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- Number Shares - Sftpa-00_ Organized Under the Laws of the ** ** State of Maryland Starwood Financial Trust Series a Preferred Shares of Beneficial Interest, Par Value $0.01 See Reverse for Certain Definitions This Is to Certify That Is the Owner of Fully Paid and Non-Assessable Shares of the Above Trust Transferable Only on the Books of the Trust by the Holder Thereof in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. Witness, the Seal of the Trust and the Signatures of Its Duly Authorized Officers. Dated December 15, 1998 /S/ /S/ Chief Financial Officer and Secretary Chief Executive Officer and President <page> 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 Unif Gift Min Act - Custodian Ten Ent - As Tenants by the Entireties (Cust) (Minor) Jt Ten - As Joint Tenants With Right of Under Uniform Gifts Survivorship and Not as Tenants to Minors Act in Common Additional Abbreviations May Also Be Used (State) Though Not in the Above List. ==========================beginning of Red Herring============================== 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. ==============================end of Red Herring================================ for Value Received Hereby Sell, Assign, and Transfer Unto (Please Insert Social Security or Other Identifying Number of Assignee) [ ] (Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee) Shares 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 Corporation With Full Power of Substitution in the Premises. Dated: In the Presence Of
