EX-4.1





 Exhibit 4.1 

SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER 

RESTRICTIONS AND OTHER INFORMATION 

CERTIFICATE OF STOCK 
 ARLINGTON
ASSET INVESTMENT CORP. 
 INCORPORATED UNDER THE LAWS OF 

THE COMMONWEALTH OF VIRGINIA 
  

			
	NUMBER	  	SHARES

 8.250% SERIES C FIXED-TO-FLOATING RATE
CUMULATIVE REDEEMABLE PREFERRED STOCK 
 SEE REVERSE FOR 

CERTAIN DEFINITIONS 
 CUSIP 041356 700 

THIS CERTIFIES THAT
                                         is the
owner of                                         
FULLY PAID AND NONASSESSABLE SHARES OF THE 8.250% SERIES C FIXED-TO-FLOATING RATE CUMULATIVE REDEEMABLE PREFERRED STOCK., $0.01 PAR VALUE, OF ARLINGTON ASSET INVESTMENT
CORP., a Virginia 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 ARLINGTON ASSET INVESTMENT CORP.]	 		 	
			
	  
	 		 	  

	CHIEF FINANCIAL OFFICER	 		 	PRESIDENT AND CHIEF EXECUTIVE OFFICER

 COUNTERSIGNED AND REGISTERED: 

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC 
 TRANSFER
AGENT AND REGISTRAR 
 BY 
 AUTHORIZED SIGNATURE 












 IMPORTANT NOTICE 

The shares of Series C Preferred Stock represented by this certificate are subject to restrictions on transfer for the purpose of the
Corporation’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”), and for certain other purposes under the Code. No Person may (i) Beneficially Own or
Constructively Own shares of Series C Preferred Stock in excess of 9.9% of the number of outstanding shares of Series C Preferred Stock, (ii) Beneficially Own shares of Series C Preferred Stock that would result in the shares of Equity Stock
being beneficially owned by fewer than 100 Persons (determined without reference to any rules of attribution), (iii) Beneficially Own shares of Series C Preferred Stock that would result in the Corporation being “closely held” under
Section 856(h) of the Code, (iv) Constructively Own shares of Series C Preferred Stock that would cause the Corporation to Constructively Own 10% or more of the ownership interests in a tenant of the Corporation’s real property,
within the meaning of Section 856(d)(2)(B) of the Code, or (v) Beneficially Own shares of Series C Preferred Stock that would result in the shares of Series C Preferred Stock being Beneficially Owned by a Disqualified Organization. Any
Person who attempts to Beneficially Own or Constructively Own shares of Series C Preferred Stock in excess of the above limitations must immediately notify the Corporation in writing. If the restrictions above are violated, the shares of Series C
Preferred Stock represented hereby will be transferred automatically and by operation of law to a Trust and shall be designated Shares-in-Trust. All capitalized terms in
this legend have the meanings defined in the Charter of the Corporation, as the same may be further amended from time to time, a copy of which, including the restrictions on transfer, will be sent without charge to each shareholder who so requests.

 All capitalized terms in this legend have the meanings defined in the Charter of the Corporation, as the same may be amended from time to
time, a copy of which will be furnished to each holder of capital stock of the Corporation on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its principal office. 

The Corporation will furnish to any stockholder of the Corporation upon request and without charge a full statement of the designations,
rights, preferences, and limitations applicable to each class of stock and the variations in rights, preferences and limitations determined for each series within a class (and the authority of the board of directors to determine variations for
future series). Any such requests should be addressed in writing to the Secretary of the Corporation. 
 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 8.250% SERIES C 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.