0000826675-05-000031 Sample Contracts

Contract
Director Stock Option Agreement • August 22nd, 2005 • Dynex Capital Inc • Real estate investment trusts • Virginia
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CONFIDENTIAL TREATMENT REQUESTED
Purchase Agreement • August 22nd, 2005 • Dynex Capital Inc • Real estate investment trusts • Virginia

This PURCHASE AGREEMENT (the "Agreement") is made as of May 9, 2005 among HIGHLAND UNDERTAKINGS, LLC, a Nevis limited liability company (together with its successors and assigns, "Highland"), DYNEX CAPITAL, INC., a Virginia corporation (together with its successors and assigns, "Dynex"), MSC I, L.P., a Virginia limited partnership (together with its successors and assigns, "MSC"), MERIT SECURITIES CORPORATION, a Virginia corporation (together with its successors and assigns, "MERIT"), and ISSUED HOLDINGS CAPITAL CORPORATION, a Virginia corporation (together with its successors and assigns, "IH Capital").

DYNEX CAPITAL, INC. STOCK APPRECIATION RIGHTS AGREEMENT
2004 Stock Incentive Plan • August 22nd, 2005 • Dynex Capital Inc • Real estate investment trusts • Virginia

WHEREAS, pursuant to the DYNEX CAPITAL, INC. 2004 Stock Incentive Plan (the “Plan”), the Committee wishes to award the Recipient for contributions to the achievement of specified objectives and results for the Corporation during the year ended December 31, 2004, and also wishes to enable the Recipient to participate in its future success and to associate their interests with those of the Corporation and its shareholders; and

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