Exhibit 4.2


 




	
  

  	
  PREFERRED A
  MARYLAND REAL ESTATE INVESTMENT TRUST CUSIP 203233 40 8 THIS CERTIFIES THAT
  is the registered holder of FULLY PAID AND NONASSESSABLE 61/2% SERIES D
  CUMULATIVE CONVERTIBLE PREFERRED SHARES OF BENEFICIAL INTEREST IN
  COMMONWEALTH REIT a Maryland real estate investment trust (the “Trust”),
  transferable on the books of the Trust by the holder hereof in person or by
  its duly authorized attorney upon surrender of this Certificate properly
  endorsed. This Certificate and the shares evidenced hereby are issued and
  shall be held subject to all of the provisions of the Declaration of Trust
  and Bylaws of the Trust and any amendments thereto. The holder of this
  Certificate and every transferee or assignee hereof by accepting or holding
  the same agrees to be bound by all of the provisions of the Declaration of
  Trust and Bylaws of the Trust, as amended from time to time. 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
  executed on its behalf by its duly authorized officers. Dated: TREASURER AND
  CHIEF FINANCIAL OFFICER COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK, N.A.
  TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE HRD AMERICAN FINANCIAL
  PRINTING INCORPORATED – MINNEAPOLIS THE DECLARATION OF TRUST PROVIDES THAT
  THE NAME “CommonWealth REIT” REFERS TO THE TRUSTEES UNDER THE DECLARATION OF
  TRUST, COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND NO
  TRUSTEE, SHAREHOLDER, EMPLOYEE OR AGENT OF THE TRUST SHALL BE HELD TO ANY
  PERSONAL LIABILITY, JOINTLY OR SEVERALLY, IN CONNECTION WITH THIS INSTRUMENT.
  ALL PERSONS DEALING WITH THE TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS
  OF THE TRUST FOR PAYMENT OF ANY SUM OR PERFORMANCE OF ANY OBLIGATION. 61/2%
  SERIES D CUMULATIVE CONVERTIBLE PREFERRED SHARES $.01 PAR VALUE PER SHARE
  61/2% SERIES D CUMULATIVE CONVERTIBLE PREFERRED SHARES $.01 PAR VALUE PER
  SHARE SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION
  MANAGING TRUSTEE AND PRESIDENT 

  






 















	
  

  	
  COMMONWEALTH
  REIT IMPORTANT NOTICE PURSUANT AND SUBJECT TO THE TERMS OF THE AMENDED AND
  RESTATED DECLARATION OF TRUST OF THE TRUST, AS AMENDED FROM TIME TO TIME (THE
  “DECLARATION”), THE TRUST HAS THE AUTHORITY TO CREATE ONE OR MORE ADDITIONAL
  CLASSES OR SERIES OF SHARES AND ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS
  OR SERIES OF SHARES. THE TRUST WILL FURNISH A FULL STATEMENT OF (i) THE
  AUTHORITY OF THE TRUST TO CREATE ADDITIONAL CLASSES OR SERIES OF SHARES AND
  ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES, (ii) THE
  TERMS OF ANY EXISTING CLASS OR SERIES OF SHARES, AND (iii) SUCH OTHER
  INFORMATION AS IS REQUIRED BY APPLICABLE LAW, WITHOUT CHARGE TO ANY
  SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE TRUST. THE SHARES EVIDENCED
  BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER
  WHICH ARE OR MAY HEREAFTER BE CONTAINED IN THE DECLARATION OR IN THE AMENDED
  AND RESTATED BYLAWS ADOPTED BY THE TRUST, AS AMENDED FROM TIME TO TIME (THE
  “BYLAWS”), INCLUDING PROVISIONS WHICH PROHIBIT THE OWNERSHIP OF MORE THAN
  9.8% OF ANY CLASS OR SERIES OF THE TRUST’S SHARES OF BENEFICIAL INTEREST BY
  ANY PERSON OR GROUP. THIS DESCRIPTION OF THE RESTRICTIONS UPON OWNERSHIP OR
  TRANSFER OF THE TRUST’S SECURITIES IS NOT COMPLETE. A MORE COMPLETE
  DESCRIPTION OF THESE RESTRICTIONS AND OF VARIOUS RIGHTS AND OBLIGATIONS OF
  SHAREHOLDERS APPEARS IN THE DECLARATION OR BYLAWS, AS APPLICABLE, AND IN
  CERTAIN OTHER AGREEMENTS WHICH MAY FROM TIME TO TIME BE ENTERED INTO BY THE
  TRUST AFFECTING THE RIGHTS AND OBLIGATIONS OF SHAREHOLDERS. COPIES OF THE
  DECLARATION, BYLAWS AND AGREEMENTS AFFECTING THE RIGHTS AND OBLIGATIONS OF
  SHAREHOLDERS AS IN EFFECT FROM TIME TO TIME WILL BE SENT WITHOUT CHARGE TO
  ANY SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE 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 UTMA –  Custodian (Cust) (Minor) TEN ENT – as
  tenants by entireties under Uniform Transfers to Minors JT TEN – as joint
  tenants with right of survivorship Act and not as tenants in common (State)
  Additional abbreviations may also be used though not in above list. For value
  received hereby sell, assign, and transfer unto (PLEASE PRINT OR TYPEWRITE
  NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE) Shares of beneficial
  interest 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 TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
  WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
  ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE GUARANTEED ALL
  GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER)
  WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM
  (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM
  (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE
  DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE. PLEASE INSERT SOCIAL
  SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE