<PAGE>
                                                                     EXHIBIT 4.1




[LEGEND] NUMBER AR          ARBOR REALTY TRUST, INC.        [LEGEND] SHARES

                      SHARES OF COMMON STOCK    SEE REVERSE FOR IMPORTANT NOTICE
INCORPORATED IN THE  Par Value $.01 per share       ON TRANSFER RESTRICTIONS
 STATE OF MARYLAND                                    AND OTHER INFORMATION

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This Certifies that




is the owner of
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            FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF

                            ARBOR REALTY TRUST, INC.

(the "Corporation") transferable on the books of the Corporation by the holder
hereof in person or by its duly authorized Attorney when surrender of this
certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be held subject to all of the provisions of the
charter of the Corporation (the "Charter") and the Bylaws of the Corporation and
any amendments thereto.

                              CERTIFICATE OF STOCK

      This certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.

      Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

Dated _____, 200[_]                                           [LEGEND]

                        [LEGEND] Arbor Realty Trust, Inc.
                                      SEAL
                               STATE OF MARYLAND                       PRESIDENT
COUNTERSIGNED AND REGISTERED:                                 [LEGEND]
   AMERICAN STOCK TRANSFER & TRUST COMPANY
       (NEW YORK, N.Y.) TRANSFER AGENT
                         AND REGISTRAR                                 SECRETARY
BY:
                         AUTHORIZED SIGNATURE
<PAGE>
                                IMPORTANT NOTICE

      The Corporation will furnish to any stockholder, on request and without
charge, a full statement of the information required by Section 2-21l(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 Corporation has authority to issue and, if the
Corporation is authorized to issue any preferred or special class in series, (i)
the differences in the relative rights and preferences between the shares of
each series to the extent set, and (ii) the authority of the Board of Directors
to set such rights and preferences of subsequent series. 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 Corporation, a copy of which will be sent
without charge to each stockholder who so requests. Such request must be made to
the Secretary of the Corporation at its principal office or to the Transfer
Agent.

      The shares represented by this certificate are subject to restrictions on
Beneficial and Constructive Ownership and 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"). Subject to certain
further restrictions and except as expressly provided in the Corporation's
Charter, (i) no Person Beneficially or Constructively Owns shares of the
Corporation's Common Stock in excess of 9.6 percent (in value or number of
shares) of the outstanding shares of Common Stock of the Corporation unless such
Person is an Excepted Holder (in which case the Excepted Holder Limit shall be
applicable); (ii) no Person may Beneficially or Constructively Own Shares of
Capital Stock of the Corporation in excess of 9.6 percent of the value of the
total outstanding shares of Capital Stock of the Corporation, unless such Person
is an Excepted Holder (in which case the Excepted Holder Limit shall be
applicable); (iii) no Person may Beneficially or Constructively Own Capital
Stock that would result in the Corporation being "closely held" under Section
856(h) of the Code or otherwise cause the Corporation to fail to qualify as a
REIT; and (iv) no Person may Transfer shares of Capital Stock if such Transfer
would result in the Capital Stock of the Corporation being owned by fewer than
100 Persons. Any Person who Beneficially or Constructively Owns or attempts to
Beneficially or Constructively Own shares of Capital Stock which causes or will
cause a Person to Beneficially or Constructively Own shares of Capital Stock in
excess or in violation of the above limitations must immediately notify the
Corporation. If any of the restrictions on transfer or ownership are violated,
the shares of Capital Stock represented hereby will be automatically transferred
to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries
or, upon the occurrence of certain events, attempted Transfers in violation of
the restrictions described above may be void ab initio. 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, including the
restrictions on transfer and ownership, will be furnished to each holder of
Capital Stock of the Corporation on request and without charge.

      Prior to the date (i) the Common Stock qualifies as a class of "publicly
offered securities," or (ii) the Corporation complies with another available
exception under the plan assets regulation issued by the Department of Labor,
the sale, transfer or disposition of shares of Common Stock or interests therein
will not be permitted unless, following such sale, transfer or disposition, no
such share of Common Stock or interest therein is held by any (i) employee
benefit plan , as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA;
(ii) plan described in Section 4975 of the Code, that is subject to Section 4975
of the Code; (iii) entity whose underlying assets include the investment of
assets by a plan described in (i) or (ii) in such entities; or any (iv) entity
that otherwise constitutes a "benefit plan investor" within the meaning of the
plan assets regulation that is subject to Title I of ERISA or Section 4975 of
the Code.

      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:

<TABLE>
<S>                                                     <C>
        TEN COM -- as tenants in common                 UNIF GIFT/TRANS MIN ACT-_______________Custodian_______________
        TEN ENT -- its tenants by the entireties                                         (Cust)                     (Minor)
        JT TEN --  as joint tenants with right of                                         under Uniform Gifts/Transfers to Minors
                   survivorship and not as tenants                                        Act _____________
                   in common                                                                      (State)
</TABLE>

     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  [LEGEND]

                 ______________________________________


                 ______________________________________


               _______________________________________________________________
                    (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP
                    CODE, OF ASSIGNEE)


               _______________________________________________________________

               _______________________________________________________________

               __________________________________________________________ Shares

               of beneficial interest represented by the within Certificate,
               and do hereby irrevocably constitute and appoint


               ________________________________________________________ Attorney

               to transfer the said shares on the books of the within named
               Trust with full power of substitution in the premises.

               Dated ___________________

                        _______________________________________________
               NOTICE:  THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH
                        THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE
                        IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
                        OR ANY CHANGE WHATEVER.

               SIGNATURE(S) GUARANTEED

               By __________________________________________________________
<PAGE>
                  THE SIGNATURE(S) MUST 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.


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