Exhibit 4.1 


CERTIFICATE OF STOCK


[LOGO]


ANNALY CAPITAL MANAGEMENT, INC.


INCORPORATED UNDER THE LAWS OF

THE STATE OF MARYLAND


	
  

 	
  

 
	
 NUMBER

 7.625% SERIES C CUMULATIVE

 REDEEMABLE PREFERRED STOCK

 	
 SHARES

 
	
  

 	
  

 
	
 SEE REVERSE
 FOR

 CERTAIN DEFINITIONS

 CUSIP 035710706

 	
  

 



THIS CERTIFIES
THAT ____________________________________________

is the owner of _________________________________________________

FULLY PAID AND NONASSESSABLE SHARES OF THE 7.625% SERIES C 

CUMULATIVE REDEEMABLE PREFERRED STOCK, $0.01 PAR VALUE, OF ANNALY CAPITAL
MANAGEMENT, INC.

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 Articles of Incorporation,
as amended, and the By-Laws of the Corporation, 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: 


[SEAL OF
ANNALY CAPITAL MANAGEMENT, INC.] 


	
  

 	
  

 
	
 /s/ Nicholas
 Singh

 	
 /s/ Michael
 A.J. Farrell

 
	
 SECRETARY

 	
 CHAIRMAN,
 CHIEF EXECUTIVE

 
	
  

 	
 OFFICER AND
 PRESIDENT

 



COUNTERSIGNED
AND REGISTERED: 

COMPUTERSHARE SHAREOWNER SERVICES LLC

TRANSFER AGENT AND REGISTRAR

BY 






AUTHORIZED SIGNATURE 


     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
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

 	
  

 	
  

 	

 


 	
  

 	

 


 
	
 JT TEN -- as joint tenants with right of

 survivorship and not as tenants

 in common

 	
  

 	
  

 	
 (Cust)

 	
  

 	
 (Minor)

 
	
 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 7.625% SERIES C 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.