ricshelfreg_exh46.htm


    Exhibit 4.6

     

    (Front Side of Common Stock Certificate)

     

    
      
        
          	 
      	 
      	 
      
	
                  NUMBER:

                	 
      	
                  COMMON
      STOCK

                
	RI	 	 


        

      

    

    

    REALTY
INCOME CORPORATION

     

    
      
        
          	 
      	 
      	 
      
	
                   

                	 
      	
                  SEE
      REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER
      INFORMATION

                
	 
      	 
      	 
      
	
                   

                  INCORPORATED UNDER THE LAWS

                  OF
      THE STATE OF MARYLAND

                	 
      THIS
      CERTIFICATE IS TRANSFERABLE IN SOUTH SAINT PAUL, MN.	
                   

                  CUSIP  
      756109 10 4

                  SEE
      REVERSE FOR CERTAIN DEFINITIONS

                   

                


        

      

    

     

    This
certifies that

     

     

    is
the record holder of

     

     

    FULLY
PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $1.00 PAR
VALUE, OF

     

     

    Realty
Income 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 is not

    valid
until countersigned by the Transfer Agent and registered by the
Registrar.

     

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

     

    Dated:

     

    
      
        
          
            
              
                	
                        /s/ DONALD R.
      CAMERON

                      	 	
                         

                      	 	
                         

                      
	CHAIRMAN	 	 	 	 
	 	 	 	 	 
	
                        /s/
      MICHAEL R. PFEIFFER

                      	 	
                         

                      	 	
                         

                      
	
                        SECRETARY

                      	 	 	 	 
	 	 	 	 	 


              

            

          

        

      

    

     

    
      Countersigned
and Registered:

      WELLS
FARGO BANK, N.A.

       

      
        
          
            
              	
                      By:

                    	 	
                      Transfer Agent and Registrar

                    	 	
                      
                        (Corporate
      Seal)

                      

                    
	/s/
      TODD J. MAY	 	 	 	 
	 	 	Authorized
      Signature	 	 


            

          

        

      

    

    
      
        
          
            
              
                
                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (Back Side of Common Stock Certificate)

     

    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. 
Requests for such written statement may be directed to the Secretary of the
Corporation, at the Corporation's principal office.

        
The shares represented by this certificate are subject to the 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 9.8% of
the outstanding Common 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 Common Sharess of the Corporation (by value or
by number of shares, whichever is more restrictive); (iii) no Person may
Beneficially or Constructively Own Common 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 Common 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 Common Shares which causes or will cause a Person to
Benefically or Constructively Own Common Shares in excess of the above
limitations must immediately notify the Corporation.  If any of the
restrictions on transfer or ownership are violated, the Common 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 Common 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.

     

         The
following abbreviations, when used in the inscription of 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

              	 
      	 
      	 
      	 
      	 
      	
                Under
      Uniform Gifts to Minors

              
	 
      	 
      	 
      	 
      	
                survivorship
      and not as tenants

              	 
      	 
      	 
      	 
      	 
      	
                Act___________________

              
	 
      	 
      	 
      	 
      	
                In
      common

              	 
      	 
      	 
      	 
      	 
      	
                            (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 common 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(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