Exhibit 4.1




	
  

  	
  CERTIFICATE OF
  STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND SEE REVERSE FOR
  CERTAIN DEFINITIONS AND IMPORTANT NOTICE OF TRANSFER RESTRICTIONS AND OTHER
  INFORMATION CUSIP 756109 80 7 THIS CERTIFIES THAT is the owner of FULLY PAID
  AND NON-ASSESSABLE SHARES OF 6.625% MONTHLY INCOME CLASS F CUMULATIVE
  REDEEMABLE PREFERRED STOCK, $0.01 PAR VALUE, OF REALTY INCOME CORPORATION
  transferable on the books of the Company by the holder hereof in person or by
  Attorney upon surrender of this certificate properly endorsed. This
  certificate is not valid until countersigned and registered by the Transfer
  Agent and Registrar. This certificate and the shares represented hereby are
  issued and are subject to all of the provisions of the Charter and the Bylaws
  of the Company and any amendments thereto. IN WITNESS WHEREOF, the said
  Company has caused this certificate to be signed by facsimile signatures of
  its duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED: WELLS
  FARGO BANK, N.A. TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE PF
  AMERICAN FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS SECRETARY CHAIRMAN 

  






 
















	
  

  	
  IMPORTANT
  NOTICE CLASSES OF STOCK THE COMPANY IS AUTHORIZED TO ISSUE TWO CLASSES OF
  STOCK WHICH ARE DESIGNATED AS COMMON STOCK AND PREFERRED STOCK. THE PREFERRED
  STOCK MAY BE ISSUED IN ONE OR MORE SERIES OR CLASSES. THE BOARD OF DIRECTORS
  IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS
  OF EACH SERIES OR CLASS OF PREFERRED STOCK BEFORE THE ISSUANCE OF ANY SUCH
  SERIES OR CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE,
  TO ANY SHAREHOLDER MAKING A REQUEST THEREFOR, A COPY OF THE COMPANY’S CHARTER
  AND 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 COMPANY HAS THE AUTHORITY TO ISSUE AND, SINCE
  THE COMPANY IS AUTHORIZED TO ISSUE PREFERRED STOCK IN SERIES OR CLASSES, (i)
  THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF
  EACH SERIES OR CLASS TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD
  OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OR
  CLASSES. REQUEST FOR SUCH WRITTEN STATEMENT MUST BE DIRECTED TO THE SECRETARY
  OF THE COMPANY AT ITS PRINCIPAL OFFICE. 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 COMPANY. RESTRICTION ON OWNERSHIP AND
  TRANSFER THE SHARES OF 6.625% MONTHLY INCOME CLASS F CUMULATIVE REDEEMABLE
  PREFERRED STOCK (“CLASS F PREFERRED STOCK”) REPRESENTED BY THIS CERTIFICATE
  ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND
  TRANSFER FOR THE PURPOSE, AMONG OTHERS, OF THE COMPANY’S MAINTENANCE OF ITS
  STATUS AS A REAL ESTATE INVESTMENT TRUST 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
  OWN SHARES OF THE COMPANY’S CLASS F PREFERRED STOCK IN EXCESS OF 9.8% (BY
  VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE
  OUTSTANDING CLASS F PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY
  CONSTRUCTIVELY OWN SHARES OF THE COMPANY’S CLASS F PREFERRED STOCK IN EXCESS
  OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF
  THE OUTSTANDING CLASS F PREFERRED STOCK OF THE COMPANY; (iii) NO PERSON MAY
  BENEFICIALLY OR CONSTRUCTIVELY OWN CLASS F PREFERRED STOCK THAT, TAKING INTO
  ACCOUNT ANY OTHER STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED
  BY SUCH PERSON, WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER
  SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY
  AS A REIT; AND (iv) NO PERSON MAY TRANSFER CLASS F PREFERRED STOCK IF SUCH
  TRANSFER WOULD RESULT IN THE STOCK OF THE COMPANY BEING BENEFICIALLY OWNED BY
  FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR
  ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN CLASS F PREFERRED STOCK WHICH
  CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN CLASS F
  PREFERRED STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY
  THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP REFERRED TO
  IN CLAUSE (i), (ii) OR (iii) ABOVE ARE VIOLATED, THE CLASS F PREFERRED STOCK
  REPRESENTED HEREBY IN EXCESS OF SUCH RESTRICTIONS WILL BE AUTOMATICALLY
  TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE
  CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE
  TERMS AND CONDITIONS SPECIFIED IN THE TERMS OF THE CLASS F PREFERRED STOCK
  AND AS OTHERWISE SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION
  IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER
  EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, 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
  WHICH ARE DEFINED IN THE TERMS OF THE CLASS F PREFERRED STOCK SHALL HAVE THE
  MEANINGS ASCRIBED TO THEM IN SUCH TERMS, AS THE SAME MAY BE AMENDED FROM TIME
  TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND
  OWNERSHIP, AND ANY OTHER INFORMATION REQUIRED BY SECTION 2-211(d) OF THE
  CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND, WILL
  BE FURNISHED TO EACH HOLDER OF CLASS F PREFERRED STOCK ON REQUEST AND WITHOUT
  CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE
  COMPANY AT THE COMPANY’S PRINCIPAL OFFICE. 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 COMPANY. 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 UTMA – Custodian (Cust) (Minor)
  TEN ENT – as tenants by the entireties under Uniform Transfers/Gifts to
  Minors JT TEN – as joint tenants with right of survivorship Act and not as
  tenants in common (State) Additional abbreviations may also be used though
  not in above list. For value received hereby sell, assign, and transfer unto
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
  Shares of the capital 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 X X 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 WHATSOEVER.
  SIGNATURE GUARANTEED ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION
  (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER
  AGENTS MEDALLION PROGRAM (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC.
  MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM
  (“SEMP”) AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT
  ACCEPTABLE. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
  ASSIGNEE