Exhibit 4.3


 




	
  

  	
  PREFERRED A
  MARYLAND REAL ESTATE INVESTMENT TRUST SEE REVERSE FOR IMPORTANT NOTICE ON
  TRANSFER RESTRICTIONS AND OTHER INFORMATION 203233 6 06 THIS CERTIFIES THAT
  is the registered holder of FULLY PAID AND NONASSESSABLE 71⁄4% SERIES E
  CUMULATIVE REDEEMABLE PREFERRED SHARES, $.01 PAR VALUE PER SHARE, 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 or supplements
  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 or
  supplemented 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 CWE 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. 71⁄4% Series
  E Cumulative Redeemable Preferred Shares, $.01 par value per share 71⁄4% Series
  E Cumulative Redeemable Preferred Shares, $.01 par value per share 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