Exhibit 4.4


 


CERTIFICATE OF STOCK


 





 DYNEX CAPITAL,
INC.


 


INCORPORATED UNDER THE LAWS OF


THE COMMONWEALTH OF VIRGINIA


 


	NUMBER C-	 	SHARES
	 	 
	 	 	($25 Liquidation Preference)
	
        THIS CERTIFICATE MAY BE PRESENTED

        FOR TRANSFER IN CHARLOTTE, N.C.
        OR

        IN NEW YORK, N.Y.

         

        TRANSFER RESTRICTIONS ON REVERSE
        SIDE

         
	 	
        SEE REVERSE FOR

        CERTAIN DEFINITIONS

         

        CUSIP 26817Q878

         



 


THIS CERTIFIES THAT __________________ is the record
holder of __________________ FULLY PAID AND NONASSESSABLE SHARES OF THE 6.900% SERIES C FIXED-TO-FLOATING RATE CUMULATIVE REDEEMABLE PREFERRED
STOCK, $0.01 PAR VALUE, OF DYNEX CAPITAL, INC. (the “Corporation”) transferable on the books of the Corporation
in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar.


 


WITNESS the facsimile signatures of the Corporation’s
duly authorized officers.


 


Dated:


 


	/s/ Byron L. Boston	/s/ Stephen J. Benedetti
	Byron L. Boston	Stephen J. Benedetti
	PRESIDENT	SECRETARY


 


COUNTERSIGNED AND REGISTERED:


COMPUTERSHARE SHAREOWNER SERVICES LLC


TRANSFER AGENT AND REGISTRAR


 


By: /s/


 


AUTHORIZED SIGNATURE


 




     


     


    

 


TRANSFER RESTRICTIONS


 


THE SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO RESTRICTIONS ON TRANSFER. IN ACCORDANCE WITH THE CORPORATION’S ARTICLES OF INCORPORATION, ANY ACQUISITION
OF SHARES OF THE CORPORATION’S CAPITAL STOCK THAT COULD OR WOULD (I) CAUSE THE CORPORATION TO BE DISQUALIFIED AS A REAL ESTATE
INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“REIT”), (II) RESULT IN THE IMPOSITION OF A PENALTY
TAX (A “PENALTY TAX”) ON THE CORPORATION (INCLUDING THE IMPOSITION OF AN ENTITY-LEVEL TAX ON ONE OR MORE REAL ESTATE
MORTGAGE INVESTMENT CONDUITS (“REMICS”) IN WHICH THE CORPORATION HAS ACQUIRED OR PLANS TO ACQUIRE AN INTEREST) OR (III)
ENDANGER THE TAX STATUS OF ONE OR MORE REMICS IN WHICH THE CORPORATION HAS ACQUIRED OR PLANS TO ACQUIRE AN INTEREST WILL BE NULL
AND VOID TO THE FULLEST EXTENT PERMITTED BY LAW, AND THE INTENDED TRANSFEREE WILL BE DEEMED NEVER TO HAVE HAD AN INTEREST IN SUCH
SHARES.


 


FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS
STATUS AS A REIT, THE CORPORATION’S ARTICLES OF INCORPORATION PROHIBIT ANYONE FROM OWNING IN THE AGGREGATE, DIRECTLY OR INDIRECTLY,
MORE THAN 9.8% OF THE OUTSTANDING SHARES OF THE CORPORATION’S CAPITAL STOCK, UNLESS AN EXEMPTION IS APPROVED BY THE CORPORATION’S
BOARD OF DIRECTORS.


 


THE CORPORATION MAY REQUIRE EVIDENCE OF A PROPOSED TRANSFEREE’S
STATUS AND OWNERSHIP INTEREST BEFORE PERMITTING ANY TRANSFER AND MAY REDEEM ANY SHARES HELD IN VIOLATION OF THE PRECEDING PARAGRAPHS.
THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER WITHOUT CHARGE A FULL STATEMENT OF THE TRANSFER RESTRICTIONS UPON REQUEST TO THE
SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.


 


THE CORPORATION WILL FURNISH TO THE STOCKHOLDER INFORMATION
REGARDING THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS APPLICABLE TO EACH CLASS OF ITS CAPITAL STOCK ON REQUEST
AND WITHOUT CHARGE. SUCH REQUEST MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.


 


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN
OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.


 


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

        TEN ENT

        JT TEN
	
        -as tenants in common

        -as tenants by the entireties

        -as joint tenants with right

        of survivorship and not as

        tenants in common
	UNIF GIFT MIN ACT -	                       Custodian                    
	 	
           
        (Cust)                            
        (Minor)

         

	
        under Uniform Gifts to Minors Act

         
	 
	 	 	
        (State)

         
	 
	 	 	UNIF TRANS MIN ACT-	                      Custodian                    
	 	 	 	
           
        (Cust)                          
         (Minor)

         

	 	 	under Uniform Transfers to Minors Act

                                                
	 
	 	 	
        

        (State)

        
	 


 


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 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:


 


	By:	                                                                     
	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.