EX-4.5



 Exhibit 4.5 
  

			
	 REGISTERED
	  	PRINCIPAL AMOUNT No.:
	 $
	  	
	 CUSIP No.:             
	  	

 Arlington Asset Investment Corp. 

[Designation of Senior Security] 

Arlington Asset Investment Corp., a Virginia corporation (hereinafter called the “Corporation,” which term shall include any
successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, upon presentation, the principal sum of DOLLARS
on                 , and to pay interest on the outstanding principal amount thereon
from                 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears
on                  and              in each year,
commencing                 , at the rate of     % per annum, until the entire principal amount hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Senior Security (or one or more Predecessor Senior Securities) is
registered at the close of business on the Regular Record Date for such interest which shall be the                      or
                     (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Senior Security (or one or more Predecessor Senior Securities) is registered
at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Senior Securities of this series not more than 15 days and not less than 10 days
prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Senior Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. Payment of the principal of, Make-Whole Amount, if any, on, and interest on this Senior Security will be made at the office or agency of the Corporation maintained for that purpose in the City
of                 , State of                 , or elsewhere as provided in the
Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Corporation payment of interest may be made by
(i) check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register kept for the Senior Securities pursuant to Section 305 of the Indenture (the “Security Register”) or
(ii) transfer to an account of the Person entitled thereto located inside the United States. 
 This Senior Security is one of a duly
authorized issue of securities of the Corporation (herein called the “Senior Securities”), issued and to be issued in one or more series under an Indenture, dated as
of                 , 201     (herein called the “Indenture”), between the Corporation
and                 (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to the Senior Securities), to
which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee and the Holders of the Senior
Securities and of the terms upon which the Senior Securities are, and are to be, authenticated and delivered. This Senior Security is one of the series designated as the “[designation of Senior Securities],” limited in aggregate principal
amount to $        . 
 The Senior Securities may be redeemed at any time at the option of the
Corporation, in whole or in part, upon notice of not more than 60 nor less than 30 days prior to the Redemption Date, at a redemption price equal to the sum of (i) the principal amount of the Senior Securities being redeemed plus accrued
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with respect to such Senior Securities. 
 The
following definitions apply with respect to any redemption of the Senior Securities of this series at the option of the Corporation: 

“Make-Whole Amount” means, as determined by the Corporation, in connection with any optional redemption or accelerated payment of
any Senior Security, the excess, if any, of (i) the aggregate present value as of the date of such redemption or accelerated payment of each dollar of principal being redeemed or paid and the amount of interest (exclusive of any interest
accrued to the date of redemption or accelerated payment) that would have been payable in respect of such dollar if such redemption or accelerated payment had not been made, determined by discounting, on a semiannual basis, such principal and
interest at the Reinvestment Rate (determined on the third Business Day preceding the date such notice of redemption is given or declaration of acceleration is made) from the respective dates on which such principal and interest would have been
payable if such redemption or accelerated payment had not been made, over (ii) the aggregate principal amount of the Senior Securities being redeemed or paid. 
  







 “Reinvestment Rate” means .25% (one-fourth of
one percent) plus the arithmetic mean of the yields under the respective headings “This Week” and “Last Week” published in the Statistical Release under the caption “Treasury Constant Maturities” for the maturity
(rounded to the nearest month) corresponding to the remaining life to maturity, as of the payment date of the principal being redeemed or paid. If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely
corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to
the nearest month. For the purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make- Whole Amount shall be used. 

“Statistical Release” means the statistical release designated “H.15 (519)” or any successor publication which is
published weekly by the Federal Reserve System and which establishes yields on actively traded United States government securities adjusted to constant maturities or, if such statistical release is not published at the time of any determination
under the Indenture, then such other reasonably comparable index which shall be designated by the Corporation. 
 The Indenture contains
provisions for defeasance at any time of (a) the entire indebtedness of the Corporation on this Senior Security and (b) certain restrictive covenants and the related defaults and Events of Default applicable to the Corporation, in each
case, upon compliance by the Corporation with certain conditions set forth in the Indenture, which provisions apply to this Senior Security. 

If an Event of Default with respect to the Senior Securities shall occur and be continuing, the principal of, and the Make-Whole Amount, if
any, on, the Senior Securities may be declared due and payable in the manner and with the effect provided in the Indenture. 
 As provided
in and subject to the provisions of the Indenture, the Holder of this Senior Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Senior Securities, the Holders of not less than 25% in principal amount of the Senior Securities at the time
Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in
principal amount of the Senior Securities at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Senior Security for the enforcement of any payment of principal hereof or any interest on or after the respective due dates expressed herein. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Corporation and the rights of the Holders of the Senior Securities under the Indenture at any time by the Corporation and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding Senior
Securities. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Senior Securities at the time Outstanding, on behalf of the Holders of all Senior Securities, to waive compliance by the
Corporation with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Senior Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Senior Security and of any Senior Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Senior Security. 

  
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 No reference herein to the Indenture and no provision of this Senior Security or of the Indenture
shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of, Make-Whole Amount, if any, on, and interest on this Senior Security at the times, place and rate, and in the coin or currency,
herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Senior
Security is registrable in the Security Register, upon surrender of this Senior Security for registration of transfer at the office or agency of the Corporation in any Place of Payment where the principal of, Make-Whole Amount, if any, on, and
interest on this Senior Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Security Registrar for the Senior Securities (the “Security Registrar”) duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Senior Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees. 
 The Senior Securities of this series are issuable only in registered form without coupons in denominations of
$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Senior Securities of this series are exchangeable for a like aggregate principal amount of Senior Securities of this series
of a different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such
registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Senior Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation
or the Trustee may treat the Person in whose name this Senior Security is registered as the owner hereof for all purposes, whether or not this Senior Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected
by notice to the contrary. 
 No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in this Senior
Security, or because of any indebtedness evidenced thereby, shall be had against any promoter, as such or, against any past, present or future shareholder, officer or director, as such, of the Corporation or of any successor, either directly or
through the Corporation or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released
by the acceptance of this Senior Security by the Holder thereof and as part of the consideration for the issue of the Senior Securities. 

All terms used in this Senior Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

THE INDENTURE AND THE SENIOR SECURITIES, INCLUDING THIS SENIOR SECURITY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK. 
 Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the
Corporation has caused “CUSIP” numbers to be printed on the Senior Securities as a convenience to the Holders of the Senior Securities. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the
Senior Securities, and reliance may be placed only on the other identification numbers printed hereon. 
 Unless the certificate of
authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Senior Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed under its
corporate seal this              day of                 ,
         . 
  

			
	Arlington Asset Investment Corp.
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

			
	Attest:	 	
		
	By:	 	  

	Name:	 	  

	Title:	 	  


 [SEAL] 
 TRUSTEE’S
CERTIFICATE OF AUTHENTICATION: 
 This is one of the Senior Securities of the series designated “[designation of Senior
Securities]” pursuant to the within-mentioned Indenture. 
  

			
	  
	 	


			
	                                    
                          ,
	as Trustee


			
		
	By:	 	  



			
	        Authorized Signatory


  
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 ASSIGNMENT FORM 

FOR VALUE RECEIVED, the undersigned hereby 

sells, assigns and transfers unto 
 PLEASE INSERT
SOCIAL 
 SECURITY OR OTHER IDENTIFYING 
 NUMBER OF ASSIGNEE

  

			
	  
	 	
	  
	 	
	 (Please Print or Typewrite Name and Address including Zip Code of Assignee)
	 	

                      the
within Senior Security of Arlington Asset Investment Corp. and              hereby does irrevocably constitute and appoint
                     Attorney to transfer said Senior Security 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 it appears on the first page of the within Senior
Security in every particular, without alteration or enlargement or any change whatever.