PREFERRED STOCK PREFERRED STOCK
NUMBER [LOGO OF EAGLE] SHARES
SEE REVERSE FOR
MORTGAGE TRUST, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
THIS CERTIFIES THAT NYMT
is the holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF PREFERRED STOCK,
$0.01 PAR VALUE PER SHARE, OF
MORTGAGE TRUST, INC.
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 until countersigned by the Transfer Agent and registered by the
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
NTR /s/ MICHAEL I. WIRTH
LISTED EXECUTIVE VICE PRESIDENT,
NYSE CHIEF FINANCIAL OFFICER /s/ STEVEN B. SCHNALL
AND SECRETARY CO-CHIEF EXECUTIVE OFFICER
MORTGAGE TRUST SEAL]
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
, New York
MORTGAGE TRUST, INC.
The Company will furnish to any stockholder upon request and without charge
a full statement of the designations, preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of shares of each class authorized to be
issued and, with respect to the classes of shares which may be issued in series,
the differences in the relative rights and preferences between the shares of
each services, to the extent they have been set. Such request may be made to the
Secretary of the Company at its principal office or to the Transfer Agent.
The securities represented by this certificate are subject to restrictions
on ownership and transfer contained in the Articles of Amendment and Restatement
of the Company (the "Charter") 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. A copy of the Charter and information about the restrictions
in affect will be furnished by the Company to any holder of this certificate
upon request and without charge. All capitalized terms in this legend have the
meanings defined in the Charter of the Company. If the restrictions on ownership
or transfer are violated, the securities represented hereby will be designated
and treated as Shares which will be held in the Charitable Trust by 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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
UNIF GIFT MIN ACT- _____________________________Custodian_____________________
under Uniform Gifts to Minors
UNIF TRF MIN ACT- ________________________Custodian (until age _____________)
____________________________________under Uniform Transfers
to Minors Act _____________________________________________
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)
of the Preferred Stock represented by the within Certificate, and do(es) hereby
irrevocably constitute and appoint _____________________________________________
Attorney to transfer the said Preferred Stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated ___________________________ X ___________________________________
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.
THE SIGNATURES(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKHOLDERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.