Exhibit 4.1


 


	Number *0*	Shares *0*


 


SEE REVERSE FOR
IMPORTANT NOTICE  


ON TRANSFER RESTRICTIONS AND OTHER INFORMATION


 


	 	THIS CERTIFICATE IS TRANSFERABLE	CUSIP 55272X 409
	 	     IN THE CITIES OF ______________


 


MFA FINANCIAL, INC.


a Corporation Formed Under the Laws of the
State of Maryland


 


THIS CERTIFIES THAT
**Specimen** is the owner of **Zero (0)** fully paid and nonassessable shares of 7.50% Series B Cumulative Redeemable Preferred
Stock, $.01 par value per share (“Series B Preferred Stock”), of


 


MFA Financial, Inc.


 


(the “Corporation”) transferable on the books of
the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the
charter of the Corporation (the “Charter”) and the Bylaws of the Corporation and any amendments or supplements thereto.
This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.


 


IN WITNESS WHEREOF,
the Corporation has caused this Certificate to be executed on its behalf by its duly authorized officers.


 


DATED: __________________


 


	Countersigned and Registered:	 	 
	Transfer Agent	 	 	(SEAL)
	and Registrar 	 	President
	 	 	 
	By:	 	 	 	 
	 	Authorized Signature	 	Secretary	 
	 	 	 	 	 






    	 



    	 



    

 


IMPORTANT NOTICE


 


The Corporation will furnish to any stockholder,
on request and without charge, a full statement of the information required by Section 2-211(b) of the Corporations and Associations
Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption
of the stock of each class which the Corporation has authority to issue and, if the Corporation is authorized to issue any preferred
or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the
extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent series. The foregoing
summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Charter, a copy of
which will be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the Corporation
at its principal office.


 


The securities represented by this certificate
are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose of the Corporation’s maintenance
of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended (the “Code”). Except
as otherwise provided in the Charter of the Corporation, (1) no Person may Beneficially Own or Constructively Own shares of Series
B Preferred Stock in excess of 9.8% (in value or number, whichever is more restrictive) of the outstanding shares of Series B Preferred
Stock of the Corporation; (2) no Person may Beneficially Own or Constructively Own shares of Equity Stock in excess of 9.8% (in
value or number) of the outstanding Capital Stock of the Corporation; or (3) there shall be no Transfer or other event that would
cause a violation of the Ownership Limit, that would result in Equity Stock of the Corporation being Beneficially Owned by fewer
than 100 persons or that would result in the Corporation’s being “closely held” under section 856(h) of the Code.
Any Person who violates, or attempts to Beneficially Own or Constructively Own shares of Equity Stock in excess of, the above limitations
must immediately notify the Corporation in writing. If the restrictions on transfer or ownership are violated, the shares of Equity
Stock represented hereby will be automatically converted into shares of Excess Stock which will be held in trust for the benefit
of one or more Charitable Beneficiaries as provided in the Charter. 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 Charter of the Corporation, as the same may be amended from time to time, a copy of which, including the
restrictions on transfer and ownership, will be furnished to each holder of Capital Stock of the Corporation on request and without
charge.


 


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF
IT IS LOST, STOLEN OR DESTROYED, THE CORPORATION 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	UNIF GIFT MIN ACT ______	Custodian ________
	TEN ENT	-	as tenants by the entireties	                            (Custodian)	              (Minor)
	JT TEN	-	as joint tenants with right of survivorship 	Under the Uniform Gifts to   	_________________
		 	and not as tenants in common	Minors Act of	(State)


 


FOR VALUE RECEIVED, ________________HEREBY SELLS, ASSIGNS AND
TRANSFERS UNTO __________________________________________________________________________________________________________________


(NAME & ADDRESS, INCLUDING ZIP CODE
& SS# OR OTHER IDENTIFYING # OF ASSIGNEE) __________________________________________________________________________________________________________________


 


________________________ (____________)
shares of stock of the Corporation represented by this Certificate and does hereby irrevocably constitute and appoint ________________________ attorney
to transfer the said shares on the books of the Corporation, with full power of substitution in the premises.


 


Dated: _______________________


 


	 	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 OTHER CHANGE.