Unassociated Document


    
      	
              NCT
                PrD

            	 	 	SHARES
	
              CERTIFICATE
                NO.

            	 	 	 
	
               

            	 	 	 


    

     

      

              

    NEWCASTLE
      INVESTMENT CORP.

    
      	
              SEE
                REVERSE FOR IMPORTANT NOTICE N TRANSFER RESTRICTIONS AND OTHER
                INFORMATION

            	 	
              A
                CORPORATION FORMED UNDER THE LAWS OF THE STATE OF MARYLAND

              THIS
                CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK

            	 	
              CUSIP
                No. 65105M 405

               

              SEE
                REVERSE FOR CERTAIN DEFINITIONS

            


    

    


    


    THIS
      CERTIFIES THAT 

    


                        
      

    
      	 

              or
                its registered assigns,

              is
                the owner of 

            	
               

            	 


    

     

     

    FULLY
      PAID
      AND NONASSESSABLE SHARES OF 8.375% SERIES D CUMULATIVE REDEEMABLE PREFERRED
      STOCK, LIQUIDATION PREFERENCE
      $25.00 PER SHARE, $.01 PAR VALUE PER SHARE, OF 

    NEWCASTLE
      INVESTMENT CORP.

    (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 are issued and shall be held subject
      to
      the laws of the State of Maryland and to all of the provisions of the charter
      of
      the corporation (the "Charter") and the Bylaws of the Corporation and any
      amendments 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:
      

     

    


    SECRETARY
              CHAIRMAN
      OF THE BOARD

     

    Countersigned
      and Registered

    AMERICAN
      STOCK TRANSFER & TRUST COMPANY

    NEW
      YORK,
      NEW YORK

     

    Transfer
      Agent and Registrar

    Authorized
      Signature

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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 (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 OF THE CORPORATION (THE "CHARTER"), AS MAY BE AMENDED
      FROM TIME TO TIME, 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 OR TO THE TRANSFER AGENT.

    


    THE
      SHARES
      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 ("REIT") UNDER
      THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUBJECT TO CERTAIN
      FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CHARTER, (I) NO
      PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF ANY CLASS OR SERIES
      OF
      THE CORPORATION'S CAPITAL STOCK IN EXCESS OF 8.0 PERCENT OF THE AGGREGATE VALUE
      OF THE OUTSTANDING SHARES OF CAPITAL STOCK OF THE CORPORATION OR IN EXCESS
      OF
      25.0 PERCENT OF THE AGGREGATE NUMBER OF SHARES OF SERIES D PREFERRED STOCK,
      IN
      EACH CASE UNLESS SUCH PERSON IS AN EXCEPTED HOLDER OR SERIES D EXCEPTED HOLDER
      (IN WHICH CASE THE EXCEPTED HOLDER LIMIT OR SERIES D EXCEPTED HOLDER LIMIT,
      AS
      THE CASE MAY BE, SHALL BE APPLICABLE); (II) NO PERSON MAY BENEFICIALLY OR
      CONSTRUCTIVELY OWN CAPITAL STOCK THAT WOULD RESULT IN THE CORPORATION BEING
      "CLOSELY HELD" UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE
      CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (III) NO PERSON MAY TRANSFER
      SHARES OF CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK
      OF
      THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO
      BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR
      CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A PERSON
      TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OR
      IN
      VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION.
      IF
      ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SHARES OF
      CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE
      OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION,
      UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF
      THE
      RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND
      HAVE THE MEANINGS DEFINED IN THE CHARTER, 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________

                                                                                          
                (Cust)                        
                (Minor)

            
	
              TEN
                ENT - as tenants by the entireties

            	
              under
                Uniform Gifts to Minors 

            
	
              JT
                TEN - as joint tenants with right of survivorship

              and
                not as tenants in common 

            	
              Act______________________

              (State)

            
	
              Additional
                abbreviations may also be use though not in the above
                list.

            


    

     

    


    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 zip code, of
      assignee)

    ___________________________________________________________________________________________________________________________

    


    ___________________________________________________________________________________________________________________________

    


    ___________________________________________________________________________________________________________________________

     

    
      SHARES
        OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATES, AND DO HEREBY
        IRREVOCABLY CONSTITUTE AND APPOINT
        ________________________________________________________________________
        ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED 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 CHANGE WHATEVER.


      

       

       

    

    
      
        	 	Signatures(s) Guaranteed: 	__________________________________________________
	 	 	
                THE
                  SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
                  (BANKS, STOCKBROKERS,
                  SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
                  IN
                  AN
                  APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C.
                  RULE
                  17Ad-15.