Prime Retail Watch

from 10-K ~20 pages Warrant Agreement

from 10-K ~20 pages Warrant Agreement

from S-8 1 page 1998 Long-Term Stock Incentive Plan

from SC 13D/A ~10 pages Indenture or similar

from S-3 1 page <page> Incorporated Under the Laws of the State of Maryland [Number] [Shares] [Eagle] Prime Retail, Inc. This Certifies That *** Specimen *** Is the Owner of Full Paid and Non-Assessable Shares of Series C Cumulative Convertible Redeemable Preferred Stock of Prime Retail, Inc. Transferable on the Books of the Corporation in Person or by Duly Authorized, Attorney Upon Surrender of This Certificate Properly Endorsed. in Witness Whereof, the Said Corporation Has Caused This Certificate to Be Signed by Its Duly Authorized Officers, This Day of , A.D. 19 [Seal] Secretary President <page> for Value Received, ___ Hereby Sell, Assign and Transfer Unto 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 19 in Presence Of

from 8-K 1 page Indenture or similar

from 10-K 1 page Exhibit 4.3 (Stock Cert. C0396)

from 10-K 1 page Exhibit 4.2 (Stock Cert. Pb0164)

from 10-K 1 page Exhibit 4.1 (Stock Cert. Pa0081)

from S-8 ~5 pages Consulting Agreement Dated July 3, 1996