Exhibit
4.1


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN
INTEREST HEREIN.


TRANSFERS OF THIS SECURITY SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE ARTICLES SUPPLEMENTARY AND DECLARATION REFERRED TO BELOW.


IN CONNECTION WITH ANY TRANSFER, THE
HOLDER WILL DELIVER TO THE TRANSFER AGENT AND REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT AND REGISTRAR AND
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR THE PURPOSE OF THE
COMPANY’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY SUCCESSOR STATUTE (THE “CODE”).  NO PERSON
SHALL BENEFICIALLY OWN SERIES D
FLEXIBLE CUMULATIVE REDEEMABLE PREFERRED SHARES (“SERIES D PREFERRED SHARES”)
WHICH, TAKING IN ACCOUNT ANY SHARES OF BENEFICIAL INTEREST OF THE COMPANY OF
ANY OTHER CLASS OR SERIES BENEFICIALLY OWNED BY SUCH PERSON, WOULD CAUSE SUCH PERSON
TO BENEFICIALLY OWN, IN THE
AGGREGATE, IN EXCESS OF 9.8%, IN NUMBER OF SHARES OR VALUE, OF THE OUTSTANDING
SHARES OF BENEFICIAL INTEREST OF THE COMPANY UNLESS THE BOARD OF TRUSTEES, BY SPECIFIC
FURTHER ACTION, DETERMINES, IN ITS SOLE DISCRETION AND UPON SUCH CONDITIONS AS
IT MAY IMPOSE, THAT SUCH LIMITATIONS WILL NOT APPLY TO SUCH PERSON. 
IN ADDITION, NO PERSON
SHALL BENEFICIALLY OWN SERIES D
PREFERRED SHARES WHICH, TAKING INTO ACCOUNT ANY SHARES OF BENEFICIAL INTEREST
OF THE COMPANY OF ANY OTHER CLASS OR SERIES BENEFICIALLY
OWNED BY SUCH PERSON,
WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” WITHIN THE MEANING OF CODE, OR
OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REAL ESTATE INVESTMENT
TRUST UNDER THE CODE.  IF AT ANY TIME
THERE IS A PURPORTED TRANSFER OR
OTHER CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY SUCH THAT ANY PERSON WOULD BENEFICIALLY OWN SERIES D PREFERRED SHARES, TOGETHER WITH
SHARES OF BENEFICIAL INTEREST OF THE COMPANY OF ANY OTHER CLASS OR SERIES, IN
VIOLATION OF THE CONDITIONS SET FORTH IN THESE TRANSFER RESTRICTIONS, THEN ANY
SUCH PURPORTED TRANSFER SHALL BE
VOID AB  INITIO AND SUCH SHARES OF BENEFICIAL INTEREST RESULTING
IN THE VIOLATION OF THE CONDITIONS SET FORTH IN THESE TRANSFER RESTRICTIONS
SHALL CONSTITUTE EXCESS SHARES
AND BE TREATED AS PROVIDED IN ARTICLE IV OF THE COMPANY’S DECLARATION OF
TRUST.  FURTHERMORE, THE SERIES D
PREFERRED SHARES MAY NOT BE PURCHASED OR HELD BY EMPLOYEE BENEFIT PLANS THAT ARE
SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED, PLANS, INDIVIDUAL RETIREMENT ACCOUNTS AND OTHER ARRANGEMENTS THAT
ARE SUBJECT TO SECTION 4975 OF THE CODE OR ENTITIES WHOSE UNDERLYING ASSETS ARE
CONSIDERED TO INCLUDE “PLAN ASSETS” OF SUCH EMPLOYEE BENEFIT PLANS, PLANS,
ACCOUNTS OR ARRANGEMENTS (EACH, A “PLAN”). 
THE SALE, TRANSFER OR DISPOSITION OF THE SERIES D PREFERRED SHARES TO A
PLAN IS PROHIBITED, AND ANY SUCH SALE, TRANSFER OR DISPOSITION TO A PLAN SHALL
BE VOID AB INITIO.  ALL ITALICIZED
TERMS


 





















 


IN THIS LEGEND HAVE THE MEANINGS
DEFINED IN THE COMPANY’S DECLARATION OF TRUST, A COPY OF WHICH, INCLUDING
RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH SHAREHOLDER WHO
SO REQUESTS.


 


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  Number:
  PD-1

  	
   

  	
  100,000 Shares

  
	
   

  	
   

  	
  CUSIP NO.: 151895 40 6

  
	
   

  	
   

  	
  ISIN: US1518954060

  






 


SERIES D FLEXIBLE CUMULATIVE REDEEMABLE PREFERRED SHARES 

OF

CENTERPOINT PROPERTIES TRUST


CENTERPOINT PROPERTIES
TRUST, a Maryland real estate investment trust (the “Company”), hereby certifies
that CEDE & CO. (the “Holder”) is the registered owner of 100,000 fully
paid and non-assessable Series D Flexible Cumulative Redeemable Preferred
Shares, par value $0.001 per share, of the Company (the “Series D Preferred
Shares”). The Series D Preferred Shares have an initial stated value of $1,000
per share. The Series D Preferred Shares are transferable on the books and
records of the transfer agent and registrar, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in proper form
for transfer. The designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Series D Preferred Shares represented
hereby shall in all respects be subject to the provisions of the Declaration of
Trust of the Company, as the same may be amended from time to time in
accordance with its terms (the “Declaration”), and the Articles Supplementary
of the Company relating to the Series D Preferred Shares dated December __,
2004, as the same may be amended from time to time in accordance with its terms
(the “Articles Supplementary”). Capitalized terms used herein but not defined
shall have the respective meanings given them in the Articles Supplementary.
The Company will provide a copy of the Declaration and the Articles
Supplementary to the Holder without charge upon written request to the Company
at its principal place of business.


Reference is hereby made
to select provisions of the Series D Preferred Shares set forth on the reverse
hereof, and to the Declaration and the Articles Supplementary, which select
provisions and the Declaration and the Articles Supplementary shall for all
purposes have the same effect as if set forth in this certificate.


Upon receipt of this certificate, the Holder is bound by the
Declaration and the Articles Supplementary and is entitled to the benefits
thereunder. Unless the Transfer Agent’s valid countersignature appears hereon,
the Series D Preferred Shares evidenced hereby shall not be entitled to any
benefit under the Declaration and the Articles Supplementary or be valid or
obligatory for any purpose.


 


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IN WITNESS WHEREOF, the Company has executed this Series D Preferred
Share certificate as of the date set forth below.


 


	
   

  	
  CENTERPOINT
  PROPERTIES TRUST

  
	
   

  	
  By: ________________________________

  
	
   

  	
  Name: Michael M.
  Mullen

  
	
   

  	
  Title: President,
  Chief Operating Officer, Trustee

  
	
   

  	
   

  
	
   

  	
  By:
  ________________________________

  
	
   

  	
  Name: Paul S.
  Fisher

  
	
   

  	
  Title: Executive
  Vice President, Secretary, Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  Dated: December
  __, 2004

  



 


COUNTERSIGNED AND REGISTERED


Equiserve Trust Company, N.A.

as Transfer Agent,


By: _______________________

Authorized Signatory


Dated: December __, 2004


 


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CENTERPOINT
PROPERTIES TRUST


SERIES D
FLEXIBLE CUMULATIVE REDEEMABLE PREFERRED SHARES


Distributions on each
Series D Preferred Share shall be payable in cash at the rate per annum set
forth as provided in the Articles Supplementary.


The Series D Preferred Shares are not convertible into any other class
or series of the Company’s Common Shares or any other securities of, or
interest in, the Company. The Company will furnish to any shareholder, 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 (i) 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 shares of beneficial interest for each class or series which
the Company has authority to issue, (ii) the differences in the relative rights
and preferences between the shares of each class to the extent set, and (iii)
the authority of the Board of Trustees of the Company to set such rights and
preferences of subsequent class.  The
foregoing summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the declaration of trust of the
Company, as may be amended from time to time, a copy of which will be sent
without charge to each shareholder who so requests.  Such request must be made to the secretary of
the Company at its principal office or to the transfer agent.


 


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ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned assigns and transfers the Series D Preferred Shares evidenced
hereby to:


                                                                                                                                                                                                


                                                                                                                                                                                                


(Insert assignee’s social security or tax
identification number)


                                                                                                                                                                                                


                                                                                                                                                                                                


(Insert address and zip code of assignee)


                                                                                                                                                                                                


                                                                                                                                                                                                


and irrevocably appoints:


                                                                                                                                                                                                


agent to transfer the Series D Preferred Shares
evidenced hereby on the books of the Transfer Agent and transfer agent and
registrar. The agent may substitute another to act for him or her.


Date:                                                       


Signature:                                              


(Sign exactly as your name appears on the other side
of this Preferred Share Certificate)


Signature Guarantee: 
                                                         


                                


* Signature must
be guaranteed by an “eligible guarantor institution” (i.e., a bank,
stockbroker, savings and loan association or credit union) meeting the
requirements of the Transfer Agent and Registrar, which requirements include
membership or participation in the Securities Transfer Agents Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by
the Transfer Agent and Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.


 


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SCHEDULE A


SCHEDULE
OF EXCHANGES FOR GLOBAL SECURITY


The initial number of
Series D Preferred Shares represented by this Global Preferred Share shall be
100,000. The following exchanges of a part of this Global Preferred Share have
been made:


	
  Date of Exchange

  	
   

  	
  Amount of decrease in number of
  Series D Preferred Shares represented by this Global Preferred Share

  	
   

  	
  Amount of increase in number of
  Series D Preferred Shares represented by this Global Preferred Share

  	
   

  	
  Number of Series D Preferred
  Shares represented by this Global Preferred Share following such decrease or
  increase

  	
   

  	
  Signature of authorized officer
  of Transfer Agent and Registrar

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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