporation (by value or by number of shares whichever is
more restrictive); (ii) no Person may Constructively Own in excess of 9.8% of
the outstanding Capital Shares of the Corporation (by value or by number of
shares, whichever is more restrictive); (iii) no Person may Beneficially or
Constructively Own Capital Shares that would result in the Corporation being
"closely held" under Section 856(h) of the Code or otherwise cause the
Corporation to fail to qualify as a REIT; and (iv) no Person may Transfer
Capital Shares if such Transfer would result in the capital stock of the
Corporation being owned by fewer than 100 Persons. Any Person who Beneficially
or Constructively Owns or attempts to Beneficially or Constructively Own Capital
Shares which causes or will cause a Person to Beneficially or Constructively Own
Capital Shares in excess of the above limitations must immediately notify the
Corporation. If any of the restrictions on transfer or ownership are violated,
the Capital Shares represented hereby will be automatically transferred to a
Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In
addition, the Corporation 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 ab initio. All capitalized terms in this legend have the meanings
defined in the Charter of the Corporation, 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 Capital Shares on request and without
charge. Requests for such a copy may be directed to the Secretary of the
Corporation, at the Corporation's principal office.

         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:



<Table>
<S>       <C>                                  <C>
TEN COM   -as tenants in common                UNIF GIFT MIN ACT- _________Custodian__________
                                                                  (Cust)             (Minor)
TEN ENT   -as tenants by the entireties                  under Uniform Gifts to Minors

JT TEN    -as joint tenants with right                   Act________________________________
           of survivorship and not as                                   (State)
           tenants in common
                                               UNIF TRF MIN ACT- ________Custodian (until age____)
                                                                  (Cust)

                                                 _____________________under Uniform Transfers
                                                        (Minor)
                                                    to Minors Act         ______________
                                                                             (State)
</Table>

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    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 POSTAL ZIP CODE, OF ASSIGNEE

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ SHARES
OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSOLIDATE AND APPOINT

_______________________________________________________________________ ATTORNEY
TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE 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:
_________________________________________________

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 17 Ad-15.