Common use of Long-Term Incentive Awards Clause in Contracts

Long-Term Incentive Awards. (i) During the first quarter of calendar year 2019, and during the first quarter of each calendar year thereafter, subject to approval by the Board, AGNC shall grant the Executive a long-term incentive award with an aggregate target fair value of $8,100,000 on the date of grant (the “Target Annual LTIA”). Two-thirds (2/3) of the Target Annual LTIA (the “Performance-Based Award”) shall vest based upon the achievement of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a three-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. The remaining one-third (1/3) of the Target Annual LTIA that does not have Performance-Based Metrics (the “Time-Based Award”) shall vest over a three-year period, with 1/3 of such portion vesting following each of the first, second and third anniversaries of the grant date. Notwithstanding the foregoing, the Target Annual LTIA shall be subject to the terms and conditions of the Equity Plan and the applicable award agreement(s) to be entered into between AGNC and the Executive, which shall be consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the Executive, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC and the Executive (as approved by the Compensation Committee). (ii) In the event that the Executive experiences a Voluntary Termination by reason of the Executive’s retirement pursuant to a succession plan approved by the Compensation Committee (which may include the Executive’s provision of continued services to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows: (A) If the Executive’s Retirement occurs on or after March 15, 2021, the Performance-Based Award, as well as the performance-based portion of any long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested on the same terms as though Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (B) If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion of the Time-Based Award, as well as the unvested portion of any time-based long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested in full upon such Retirement, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (C) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Retirement shall be payable in accordance with the requirements of Section 409A.

Long-Term Incentive Awards. (i) During the first quarter of calendar year 2019, and during the first quarter of each calendar year thereafter2021, subject to approval by the Board, AGNC shall grant the Executive a long-term incentive award with an aggregate target fair value of $8,100,000 on the date of grant 2,125,000 (the “Target Annual LTIA”), which amount reflects the pro-ration of: (i) the rate of the Target Annual LTIA pursuant to the Prior Agreement (which rate is $1,650,000) to reflect the portion of the 2021 calendar year (six months) during which the Executive serves solely as the Executive Vice President, Agency Portfolio Investments of the Company, and (ii) the rate of the Target Annual LTIA for the remaining portion of the 2021 calendar year (six months) during which the Executive serves as the Executive Vice President and Chief Investment Officer of the Company pursuant to this Agreement (which rate shall be $2,600,000). Two-thirds (2/3) During the first quarter of calendar year 2022, and during the first quarter of each calendar year thereafter, the Target Annual LTIA amount shall be $2,600,000. 67% of the Target Annual LTIA (the “Performance-Based Award”) shall vest based upon the achievement of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a three-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. The remaining one-third (1/3) 33% of the Target Annual LTIA that does not have Performance-Based Metrics (the “Time-Based Award”) shall vest over a three-year period, with 1/3 of such portion vesting following each of the first, second and third anniversaries of the grant date. Notwithstanding the foregoing, the each Target Annual LTIA shall be subject to the terms and conditions of the Equity Plan and the applicable award agreement(s) to be entered into between AGNC and the Executive, which shall be consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the ExecutiveExecutive during any such calendar year, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC and the Executive (as approved by the Compensation Committee). (ii) In the event that the Executive experiences a Voluntary Termination by reason of the Executive’s retirement pursuant to a succession plan approved by the Compensation Committee (which may include the Executive’s provision of continued services to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows: (A) If the Executive’s Retirement occurs on or after March 15, 2021, the Performance-Based Award, as well as the performance-based portion of any long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested on the same terms as though Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (B) If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion of the Time-Based Award, as well as the unvested portion of any time-based long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested in full upon such Retirement, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (C) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Retirement shall be payable in accordance with the requirements of Section 409A.

Long-Term Incentive Awards. (i) During the first quarter of calendar year 2019Commencing with annual awards granted to senior executives in 2007, and during the first quarter of each calendar year thereafter, subject to approval by the Board, AGNC Executive shall grant the Executive a be eligible for annual long-term incentive awards throughout the Term under such long-term incentive plans and programs as may be in effect from time to time in accordance with the Company's compensation practices and the terms and provisions of any such plans or programs; provided, that Executive's participation in such plans and programs shall be at a level and on terms and conditions consistent with participation by other senior executives of the Company, as the Board or the Committee shall determine in its sole discretion, with due consideration of Executive's position, awards granted to other senior executives of the Company and competitive compensation data. Notwithstanding, provided that Executive is employed by the Company on the date of grant, Executive shall be granted an annual long-term incentive equity award during the 2007 fiscal year (the "2007 LTI AWARD") having a value on the grant date of not less than 200% of Base Salary. (ii) Fifty percent (50%) of the 2007 LTI Award will be provided in stock appreciation rights settled in shares of the Company's Common Stock (the "2007 SSARS"). The 2007 SSARs will be granted with an aggregate target fair value exercise price equal to the Fair Market Value of $8,100,000 one (1) share of Common Stock on the date of grant (the “Target Annual LTIA”). Two-thirds (2/3) of the Target Annual LTIA (the “Performance-Based Award”) and shall vest based upon the achievement of certain specified performance metrics and become exercisable in three (as determined by the Compensation Committee in its reasonable judgment3) (the “Performance-Based Metrics”) measured over a three-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. The remaining one-third (1/3) of the Target Annual LTIA that does not have Performance-Based Metrics (the “Time-Based Award”) shall vest over a three-year period, with 1/3 of such portion vesting following each of equal installments on the first, second and third anniversaries of the grant date, provided that Executive has been continuously employed by the Company through each such vesting date for such installment to so vest, except as otherwise provided hereunder. Notwithstanding the foregoing, the Target Annual LTIA The number of 2007 SSARs granted shall be subject equal to the terms and conditions quotient of (A) the Equity Plan and the applicable award agreement(s) dollar value to be entered into between AGNC and awarded divided by (B) the Executive, which shall be consistent with Black-Scholes value (or other valuation method) of one (1) share of Common Stock on the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the Executive, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC and the Executive (date as approved determined by the Compensation Committee)Committee or the Board for the valuation of 2007 SSAR grants to other senior executives during the 2007 fiscal year. (iiiii) In the event that the Executive experiences a Voluntary Termination by reason The remaining fifty percent (50%) of the Executive’s retirement pursuant to a succession plan approved 2007 LTI Award will be provided in performance-based restricted stock (the "RESTRICTED STOCK") Such Restricted Stock shall vest in two (2) equal installments on the second and third anniversaries of the grant dated, provided that Executive has been continuously employed by the Compensation Committee (which may include the Executive’s provision of continued services Company through each such vesting date for such installment to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s)so vest, except as follows:otherwise provided hereunder. The actual number of shares of Common Stock awarded to Executive as Restricted Stock will be based on attainment of 2007 financial performance goals, which will be determined by the Committee. (Aiv) If the Executive’s Retirement occurs on or after March 15, 2021, the Performance-Based Award, as well as the performance-based portion of any All long-term incentive awards that may to Executive shall be granted in subsequent years that are then outstandingpursuant to and, if any, shall become vested on the same terms as though Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior extent not contrary to Retirement and the denominator of which will equal twelve (12). (B) If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion of the Time-Based Award, as well as the unvested portion of any time-based long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested in full upon such Retirement, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (C) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) shall be subject to the contrary, any payment for any vested portion all of the Target Annual LTIA terms and any other long-term incentive conditions imposed upon such awards following granted under the Executive’s Retirement shall be payable in accordance with the requirements of Section 409A.Plan.

Long-Term Incentive Awards. (i) During the first quarter of calendar year 2019Commencing with annual awards granted to senior executives in 2007, and during the first quarter of each calendar year thereafter, subject to approval by the Board, AGNC Executive shall grant the Executive a be eligible for annual long-term incentive awards throughout the Term under such long-term incentive plans and programs as may be in effect from time to time in accordance with the Company’s compensation practices and the terms and provisions of any such plans or programs; provided, that Executive’s participation in such plans and programs shall be at a level and on terms and conditions consistent with participation by other senior executives of the Company, as the Board or the Committee shall determine in its sole discretion, with due consideration of Executive’s position, awards granted to other senior executives of the Company and competitive compensation data. Notwithstanding, provided that Executive is employed by the Company on the date of grant, Executive shall be granted an annual long-term incentive equity award during the 2007 fiscal year (the “2007 LTI Award”) having a value on the grant date of not less than 200% of Base Salary. (ii) Fifty percent (50%) of the 2007 LTI Award will be provided in stock appreciation rights settled in shares of the Company’s Common Stock (the “2007 SSARs”). The 2007 SSARs will be granted with an aggregate target fair value exercise price equal to the Fair Market Value of $8,100,000 one (1) share of Common Stock on the date of grant (the “Target Annual LTIA”). Two-thirds (2/3) of the Target Annual LTIA (the “Performance-Based Award”) and shall vest based upon the achievement of certain specified performance metrics and become exercisable in three (as determined by the Compensation Committee in its reasonable judgment3) (the “Performance-Based Metrics”) measured over a three-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. The remaining one-third (1/3) of the Target Annual LTIA that does not have Performance-Based Metrics (the “Time-Based Award”) shall vest over a three-year period, with 1/3 of such portion vesting following each of equal installments on the first, second and third anniversaries of the grant date, provided that Executive has been continuously employed by the Company through each such vesting date for such installment to so vest, except as otherwise provided hereunder. Notwithstanding the foregoing, the Target Annual LTIA The number of 2007 SSARs granted shall be subject equal to the terms and conditions quotient of (A) the Equity Plan and the applicable award agreement(s) dollar value to be entered into between AGNC and awarded divided by (B) the Executive, which shall be consistent with Black-Scholes value (or other valuation method) of one (1) share of Common Stock on the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the Executive, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC and the Executive (date as approved determined by the Compensation Committee)Committee or the Board for the valuation of 2007 SSAR grants to other senior executives during the 2007 fiscal year. (iiiii) In the event that the Executive experiences a Voluntary Termination by reason The remaining fifty percent (50%) of the Executive’s retirement pursuant to a succession plan approved 2007 LTI Award will be provided in performance-based restricted stock (the “Restricted Stock”). Such Restricted Stock shall vest in two (2) equal installments on the second and third anniversaries of the grant dated, provided that Executive has been continuously employed by the Compensation Committee (which may include the Executive’s provision of continued services Company through each such vesting date for such installment to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s)so vest, except as follows:otherwise provided hereunder. The actual number of shares of Common Stock awarded to Executive as Restricted Stock will be based on attainment of 2007 financial performance goals, which will be determined by the Committee. (Aiv) If the Executive’s Retirement occurs on or after March 15, 2021, the Performance-Based Award, as well as the performance-based portion of any All long-term incentive awards that may to Executive shall be granted in subsequent years that are then outstandingpursuant to and, if any, shall become vested on the same terms as though Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior extent not contrary to Retirement and the denominator of which will equal twelve (12). (B) If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion of the Time-Based Award, as well as the unvested portion of any time-based long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested in full upon such Retirement, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (C) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) shall be subject to the contrary, any payment for any vested portion all of the Target Annual LTIA terms and any other long-term incentive conditions imposed upon such awards following granted under the Executive’s Retirement shall be payable in accordance with the requirements of Section 409A.Plan.

Long-Term Incentive Awards. (ia) During the first quarter of calendar year 2019Sign-On Equity Awards. On or before June 30, and during the first quarter of each calendar year thereafter2017, subject to approval by the Board, AGNC shall grant the Executive a will receive long-term incentive award with an aggregate target fair value of $8,100,000 on the date of grant compensation awards (the “Target Annual LTIASign-On Equity Awards”) under the ▇▇▇▇▇ Petroleum Corporation 2017 Omnibus Incentive Plan (the “Equity Plan”). TwoThe Sign-thirds (2/3) of the Target Annual LTIA (the “Performance-Based Award”) shall vest based upon the achievement of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a three-year performance period with the amount of shares and the associated performance targets specified at or before the On Equity Awards will have an aggregate grant date target value of the awardtwo million seven hundred thousand dollars ($2,700,000). If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. The remaining one-third (1/3) of the Target Annual LTIA It is contemplated that does not have Performance-Based Metrics (the “Time-Based Award”) shall vest over a three-year period, with 1/3 of such portion vesting following each of the first, second and third anniversaries of the grant date. Notwithstanding the foregoing, the Target Annual LTIA shall be subject to the terms and conditions of the Sign-On Equity Plan and Awards (including, without limitation, the applicable award agreement(sform of award(s), vesting schedule, performance objectives, restrictive provisions, etc.) to will be entered into between AGNC and the Executive, which shall be consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the Executive, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject substantially similar to the terms and conditions of an applicable to the sign-on equity awards granted to the CEO. The Sign-On Equity Awards will be subject to the Equity Plan and will be memorialized in (and subject to the terms of) written award agreement to be entered into between AGNC and the Executive (as agreements approved by the Compensation CommitteeBoard of Directors of ▇▇▇▇▇ Petroleum (including any committee thereof, the “Board”). (iib) In After March 1, 2020, and subject Executive’s continuing employment under the event terms of this Agreement at that time, Executive will be eligible to receive annual equity awards (“Annual Equity Awards”). The actual grant date target value of any such Annual Equity Awards will be determined in the discretion of the Board after taking into account the Company’s and Executive’s performance and other relevant factors, but it is contemplated that such Annual Equity Awards will have an aggregate grant date target value equal to his Base Salary for the calendar year of grant, subject to the Board’s evaluation of Executive’s performance and then current market compensatory levels and practices. It is further contemplated that the Executive experiences a Voluntary Termination by reason terms and conditions of the Executive’s retirement pursuant to a succession plan approved by Annual Equity Awards (including, without limitation, the Compensation Committee (which may include form of award(s), vesting schedule, performance objectives, restrictive provisions, etc.) will be the Executive’s provision of continued services same as such terms and conditions applicable to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows: (A) If the Executive’s Retirement occurs on or after March 15, 2021, the Performance-Based Award, as well as the performance-based portion of any annual long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested on the same terms as though Executive had remained employed for the remainder to other senior executive officers of the vesting period applicable Company at the time of such grants. The Annual Equity Awards will be subject to such awards the Equity Plan and will be memorialized in (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (B) If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion of the Time-Based Award, as well as the unvested portion of any time-based long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested in full upon such Retirement, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (C) The time of payment for the Target Annual LTIA shall be in accordance with the terms of of) written award agreements approved by the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Retirement shall be payable in accordance with the requirements of Section 409A.Board.

Long-Term Incentive Awards. (i) During the first quarter of calendar year 2019, and during the first quarter of For each calendar year thereafterduring the Term (commencing with calendar year 2026), subject to approval by the Board, AGNC Company shall grant provide the Executive with a longLTI award or awards under the Incentive Plan, in such forms and on such terms as the Committee may determine that are no less favorable than those applicable to, and generally at the same time(s) as, the LTI awards granted to the Company’s other Executive-term incentive award with Level Employees, in an aggregate target fair value of $8,100,000 on the date of grant (the “Target Annual LTIA”). Two-thirds (2/3) of the Target Annual LTIA (the “Performance-Based Award”) shall vest based upon the achievement of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a three-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. The remaining one-third (1/3) of the Target Annual LTIA that does not have Performance-Based Metrics less than $19,500,000 (the “Time-Based AwardAnnual LTI Target Value”) shall vest over a three-year period, with 1/3 of such portion vesting following each of the first, second and third anniversaries of the grant date). Notwithstanding Without limiting the foregoing, the Executive’s Annual LTI Target Annual LTIA Value shall be increased by the Committee as follows: (i) effective for annual LTI grants made during calendar year 2026, the Annual LTI Target Value shall be increased to the greater of (x) $19,500,000 and (y) the 40th percentile of the then-current target grant date value of annual equity incentive awards for Chief Executive Officers in the Company’s then-current Peer Group; (ii) effective for annual LTI grants made during calendar year 2027, the Annual LTI Target Value shall be increased to the greater of (x) the Annual LTI Target Value in effect for the prior calendar year and (y) the 45th percentile of the then-current target grant date value of annual equity incentive awards for Chief Executive Officers in the Company’s then-current Peer Group; (iii) effective for annual LTI grants made during calendar year 2028, the Annual LTI Target Value shall be increased to the greater of (x) the Annual LTI Target Value in effect for the prior calendar year and (y) the 45th percentile of the then-current target grant date value of annual equity incentive awards for Chief Executive Officers in the Company’s then-current Peer Group; and (iv) effective for annual LTI grants made during each of calendar years 2029 and 2030, the Annual LTI Target Value shall be increased to the greater of (x) the Annual LTI Target Value in effect for the prior calendar year and (y) the 50th percentile of the then-current target grant date value of annual equity incentive awards for Chief Executive Officers in the Company’s then-current Peer Group (in each case, subject to the terms and conditions of Executive’s continued employment with the Equity Plan and Company through the applicable grant date and with Peer Group target grant date annual equity incentive award agreement(svalues rounded up to the nearest hundred thousand dollars). In addition, and for the avoidance of doubt, and notwithstanding anything in this Section 3(g) to be entered into between AGNC the contrary, (I) the Committee will have discretion to set performance goals, determine payouts, and otherwise make determinations with respect to the Executive, which shall be ’s LTI awards consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the Executiveunderlying LTI award documents, AGNC and (II) no LTI awards shall instead provide a cash award be granted to the Executive with an equivalent fair value and under equivalent vesting terms, during the period commencing on the date on which shall be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC and either the Executive (as approved by or the Compensation Committee). (ii) In Company provides notice of the event that the Executive experiences a Voluntary Termination by reason termination of the Executive’s retirement pursuant to a succession plan approved by employment for any reason, and ending on the Compensation Committee (date on which may include the Executive’s provision of continued services to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows: (A) If the Executive’s Retirement occurs on or after March 15, 2021, the Performance-Based Award, as well as the performance-based portion of any long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested on the same terms as though Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period)employment terminates; provided, however, that such continued vesting shall only apply if Executive complies with all covenants contained in paragraph 7 solely for purposes of this Agreement for the remainder of the vesting period applicable to clause (II), unless such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period notice is a Retirement Notice (as defined therein); provided further, that with respect to any long-term incentive award granted to Executive in the calendar year below) (in which Executive’s case such notice shall be deemed to have been given on the date on which the Company receives the Retirement occursNotice), such vesting terms notice shall only apply not be deemed to a pro-rated portion of such award in an amount equal have been given any earlier than one hundred and fifteen (115) days prior to the total award multiplied by a fraction, the numerator of date on which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (B) If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion of the Time-Based Award, as well as the unvested portion of any time-based long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested in full upon such Retirement, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12)employment terminates. (C) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Retirement shall be payable in accordance with the requirements of Section 409A.

Long-Term Incentive Awards. (i) During the first quarter of calendar year 20192025, and during the first quarter of each calendar year thereafter, subject to approval by the Board, AGNC shall grant the Executive a long-term incentive award with an aggregate target fair value of $8,100,000 on the date of grant (the “Target Annual LTIA”)LTIA amount shall be $2,100,000. Two-thirds (2/3) 67% of the Target Annual LTIA (the “Performance-Based Award”) shall vest based upon the achievement of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a three-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. The remaining one-third (1/3) 33% of the Target Annual LTIA that does not have Performance-Based Metrics (the “Time-Based Award”) shall vest over a three-year period, with 1/3 of such portion vesting following each of the first, second and third anniversaries of the grant date. Notwithstanding the foregoing, the Target Annual LTIA shall be subject to the terms and conditions of the Equity Plan and the applicable award agreement(s) to be entered into between AGNC and the Executive, which shall be consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the Executive, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC and the Executive (as approved by the Compensation Committee). (ii) In the event that the Executive experiences a Voluntary Termination by reason of the Executive’s retirement pursuant to a succession plan approved by the Compensation Committee (which may include the Executive’s provision of continued services to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”)Termination, the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows: (A) If the Executive’s Retirement occurs on or after March 15, 2021, the Performance-Based Award, as well as the The performance-based portion of any long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Retirement Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement the Voluntary Termination that the Executive was employed prior to Retirement such Voluntary Termination and the denominator of which will equal twelve (12). (B) If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion of the Time-Based Award, as well as the The unvested portion of any time-based long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested in full upon such RetirementVoluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Retirement Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement such Voluntary Termination that the Executive was employed prior to Retirement such Voluntary Termination and the denominator of which will equal twelve (12). (Ciii) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Retirement Voluntary Termination shall be payable in accordance with the requirements of Section 409A.

Long-Term Incentive Awards. (i) During Sign-On Equity Awards. Executive will receive equity awards pursuant to the first quarter Company’s Second Amended and Restated 2007 Performance Incentive Plan (the “2007 Plan”) or the Company’s new equity incentive award plan (subject to approval of calendar such plan at the shareholder meeting in fiscal year 20192017), as applicable, as follows (the “Sign-On Equity Awards”): (x) on January 3, 2017, a non-qualified stock option having a Black-Scholes ▇▇▇▇▇ ▇▇▇▇ ▇▇ir value of $400,000, of which 25% shall vest on each of the first, second, third and fourth anniversaries of the date of grant, subject to continued employment through each such vesting date; (y) on January 3, 2017, time-vested restricted stock units having a grant date fair value of $200,000, of which 25% shall vest on each of the first, second, third and fourth anniversaries of the date of grant, subject to continued employment through each such vesting date; and (z) during the first quarter of each calendar year thereafterfiscal 2017, performance share units (PSUs) representing that number of shares of the Company’s common stock (at target) equal to $400,000 divided by the closing price of the Company’s common stock on January 3, 2017 (such PSU grant shall be subject to approval by of the Board, AGNC shall grant the Executive a long-term Company’s new equity incentive award with an aggregate target fair value of $8,100,000 on plan at the date of grant (the “Target Annual LTIA”shareholder meeting in fiscal year 2017). TwoThe PSU award will cli▇▇-thirds (2/3) ▇▇▇▇ ▇▇ the end of a three-year performance cycle, generally subject to Executive’s continued employment through the Target Annual LTIA (applicable vesting date, with the “Performance-Based Award”) shall vest number of PSUs earned and issued to be determined based upon the on achievement of certain specified EBITDA and ROIC threshold, target or maximum performance metrics objectives. Specific EBITDA and ROIC targets (as determined and associated periods for such targets) will be approved by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a three-first quarter of fiscal year performance period 2017, with the amount of shares threshold, target, and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target maximum number of shares underlying eligible for issuance under the Performance-Based AwardPSU award to be consistent with past practice. The remaining oneSign-third (1/3) of the Target Annual LTIA that does not have Performance-Based Metrics (the “Time-Based Award”) shall vest over a three-year period, with 1/3 of such portion vesting following each of the first, second and third anniversaries of the grant date. Notwithstanding the foregoing, the Target Annual LTIA On Equity Awards shall be subject to the terms and conditions of set forth in the Equity Plan and Company’s standard award agreement for the applicable type of award agreement(s) to be entered into between AGNC and the Executive, which shall be consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the Executive, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable the 2007 Plan or the new equity incentive award agreement to be entered into between AGNC and the Executive (plan, as approved by the Compensation Committee)applicable. (ii) In Beginning in fiscal year 2018, Executive shall have the event that opportunity to participate in the Company’s long term incentive plan (“LTIP”), which will have a target value equal to 150% of Annual Base Salary. During the Employment Period, Executive experiences a Voluntary Termination by reason of the Executive’s retirement pursuant shall be entitled to a succession plan participate in such annual long term incentive awards as may be approved by the Board or the Compensation Committee (which may include the Executive’s provision of continued services from time to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest time in accordance with the Equity Plan and the applicable award agreement(s), except as follows: (A) If the ExecutiveCompany’s Retirement occurs on or after March 15, 2021, the Performance-Based Award, as well as the performance-based portion of any long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested on the same terms as though Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12)compensation plans. (B) If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion of the Time-Based Award, as well as the unvested portion of any time-based long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested in full upon such Retirement, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (C) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Retirement shall be payable in accordance with the requirements of Section 409A.

Long-Term Incentive Awards. (i) During the first quarter of calendar year 2019, and during the first quarter of each calendar year thereafter2021, subject to approval by the Board, AGNC shall grant the Executive a long-term incentive award with an aggregate target fair value of $8,100,000 on the date of grant 6,150,000 (the “Target Annual LTIA”), which amount reflects the pro-ration of: (i) the rate of the Target Annual LTIA pursuant to the Prior Agreement (which rate is $8,100,000) to reflect the portion of the 2021 calendar year (six months) during which the Executive serves as the Chief Executive Officer and Chief Investment Officer of the Company, and (ii) the rate of the Target Annual LTIA for the remaining portion of the 2021 calendar year (six months) during which the Executive serves as the Executive Chair of the Company pursuant to this Agreement (which rate shall be $4,200,000). Two-thirds (2/3) During the first quarter of calendar year 2022, and during the first quarter of each calendar year thereafter, the Target Annual LTIA amount shall be $4,200,000. 67% of the Target Annual LTIA (the “Performance-Based Award”) shall vest based upon the achievement of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a three-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. The remaining one-third (1/3) 33% of the Target Annual LTIA that does not have Performance-Based Metrics (the “Time-Based Award”) shall vest over a three-year period, with 1/3 of such portion vesting following each of the first, second and third anniversaries of the grant date. Notwithstanding the foregoing, the Target Annual LTIA shall be subject to the terms and conditions of the Equity Plan and the applicable award agreement(s) to be entered into between AGNC and the Executive, which shall be consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the Executive, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC and the Executive (as approved by the Compensation Committee). (ii) In the event that the Executive experiences a Voluntary Termination by reason of the Executive’s retirement pursuant to a succession plan approved by the Compensation Committee (which may include the Executive’s provision of continued services to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”)Termination, the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows: (A) If In the Executive’s Retirement event that such Voluntary Termination occurs on or after March 15July 1, 20212021 but before January 1, the Performance-Based Award, as well as the 2022: (1) The performance-based portion of any long-term incentive awards that may be had been granted to the Executive in subsequent years calendar year 2020 or earlier, and the portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein). (2) The unvested portion of any time-based long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the unvested portion of Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) governing such award(s). (B) In the event that such Voluntary Termination occurs on or after January 1, 2022 but before December 31, 2022: (1) All terms and conditions set forth in subparagraph 4(c)(ii)(A) above shall apply. (2) The portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein). (3) The unvested portion of the Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive. (C) In the event that such Voluntary Termination occurs on or after December 31, 2022: (1) All terms and conditions set forth in subparagraphs 4(c)(ii)(A) and (B) above shall apply. (2) The performance-based portion of any long-term incentive awards that may be granted to the Executive in subsequent years after the 2021 calendar year that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Retirement Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement the Voluntary Termination that the Executive was employed prior to Retirement such Voluntary Termination and the denominator of which will equal twelve (12). (B3) If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion of the Time-Based Award, as well as the The unvested portion of any time-based long-term incentive awards that may be granted to the Executive in subsequent years following the 2021 calendar year that are then outstanding, if any, shall become vested in full upon such RetirementVoluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Retirement Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement such Voluntary Termination that the Executive was employed prior to Retirement such Voluntary Termination and the denominator of which will equal twelve (12). (CD) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Retirement Voluntary Termination shall be payable in accordance with the requirements of Section 409A.

Long-Term Incentive Awards. (i) During the first quarter of calendar year 2019, Beginning in 2023 and continuing during the first quarter Term, the Executive shall be eligible to receive the following annual equity grants, to be granted no later than March 30th of each calendar year thereafterduring the Term, so long as the Executive is actively employed by the Company as of the date of grant: (i) an equity award subject to approval by the Board, AGNC shall grant the Executive time-based vesting conditions having a long-term incentive award with an aggregate target fair value of $8,100,000 on the date of grant 4,375,000 (the each, an “Target Annual LTIA”). Two-thirds (2/3) of the Target Annual LTIA (the “Performance-Based Award”) shall vest based upon the achievement of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a three-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. The remaining one-third (1/3) of the Target Annual LTIA that does not have Performance-Based Metrics (the “Time-Based AwardEquity Grant”) shall ), which will vest over a three-year periodin three approximately equal installments, with 1/3 of each such portion installment vesting following each of on the respective first, second and third anniversaries anniversary of the grant date, subject to the Executive’s continued employment through the applicable vesting date unless otherwise expressly provided for herein; and (ii) an equity award subject to performance-based vesting conditions having a target value of $4,375,000 (each, an “Annual Performance-Based Equity Grant”), which award will be earned based on the achievement of objective performance measures to be determined in connection with each Annual Performance-Based Equity Grant by the Compensation Committee, in its sole discretion. Notwithstanding Each Annual Performance- Based Equity Grant may be earned from 0% of target (for performance below threshold levels) up to 150% of target (for performance at or above maximum levels), with any earned portion of an Annual Performance-Based Equity Grant vesting in full following the foregoingconclusion of the applicable performance period upon certification of achievement of the applicable performance metrics by the Compensation Committee, subject to the Target Executive’s continued employment through such date unless otherwise expressly provided for herein. Each Annual LTIA Time-Based Equity Grant and each Annual Performance-Based Equity Grant will be granted pursuant to the Plan (or any successor equity incentive plan of the Company) and shall be subject to the terms and conditions of the Equity Plan (or the applicable successor equity incentive plan of the Company) and the applicable award agreement(s) to be entered into agreement between AGNC the Executive and the Executive, Company (the terms of which shall will not be consistent inconsistent with the terms hereofof this Agreement). In The Annual Time-Based Equity Grant and the event that AGNC cannot grant the Target Annual LTIA to the Executive, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which Performance-Based Equity Grant shall be subject to periodic review on the terms same cycle as applicable to other senior executives of the Company and conditions may, at the discretion of an applicable award agreement to be entered into between AGNC and the Executive (as approved by the Compensation Committee), be increased. (ii) In the event that the Executive experiences a Voluntary Termination by reason of the Executive’s retirement pursuant to a succession plan approved by the Compensation Committee (which may include the Executive’s provision of continued services to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows: (A) If the Executive’s Retirement occurs on or after March 15, 2021, the Performance-Based Award, as well as the performance-based portion of any long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested on the same terms as though Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (B) If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion of the Time-Based Award, as well as the unvested portion of any time-based long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested in full upon such Retirement, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (C) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Retirement shall be payable in accordance with the requirements of Section 409A.

Long-Term Incentive Awards. (i) During The Executive will continue to be eligible to participate in the first quarter of calendar year 2019, and during the first quarter of each calendar year thereafter, subject to approval by the Board, AGNC shall grant the Executive a Company’s annual long-term incentive award equity grant program in each performance year. As an inducement to the Executive’s continued employment with an aggregate the Company, the Company hereby agrees that for each year during the term of this Agreement, commencing with 2025, the target grant date fair value of the Executive’s annual long-term incentive equity award will equal $8,100,000 on the date of grant 15,250,000, as determined in accordance with normal Company procedures (the “Target Annual LTIALTIP Amount”). TwoThe Target LTIP Amount shall be reviewed for increases on the same basis as such target long-thirds (2/3) term incentive equity grant program reviews are made with respect to other executive officers of the Target Annual LTIA (the “Performance-Based Award”) Company, but shall vest based upon the achievement of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a three-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. The remaining one-third (1/3) of the Target Annual LTIA that does not have Performance-Based Metrics (the “Time-Based Award”) shall vest over a three-year period, with 1/3 of such portion vesting following each of the first, second and third anniversaries of the grant date. Notwithstanding the foregoing, the Target Annual LTIA shall be subject to decrease. Beginning in 2025, the form, terms and conditions of the Equity Plan and the applicable award agreement(s) to be entered into between AGNC and the Executive, which equity awards shall be consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA similar equity awards granted to the Executive, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC and the Executive (as approved by the Compensation Committee). (ii) In the event that the Executive experiences a Voluntary Termination by reason other executives of the Executive’s retirement pursuant to a succession plan approved by the Compensation Committee (which may include the Executive’s provision Company as part of continued services to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows: (A) If the Executive’s Retirement occurs on or after March 15, 2021, the Performance-Based Award, as well as the performance-based portion of any annual long-term incentive awards that may equity grant program for such year, including performance objectives and measures, vesting and timing of grants and are expected to be granted delivered: (i) fifty percent (50%) in subsequent years that are then outstandingthe form of performance stock units (“PSUs”); (ii) thirty percent (30%) in the form of stock options; and (iii) twenty percent (20%) in the form of restricted stock units. If, if any, shall become vested on the same terms as though Executive had remained employed for the remainder during any year of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if Executive complies with all covenants contained in paragraph 7 term of this Agreement for the remainder of the vesting period applicable to such Agreement, awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to having a pro-rated portion of such award in an amount grant date fair value equal to the total Target LTIP Amount cannot be granted pursuant to the Company’s stockholder-approved equity plan due to the award multiplied by limitations therein, or pursuant to any exemption from the New York Stock Exchange requirements that equity awards be granted pursuant to a fractionstockholder-approved plan, the numerator of which will equal Company may provide the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (B) If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion of the Time-Based Award, as well as the unvested portion of any timewith a cash-based long-term incentive award that is structured in a manner that is intended to achieve substantially the same economic outcome to the parties as awards that may be granted in subsequent years that are then outstanding, if any, shall become vested in full upon such Retirement, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to having a pro-rated portion of such award in an amount grant date value equal to the total award multiplied by a fractionTarget LTIP Amount, and failing that, the numerator of which will equal the number of full calendar months parties agree to negotiate in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12)good faith an alternative award structure. (C) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Retirement shall be payable in accordance with the requirements of Section 409A.

Long-Term Incentive Awards. With respect to each of the three-consecutive-fiscal-year periods beginning, respectively, in fiscal year 2010 (ithe “First Performance Period”), fiscal year 2011 (the “Second Performance Period”) During and fiscal year 2012 (the first quarter of calendar year 2019“Third Performance Period”) (each such period shall hereinafter be referred to as a “Performance Period”), and during the first quarter of each calendar year thereafter, subject to approval by the Board, AGNC shall grant it is expected that the Executive shall receive a long-term incentive award (each such award shall hereinafter be referred to as a “LTI Award”) with an aggregate target fair a value of $8,100,000 on 7 million, although the determination of the value of the actual LTI Award made to the Executive shall be in the sole discretion, exercised in good faith, of the Compensation Committee. Fifty percent (50%) of the value of any such LTI Award shall consist of restricted performance share units (“RPSUs”), valued as of the date of grant grant. Fifty percent (the “Target Annual LTIA”). Two-thirds (2/350%) of the Target Annual LTIA value of any such LTI Award shall consist of options to purchase shares of Class A Common Stock of the Corporation (“LTI Options”), which options shall be valued, as of the “Performancedate of grant, using the Black-Based Award”) Scholes option-pricing model. The LTI Award for the First Performance Period shall vest based upon be granted within ten days of the achievement date that this Agreement is executed by the Corporation and the Executive. The LTI Awards for the Second and Third Performance Periods shall be granted at the same time as long-term incentive awards are granted to the Corporation’s other senior executives for such Performance Periods, but in no event shall the LTI Awards for the Second and Third Performance Periods be granted later than August 31, 2010 and August 31, 2011, respectively. Subject to the terms of certain specified this Agreement, with respect to the RPSUs granted for the First and Second Performance Periods, the Executive shall become 100 percent vested in such RPSUs as of the last day of the respective Performance Period if he remains continuously employed with the Corporation through the end of the applicable Performance Period and the performance metrics (as goals determined by the Compensation Committee in its reasonable judgment) (are achieved; with respect to the “Performance-Based Metrics”) measured over a three-year performance period with RPSUs granted for the amount of shares and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment)Third Performance Period, the Executive may earn up shall become fully vested in such RPSUs as of March 30, 2013 if he remains continuously employed with the Corporation through such date, with payment with respect to 200% such RPSUs to be made within ten (10) days after the end of the target number Corporation’s 2014 fiscal year. Subject to the terms of shares underlying this Agreement, one-third of the Performancegrant of LTI Options with respect to the First Performance Period shall vest and become exercisable on each of the first three anniversaries of the date of grant, provided the Executive remains continuously employed with the Corporation to the applicable vesting date. With respect to the grant of LTI Options for the Second Performance Period, subject to the terms of this Agreement, (A) one-Based Award. The third of such grant of LTI Options shall vest and become exercisable on each of the first two anniversaries of the date of grant, provided the Executive remains continuously employed with the Corporation through such date; and (B) the remaining one-third of such grant of LTI Options shall vest and become exercisable on March 30, 2013, provided the Executive remains continuously employed with the Corporation through such date. With respect to the grant of LTI Options for the Third Performance Period, subject to the terms of this Agreement, (1/31) one-third of such grant of LTI Options shall vest and become exercisable on the first anniversary of the Target Annual LTIA that does not have Performancedate of grant, provided the Executive remains continuously employed with the Corporation through such date; (2) an additional one-Based Metrics third of such grant of LTI Options shall vest and become exercisable on March 30, 2013, provided the Executive remains continuously employed with the Corporation through such date; and (3) the remaining one-third of such grant of LTI Options (the “Time-Based AwardThird Tranche”) shall vest over a three-year periodon March 30, 2013 (provided the Executive remains continuously employed with 1/3 of the Corporation through such portion vesting following each date), but shall not become exercisable until the last day of the firstCorporation’s 2014 fiscal year. Except as otherwise provided in this Agreement, second and third anniversaries LTI Options shall remain exercisable until the seventh anniversary of the grant datedate of grant. Notwithstanding Subject to the foregoingterms of this Agreement, both components of the Target Annual LTIA LTI Award (RPSUs and LTI Options) shall be granted pursuant to and shall be subject to the terms and conditions of the Equity Plan ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Corporation 1997 Long-Term Stock Incentive Plan, as amended and restated as of August 12, 2004 and amended as of June 30, 2006 and May 21, 2009, or any successor thereto (the applicable award agreement(s) to be entered into between AGNC and “Incentive Plan”). The LTI Award for the Executive, which First Performance Period shall be consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the Executive, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall also be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC the Fiscal 2010 - Overview of Stock Options and the Executive (as approved by the Compensation Committee). (ii) In the event that the Executive experiences a Voluntary Termination by reason Fiscal 2010 - Overview of the Executive’s retirement pursuant to a succession plan approved by the Compensation Committee (which may include the Executive’s provision of continued services Cliff Restricted Performance Share Unit Awards to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (extent such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest in accordance Fiscal-2010 Overviews are not inconsistent with the Equity Incentive Plan and the applicable award agreement(s), except as follows: (A) If provisions of this Agreement. The LTI Awards for the Executive’s Retirement occurs on or after March 15, 2021, Second and Third Performance Periods shall be subject to terms and conditions no less favorable than the Performance-Based Award, as well as the performance-based portion of any terms and conditions governing long-term incentive awards that may be which are granted in subsequent years that are then outstanding, if any, shall become vested on the same terms as though Executive had remained employed for the remainder to other executives and key management employees of the vesting period applicable to Corporation, provided such awards (terms are not inconsistent with the Incentive Plan and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if Executive complies with all covenants contained in paragraph 7 provisions of this Agreement for Agreement. It is understood that the remainder of Compensation Committee reserves the vesting period applicable right, in its good faith discretion, to such awards notwithstanding any shorter period(schange (i) that may be specified in such paragraph, including, but not limited to, the Non-Competition Performance Period (as defined therein); provided further, that with respect to LTI Awards and/or (ii) the valuation methodology applicable to LTI Options, provided in any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement case that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (B) If the Executive’s Retirement occurs on or after March 15, 2021LTI Awards are treated in the same manner as similar awards granted to the Corporation’s other senior executives. Except as specifically set forth in this Section 4(e), the unvested portion of the Time-Based Award, as well as the unvested portion of any time-based long-term incentive awards that may Executive shall not be granted in subsequent years that are then outstanding, if any, shall become vested in full upon such Retirement, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (C) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following from the Executive’s Retirement shall be payable in accordance with Corporation during the requirements of Section 409A.Term.

Long-Term Incentive Awards. (i) During Beginning in the first quarter of calendar year 20192017, and during the first quarter of each calendar year of the Employment Period thereafter, subject to approval by the Board, AGNC shall grant the Executive a long-term incentive award award(s) with an aggregate target fair value of $8,100,000 1,400,000 on the date of grant (the “Target Annual LTIA”). Two-thirds (2/3) 50% of the Target Annual LTIA (the “Performance-Based Award”) shall vest based upon the achievement of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a three-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. The remaining one-third (1/3) 50% of the Target Annual LTIA that does not have Performance-Based Metrics (the “Time-Based Award”) shall vest over a three-year period, with 1/3 of such portion vesting following each of the first, second and third anniversaries of the grant date. Notwithstanding the foregoing, the each Target Annual LTIA shall be subject to the terms and conditions of the Equity Plan and the applicable award agreement(s) to be entered into between AGNC and the Executive, which shall be consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the ExecutiveExecutive during any such calendar year, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC and the Executive (as approved by the Compensation Committee). (ii) In During the event that the Executive experiences a Voluntary Termination Employment Period, in calendar year 2016, subject to approval by reason of the Executive’s retirement pursuant to a succession plan approved by the Compensation Committee (which may include the Executive’s provision of continued services to the Company, either as a member of the Board, AGNC shall grant the Executive a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows: (A) If the Executive’s Retirement occurs on or after March 15, 2021, the Performance-Based Award, as well as the performance-based portion of any long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested on the same terms as though Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to Executive in with a fair market value of $1,073,758 on the calendar date of grant, which shall vest over a three-year in which Executive’s Retirement occursperiod, such vesting terms shall only apply to a pro-rated portion with 1/3 of such award in an amount equal vesting following each of the first, second and third anniversaries of the grant date. Such award shall be subject to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement terms and the denominator of which will equal twelve (12). (B) If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion conditions of the Time-Based Award, as well as the unvested portion of any time-based long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested in full upon such Retirement, subject to Equity Plan and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided. In the event that AGNC cannot grant the award described in this subparagraph 4(c)(ii), however, that with respect to any long-term incentive AGNC shall instead provide a cash award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total Executive with an equivalent fair market value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior agreement to Retirement be entered into between AGNC and the denominator of Executive (as approved by the Compensation Committee), which will equal twelve (12). (C) The time of payment for the Target Annual LTIA shall be in accordance consistent with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Retirement shall be payable in accordance with the requirements of Section 409A.hereof.

Long-Term Incentive Awards. (i) During the first quarter of calendar year 2019, and during the first quarter of each calendar year thereafter2021, subject to approval by the Board, AGNC shall grant the Executive a long-term incentive award with an aggregate target fair value of $8,100,000 on the date of grant 3,400,000 (the “Target Annual LTIA”), which amount reflects the pro-ration of: (i) the rate of the Target Annual LTIA pursuant to the Prior Agreement (which rate is $2,300,000) to reflect the portion of the 2021 calendar year (six months) during which the Executive serves as the President and Chief Operating Officer of the Company, and (ii) the rate of the Target Annual LTIA for the remaining portion of the 2021 calendar year (six months) during which the Executive serves as the President and Chief Executive Officer of the Company pursuant to this Agreement (which rate shall be $4,500,000). Two-thirds (2/3) During the first quarter of calendar year 2022, and during the first quarter of each calendar year thereafter, the Target Annual LTIA amount shall be $4,500,000. 67% of the Target Annual LTIA (the “Performance-Based Award”) shall vest based upon the achievement of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a three-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. The remaining one-third (1/3) 33% of the Target Annual LTIA that does not have Performance-Based Metrics (the “Time-Based Award”) shall vest over a three-year period, with 1/3 of such portion vesting following each of the first, second and third anniversaries of the grant date. Notwithstanding the foregoing, the each Target Annual LTIA shall be subject to the terms and conditions of the Equity Plan and the applicable award agreement(s) to be entered into between AGNC and the Executive, which shall be consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the ExecutiveExecutive during any such calendar year, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC and the Executive (as approved by the Compensation Committee). (ii) In the event that the Executive experiences a Voluntary Termination by reason of the Executive’s retirement pursuant to a succession plan approved by the Compensation Committee (which may include the Executive’s provision of continued services to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows: (A) If the Executive’s Retirement occurs on or after March 15, 2021, the Performance-Based Award, as well as the performance-based portion of any long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested on the same terms as though Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (B) If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion of the Time-Based Award, as well as the unvested portion of any time-based long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested in full upon such Retirement, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (C) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Retirement shall be payable in accordance with the requirements of Section 409A.

Long-Term Incentive Awards. (i) During Beginning in the first quarter of calendar year 20192017, and during the first quarter of each calendar year of the Employment Period thereafter, subject to approval by the Board, AGNC shall grant the Executive a long-term incentive award award(s) with an aggregate target fair value of $8,100,000 1,800,000 on the date of grant (the “Target Annual LTIA”). Two-thirds (2/3) 50% of the Target Annual LTIA (the “Performance-Based Award”) shall vest based upon the achievement of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a three-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. The remaining one-third (1/3) 50% of the Target Annual LTIA that does not have Performance-Based Metrics (the “Time-Based Award”) shall vest over a three-year period, with 1/3 of such portion vesting following each of the first, second and third anniversaries of the grant date. Notwithstanding the foregoing, the each Target Annual LTIA shall be subject to the terms and conditions of the Equity Plan and the applicable award agreement(s) to be entered into between AGNC and the Executive, which shall be consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the ExecutiveExecutive during any such calendar year, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC and the Executive (as approved by the Compensation Committee). (ii) In During the event that the Executive experiences a Voluntary Termination Employment Period, in calendar year 2016, subject to approval by reason of the Executive’s retirement pursuant to a succession plan approved by the Compensation Committee (which may include the Executive’s provision of continued services to the Company, either as a member of the Board, AGNC shall grant the Executive a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows: (A) If the Executive’s Retirement occurs on or after March 15, 2021, the Performance-Based Award, as well as the performance-based portion of any long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested on the same terms as though Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to Executive in with a fair market value of $740,424 on the calendar date of grant, which shall vest over a three-year in which Executive’s Retirement occursperiod, such vesting terms shall only apply to a pro-rated portion with 1/3 of such award in an amount equal vesting following each of the first, second and third anniversaries of the grant date. Such award shall be subject to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement terms and the denominator of which will equal twelve (12). (B) If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion conditions of the Time-Based Award, as well as the unvested portion of any time-based long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested in full upon such Retirement, subject to Equity Plan and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided. In the event that AGNC cannot grant the award described in this subparagraph 4(c)(ii), however, that with respect to any long-term incentive AGNC shall instead provide a cash award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total Executive with an equivalent fair market value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior agreement to Retirement be entered into between AGNC and the denominator of Executive (as approved by the Compensation Committee), which will equal twelve (12). (C) The time of payment for the Target Annual LTIA shall be in accordance consistent with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Retirement shall be payable in accordance with the requirements of Section 409A.hereof.

Long-Term Incentive Awards. (i) During Sign-On Equity Awards. Executive will receive equity awards pursuant to the first quarter Company’s Second Amended and Restated 2007 Performance Incentive Plan (the “2007 Plan”) or the Company’s new equity incentive award plan (subject to approval of calendar such plan at the shareholder meeting in fiscal year 20192017), as applicable, as follows (the “Sign-On Equity Awards”): (x) on January 3, 2017, a non-qualified stock option having a Black-▇▇▇▇▇▇▇ ▇▇▇▇▇ date fair value of $400,000, of which twenty-five percent (25%) shall vest on each of the first, second, third and fourth anniversaries of the date of grant, subject to continued employment through each such vesting date; (y) on January 3, 2017, time-vested restricted stock units having a grant date fair value of $200,000, of which twenty-five percent (25%) shall vest on each of the first, second, third and fourth anniversaries of the date of grant, subject to continued employment through each such vesting date; and (z) during the first quarter of each calendar fiscal year thereafter2017, performance share units (PSUs) representing that number of shares of the Company’s common stock (at target) equal to $400,000 divided by the closing price of the Company’s common stock on January 3, 2017 (such PSU grant shall be subject to approval by of the Board, AGNC shall grant the Executive a long-term Company’s new equity incentive award with an aggregate target fair value of $8,100,000 on plan at the date of grant (the “Target Annual LTIA”shareholder meeting in fiscal year 2017). TwoThe PSU award ▇▇▇▇ ▇▇▇▇▇-vest at the end of a three-thirds (2/3) year performance cycle, generally subject to Executive’s continued employment through the applicable vesting date, with the number of the Target Annual LTIA (the “Performance-Based Award”) shall vest PSUs earned and issued to be determined based upon the on achievement of certain specified EBITDA and ROIC threshold, target or maximum performance metrics objectives. Specific EBITDA and ROIC targets (as determined and associated periods for such targets) will be approved by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a three-first quarter of fiscal year performance period 2017, with the amount of shares threshold, target, and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target maximum number of shares underlying eligible for issuance under the Performance-Based AwardPSU award to be consistent with past practice. The remaining oneSign-third (1/3) of the Target Annual LTIA that does not have Performance-Based Metrics (the “Time-Based Award”) shall vest over a three-year period, with 1/3 of such portion vesting following each of the first, second and third anniversaries of the grant date. Notwithstanding the foregoing, the Target Annual LTIA On Equity Awards shall be subject to the terms and conditions of set forth in the Equity Plan and Company’s standard award agreement for the applicable type of award agreement(s) to be entered into between AGNC and the Executive, which shall be consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the Executive, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable the 2007 Plan or the new equity incentive award agreement to be entered into between AGNC and the Executive (plan, as approved by the Compensation Committee)applicable. (ii) In Beginning in fiscal year 2018, Executive shall have the event that opportunity to participate in the Company’s long term incentive plan (“LTIP”), which will have a target value equal to one hundred and fifty percent (150%) of Annual Base Salary. During the Employment Period, Executive experiences a Voluntary Termination by reason of the Executive’s retirement pursuant shall be entitled to a succession plan participate in such annual long term incentive awards as may be approved by the Board or the Compensation Committee (which may include the Executive’s provision of continued services from time to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest time in accordance with the Equity Plan and the applicable award agreement(s), except as follows: (A) If the ExecutiveCompany’s Retirement occurs on or after March 15, 2021, the Performance-Based Award, as well as the performance-based portion of any long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested on the same terms as though Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12)compensation plans. (B) If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion of the Time-Based Award, as well as the unvested portion of any time-based long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested in full upon such Retirement, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (C) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Retirement shall be payable in accordance with the requirements of Section 409A.

Long-Term Incentive Awards. (i) During the first quarter of calendar year 2019, and during the first quarter of For each calendar year thereafterduring the Term (commencing with calendar year 2023), subject to approval by the Board, AGNC Company shall grant provide the Executive with a long-term incentive (“LTI”) award with or awards under the Incentive Plan, on such terms as the Committee may determine that are no less favorable than those applicable to, and at the same time(s) as, the LTI awards granted to the Company’s other Executive-Level Employees, in an aggregate target fair value of $8,100,000 on the date of grant (the “Target Annual LTIA”). Two-thirds (2/3) of the Target Annual LTIA (the “Performance-Based Award”) shall vest based upon the achievement of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a three-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. The remaining one-third (1/3) of the Target Annual LTIA that does not have Performance-Based Metrics less than $18,500,000 (the “Time-Based AwardAnnual LTI Target Value”) shall vest over a three-year period, with 1/3 of such portion vesting following each of the first, second and third anniversaries of the grant date. Notwithstanding the foregoing, the Target Annual LTIA shall be subject to the terms and conditions of the Equity Plan and the applicable award agreement(s) to be entered into between AGNC and the Executive), which shall be allocated as follows: (i) one-half (1/2) of such Annual LTI Target Value will be granted in the form of PRSUs; and (ii) the remaining one-half (1/2) of such Annual LTI Target Value shall be granted in the form of time-based restricted stock units (“RSUs”). The Executive’s Annual LTI Target Value shall be increased by the Committee as follows: (x) effective for LTI grants made during calendar year 2024, the Annual LTI Target Value shall be increased to the greater of: (A) $19,000,000, (B) the 60th percentile of the aggregate target grant date value of annual equity incentive awards for Chief Executive Officers in the Company’s then-current Peer Group, and (C) the Annual LTI Target Value in effect for the prior fiscal year; and (y) effective for LTI grants made during calendar years 2025, 2026, 2027 and 2028, the Annual LTI Target Value shall be increased to the greater of: (A) $19,000,000, (B) the 65th percentile of the aggregate target grant date value of annual equity incentive awards for Chief Executive Officers in the Company’s then-current Peer Group, and (C) the Annual LTI Target Value in effect for the prior fiscal year (in each case, subject to the Executive’s continued employment with the Company through the date of grant), which in each case shall be allocated between PRSUs and RSUs in the same manner as described in the immediately preceding sentence. With respect to sixty percent (60%) of the total time-based RSUs granted to Executive as annual LTI awards during each of calendar years 2023 through 2028 (i.e., thirty percent (30%) of the total Annual LTI Target Value for each such year), the total length of the vesting schedule of such RSUs shall be no longer than the median total length of vesting schedules of annual time-based equity incentive awards for Chief Executive Officers in the Peer Group at the time such RSUs are granted to Executive. In addition, and for the avoidance of doubt, and notwithstanding anything in this paragraph 3(d) to the contrary, (I) the mix of such LTI awards (and, as a result of any such different mix or different performance goals, the actual amounts paid under such LTI awards) may be different for the Executive than for other Executive-Level Employees, (II) subject to compliance with the requirements in this paragraph 3(d), the Committee will have discretion to set performance goals, determine payouts, and otherwise make determinations with respect to the Executive’s LTI awards consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the Executiveunderlying LTI award documents, AGNC and (III) no LTI awards shall instead provide a cash award be granted to the Executive with an equivalent fair value and under equivalent vesting terms, during the period commencing on the date on which shall be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC and either the Executive (as approved by or the Compensation Committee). (ii) In Company provides notice of the event that the Executive experiences a Voluntary Termination by reason termination of the Executive’s retirement pursuant to a succession plan approved by employment for any reason, and ending on the Compensation Committee (date on which may include the Executive’s provision of continued services to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows: (A) If the Executive’s Retirement occurs on or after March 15, 2021, the Performance-Based Award, as well as the performance-based portion of any long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested on the same terms as though Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period)employment terminates; provided, however, that such continued vesting shall only apply if Executive complies with all covenants contained in paragraph 7 solely for purposes of this Agreement for the remainder of the vesting period applicable to clause (III), unless such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period notice is a Retirement Notice (as defined therein); provided further, that with respect to any long-term incentive award granted to Executive in the calendar year below) (in which Executive’s case such notice shall be deemed to have been given on the date on which the Company receives the Retirement occursNotice), such vesting terms notice shall only apply not be deemed to a pro-rated portion of such award in an amount equal have been given any earlier than 115 days prior to the total award multiplied by a fraction, the numerator of date on which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12). (B) If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion of the Time-Based Award, as well as the unvested portion of any time-based long-term incentive awards that may be granted in subsequent years that are then outstanding, if any, shall become vested in full upon such Retirement, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to Executive in the calendar year in which Executive’s Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of Retirement that Executive was employed prior to Retirement and the denominator of which will equal twelve (12)employment terminates. (C) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Retirement shall be payable in accordance with the requirements of Section 409A.