EX-4.9



 Exhibit 4.9 

SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER 

RESTRICTIONS AND OTHER INFORMATION 

CERTIFICATE OF STOCK 
 [LOGO] 

ANNALY CAPITAL MANAGEMENT, INC. 

INCORPORATED UNDER THE LAWS OF 

THE STATE OF MARYLAND 
  

					
	 NUMBER
	  	 	SHARES	 

 6.50% SERIES G FIXED-TO-FLOATING RATE CUMULATIVE REDEEMABLE PREFERRED STOCK 

SEE REVERSE FOR CERTAIN DEFINITIONS 
 CUSIP 035710 862 

THIS CERTIFIES THAT
                                         
        is the owner of
                                         
        FULLY PAID AND NONASSESSABLE SHARES OF THE 6.50% SERIES G FIXED-TO-FLOATING RATE CUMULATIVE REDEEMABLE PREFERRED STOCK, $0.01 PAR VALUE, OF ANNALY CAPITAL MANAGEMENT, INC., a Maryland corporation (the
“Corporation”) transferable on the books of the Corporation by the holder hereof in person or by 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 the provisions of the Charter and Bylaws of the Corporation, each as amended (copies of which are on file at the office of the Transfer Agent), to all of which the holder of this Certificate by acceptance hereof
assents. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. 
 WITNESS the facsimile seal of the
Corporation and the facsimile signatures of its duly authorized officers. 
 Dated: **SPECIMEN** 

 

					
	 [SEAL OF ANNALY CAPITAL MANAGEMENT, INC.]
	 		  	
			
	 	 		  	 
	 CHIEF LEGAL OFFICER AND SECRETARY
	 		  	CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT

 COUNTERSIGNED AND REGISTERED: 

COMPUTERSHARE SHAREOWNER SERVICES LLC 
 TRANSFER AGENT AND
REGISTRAR 
 BY:
                                         
                    
 AUTHORIZED SIGNATURE 







 IMPORTANT NOTICE 

THE SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR THE PURPOSE OF THE COMPANY’S
MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE COMPANY’S ARTICLES OF AMENDMENT AND RESTATEMENT PROVIDE THAT ANY SALE, TRANSFER, GIFT, ASSIGNMENT, DEVICE OR OTHER DISPOSITION
OF CAPITAL STOCK OF THE COMPANY THAT, IF EFFECTIVE, WOULD RESULT IN ANY PERSON OR ENTITY BENEFICIALLY OWNING IN EXCESS OF 9.8%, IN NUMBER OF SHARES OR VALUE, OF ANY CLASS OF SHARES OF THE OUTSTANDING CAPITAL STOCK OF THE COMPANY, SHALL BE VOID AB
INITIO AS TO THE TRANSFER OF SUCH SHARES OF CAPITAL STOCK REPRESENTING BENEFICIAL OWNERSHIP OF SHARES OF CAPITAL STOCK IN EXCESS OF SUCH OWNERSHIP LIMIT, AND THE INTENDED TRANSFEREE SHALL ACQUIRE NO RIGHTS IN SUCH SHARES OF CAPITAL STOCK. 

THE COMPANY WILL FURNISH TO ANY STOCKHOLDER OF THE COMPANY UPON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF (1) THE DESIGNATIONS AND
ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE; AND (2) WITH
RESPECT TO THE CLASSES OF STOCK WHICH MAY BE ISSUED IN SERIES, A FULL STATEMENT OF (A) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET; AND (B) THE AUTHORITY OF THE
BOARD OF DIRECTORS TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. 
 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 survivorship and not as tenants in common
	  	 Under Uniform Gifts to Minors
 Act
                    

		  	            (State)

 Additional abbreviations may also be used 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 

6.50% SERIES G FIXED-TO-FLOATING RATE CUMULATIVE REDEEMABLE PREFERRED STOCK represented by the within Certificate, 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. 

Signature(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.