Form of Common Stock Certificate


 FORM OF FRONT OF CERTIFICATE 
  

	 	 	 	 	 COMMON STOCK
	  	[CATELLUS LOGO]	  	COMMON STOCK	 	 
	 	 	 	 	 INCORPORATED UNDER THE LAWS
 OF THE STATE OF DELWARE
	  	 	  	 	 	 
	 	 	 NUMBER
	 	 	  	 	  	 	 	SHARES
	 C
	 	 	 	 	  	 	  	 SEE REVERSE FOR
 CERTAIN DEFINITIONS
	 	 
	 	 	 	 	 	  	 	  	 	 	 
	 	 	 	 	CATELLUS DEVELOPMENT CORPORATION	 	 
	 	 	 	 	 	  	A Real Estate Investment Trust	  	 	 	 
						
	 	 	 	 	 THIS CERTIFIES THAT
	  	 	  	CUSIP 149113 10 2	 	 
						
	 	 	 	 	IS THE OWNER OF	  	 	  	 	 	 
	 	 	 	 	 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.01 PER SHARE,
OF
 Catellus Development 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 and registered by the Transfer Agent and Registrar.
 Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
	 	 [corporate seal]
  

	 	 	 	 	Dated:	 	 
					
	 	 	 	 	COUNTERSIGNED AND REGISTERED:	  	 	 	 
					
	 	 	 	 	 AMERICAN STOCK TRANSFER & TRUST COMPANY
	  	 	 	 
					
	 	 	 	 	 TRANSFER AGENT AND REGISTRAR
	  	 	 	 
						
	 	 	 	 	 BY
	  	/s/  Vanessa L. Washington	  	/s/  Nelson C. Rising	 	 
						
	 	 	 	 	 	  	SECRETARY	  	CHAIRMAN AND CEO	 	 
					
	 	 	 	 	 AUTHORIZED SIGNATURE
	  	 	 	American Bank Note Company

  






 Form of Back of Stock Certificate 
  
 CATELLUS DEVELOPMENT CORPORATION 
  
 Any stockholder may obtain, without charge, by request to the Office of the Secretary of the Corporation in San Francisco, California, a
copy of a statement of the rights, preferences, privileges and restrictions granted to or imposed upon each class or series of shares authorized to be issued by the Corporation and upon the holder thereof. 
  
 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
	TEN ENT	 	— as tenants by the entireties
	JT TEN	 	— as joint tenants with right of survivorship and not as tenants in common
	UNIF GIFT MIN ACT	 	—             Custodian             
under Uniform Gifts to Minors Act                            
	 	 	        (Cust)
                                (Minor)
                                        
                                        
             (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 
  
  


	 
	

	 (NAME AND ADDRESS OF TRANSFEREE SHOULD BE PRINTED OR
TYPEWRITTEN)
  

	

	 
	


  
                                       
                                        
                                        
                                        
                                        
      Shares 
  
 represented by the within
Certificate and do hereby irrevocably constitute and appoint 
                                       
                                        
                                        
                                        
                                        
 Attorney 
 to transfer the said Shares on the share register of the within-named Corporation, with full power of substitution in the premises.

  
 Dated
                                        
                 
  
                                       
                                        
         
                                 SIGNATURE     
                                    
  
 The shares of Catellus Development Corporation (the “Company”) represented by this
certificate are subject to restrictions set forth in the Company’s Restated Certificate of Incorporation which prohibit in general (a) any Person (other than a Look-Through Entity) from Beneficially Owning shares of Equity Stock in excess of
the Ownership Limit, (b) any Look-Through Entity from Beneficially Owning shares of Equity Stock in excess of the Look-Through Ownership Limit and (c) any Person from acquiring or maintaining any ownership interest in the stock of the Company that
is inconsistent with (i) the requirements of the Internal Revenue Code pertaining to real estate investment trusts or (ii) the Restated Certificate of Incorporation of the Company, and the holder of this certificate by his/her acceptance hereof
consents to be bound by such restrictions. Capitalized terms used in this paragraph and not defined herein are defined in the Company’s Restated Certificate of Incorporation. 
  
 The Company will furnish without charge, to each stockholder who so requests, a copy of the relevant provisions of the Restated Certificate
of Incorporation and Amended and Restated Bylaws of the Company, a copy of the provisions setting forth the designations, preferences, privileges and rights of each class of stock or series thereof that the Company is authorized to issue and the
qualifications, limitations and restrictions of such preferences and/or rights. Any such request may be addressed to the Secretary of the Company or to the transfer agent named on the face hereof.