exv4w1






Exhibit 4.1




FORM OF CERTIFICATE FOR 7.750%

SERIES A CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES




			
	Number _________
	 	____________ Shares

CUSIP 33610F 307






SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS




FIRST POTOMAC REALTY TRUST



a Real Estate Investment Trust Organized Under the Laws of the State of Maryland



	 	 	 

	THIS CERTIFIES THAT
	 	 
	 

	 	 




is the owner of                                                                   
              



FULLY PAID AND NONASSESSABLE 7.750% SERIES A CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES,
LIQUIDATION PREFERENCE $25.00 PER SHARE, $0.001 PAR VALUE PER SHARE, OF




FIRST POTOMAC REALTY TRUST



(the “Trust”), transferable on the books of the Trust 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 issued and shall be held subject to all of the provisions of the
Declaration of Trust of the Trust and any amendments thereto. This Certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.



Dated:                     




	 	 	 

	 
	 
	 

	 	 
	SECRETARY

	 	CHIEF EXECUTIVE OFFICER





Countersigned and Registered:




	 	 	 

	 

	 	American Stock & Transfer Company

Transfer Agent and Registrar



















 





FIRST POTOMAC REALTY TRUST




     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
	 	 	 	under Uniform Gifts to Minors
	 	 	and not as tenants in common	 	 	 	Act of

	 

	 	 	 	 	 	 	 	(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)



_________________ of the 7.750% Series A Cumulative Redeemable Perpetual Preferred Shares
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 Trust 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) MUST 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
	 	 	 	 






 









 






     The Series A Preferred Shares represented by this Certificate are subject to restrictions on
Beneficial and Constructive Ownership and Transfer. Subject to certain further restrictions and
except as expressly provided in the Trust’s Declaration of Trust, as amended, no Person may
Beneficially or Constructively Own in excess of 9.8% (in value or number of shares, whichever is
more restrictive) of the Trust’s Series A Preferred Shares and no Person may Beneficially or
Constructively Own Shares with an aggregate value in excess of 8.75% of the value of the
outstanding Shares. If these or the other restrictions on transfer or ownership are violated, the
Series A Preferred Shares represented hereby will automatically become Excess Shares or a purported
Transfer in violation of the restrictions could be void ab initio. In addition, the
Trust may take other actions, including redeeming Shares upon the terms and conditions specified by
the Trustees in their sole and absolute discretion if the Trustees determine that ownership or a
Transfer or other event may violate the restrictions described above.



     The securities represented by this certificate are subject to restrictions on ownership and
transfer contained in the Declaration of Trust of the Trust for the purpose of the Trust’s
maintenance of its status as a real estate investment trust under the Internal Revenue Code of
1986, as amended. A copy of the Declaration of Trust and information about the restrictions in
effect will be furnished by the Trust to any holder of this certificate upon request and without
charge. All capitalized terms in this legend have the meanings defined in the Declaration of Trust
of the Trust. If the restrictions on ownership or transfer are violated, the securities
represented hereby will be designated and treated as Excess Shares which will be held in the
Charitable Trust by the Trust.



     The Trust will furnish to any shareholder upon request and without charge a full statement of
the designations and any preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends or distributions, qualifications and the terms and conditions of
redemption of the shares of each class authorized to issue and, with respect to the classes of
shares which may be issued in series, the differences in the relative rights and preferences
between the shares of each series, to the extent they have been set. Such request may be made to
the Secretary of the Trust or to the Transfer Agent.