exv4w1



 



Exhibit 4.1





	The Series B Preferred Shares represented by this certificate are subject to
restrictions on transfer 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 (the “Code”).
Subject to certain further restrictions and except as provided in the Declaration
of Trust (defined below), no Person may (i)
Beneficially or Constructively Own Common Shares in excess of 8.3% (or such other
percentage as may be determined by the
Board of Trustees) of the number of outstanding Common Shares, unless such Person
is the Excluded Holder (in which case the
Excluded Holder Limit shall be applicable); (ii) Beneficially or Constructively Own
Preferred Shares of any series of Preferred
Shares in excess of 9.8% of the number of outstanding Preferred Shares of such
series; (iii) Beneficially Own Equity Shares that
would result in the Equity Shares being beneficially owned by fewer than 100
Persons (determined without reference to any rules
of attribution); (iv) Beneficially Own Equity Shares that would result in the Trust
being “closely held” under Section 856(h) of the
Code; or (v) Constructively Own Equity Shares that would cause the Trust to
Constructively Own 10% or more of the ownership
interests in a tenant of the Trust’s real property, within the meaning of Section
856(d)(2)(B) of the Code. Any Person who attempts
to Beneficially or Constructively Own shares of Equity Shares in excess of the
above limitations must immediately notify the Trust
in writing. If any restrictions above are violated, the Equity Shares represented
hereby will be transferred automatically to a Share
Trust and shall be designated Shares-in-Trust to a trustee of a trust for the
benefit of one or more charitable beneficiaries. In
addition, 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
Declaration of Trust (defined below), a copy of which,
including the restrictions on transfer, will be sent without charge to each
shareholder who so requests. Such requests must be
made to the secretary of the Trust at its principal office or to the transfer agent.




	RAIT INVESTMENT TRUST




	8.375% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES OF BENEFICIAL INTEREST
PAR VALUE $.01 PER SHARE




	of beneficial interest (the “Series B Preferred
Shares”) of RAIT INVESTMENT TRUST (the
“Trust”), a statutory real estate investment
trust formed under the laws of the State of
Maryland, representing undivided beneficial
interests in the Trust. Subject to the
restrictions set forth in Article VII of the
declaration of trust of the Trust, as
previously amended and as the same may be
further amended, corrected or supplemented from
time to time (the “Declaration of Trust”), the
Series B Preferred Shares are transferable on
the books and records of the Trust, in person
or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and
in proper form for transfer.




	The designations, preferences, rights,
voting powers, restrictions, limitations as to
dividends or other distributions,
qualifications, and terms and
conditions of redemption of the Series B
Preferred Shares are set forth in, and this
certificate and the Series B Preferred Shares
represented hereby are issued and shall in all
respects be subject to the terms and provisions
of, the Declaration of Trust.




	Upon receipt of this certificate, the
Holder is bound by the Declaration of Trust and
is entitled to the benefits thereunder.




	This certificate is not valid unless
countersigned and registered by the Transfer
Agent and Registrar.




	IN WITNESS WHEREOF, the Trust has caused
this certificate to be signed in facsimile by
its duly authorized officers.




	Countersigned and Registered by:
AMERICAN STOCK TRANSFER & TRUST COMPANY,
TRANSFER AGENT AND REGISTRAR




	By:




	AUTHORIZED SIGNATURE




	SECRETARY CHIEF EXECUTIVE OFFICER




	AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR:
VERONICA GLIATTI
931-490-1706
711 ARMSTRONG LANE PROOF OF SEPTEMBER 30, 2004
COLUMBIA, TENNESSEE 38401 RAIT INVESTMENT TRUST
(931) 388-3003 TSB 19030 FC
SALES: C. SHARKEY 302-731-7088 Operator: Ron
/ ETHER 19 / LIVE JOBS / R / RAIT INVEST 19030 FC            Rev. 1
PLEASE INITIAL THE            AS IS OK WITH CHANGES MAKE
APPROPRIATE SELECTION FOR            CHANGES AND SEND ANOTHER
THIS PROOF: OK            PROOF
Colors Selected for Printing:
Intaglio prints in SC-13 Red.
COLOR: This proof was printed from a digital file or artwork on a graphics quality, color
laser printer. It is a good representation of the color as it will appear on the final
product.
However, it is not an exact color rendition, and the final printed product may appear
slightly different from the proof due to the difference between the dyes and printing ink.








 









 








     THE TRUST WILL FURNISH TO ANY SHAREHOLDER 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 OR
DISTRIBUTIONS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE
SHARES OF EACH CLASS WHICH THE TRUST 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 A SERIES WHICH THE TRUST IS AUTHORIZED TO ISSUE,
TO THE EXTENT THEY HAVE BEEN SET, AND OF THE AUTHORITY OF THE BOARD OF TRUSTEES
TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OF A PREFERRED
OR SPECIAL CLASS OF SHARES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE
TRUST OR TO ITS TRANSFER AGENT.



     KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR
DESTROYED, THE TRUST 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:





	 	 	 
	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	                                
	

	 	(Cust)
	 	(Minor)
	 	 	under Uniform Gifts to Minors
	 	 	Act                                                         
	

	 	(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, the undersigned hereby sell(s), assign(s) and transfer(s)unto









PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE















of the Series B Preferred Shares represented by the within Certificate, and do
hereby irrevocably constitute(s) and appoint(s)




                                                                                                                  Attorney to transfer the said
Series B Preferred Shares on the books of the Trust with full power of
substitution in the premises.




	 	 	 	 	 
	Dated:

	 	

	 	

	

	 	 	 	Assignor
	 
	 	 	 	 
	

	 	

	 	

	 
	 	 	 	Assignor
	 In
presence of

	 	 
	 	 
	 
	 	

	 	 







	 	 	 
	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.