0000826675-09-000007 Sample Contracts

DYNEX CAPITAL, INC. 3,000,000 SHARES CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
Sales Agreement • March 16th, 2009 • Dynex Capital Inc • Real estate investment trusts • New York

DYNEX CAPITAL, INC., a Virginia corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:

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Amendment to Severance Agreement
Severance Agreement • March 16th, 2009 • Dynex Capital Inc • Real estate investment trusts

The Severance Agreement (the “Severance Agreement”) dated June 11, 2004 between Dynex Capital, Inc. (the “Company”) and Stephen J. Benedetti (the “Executive”) is hereby amended in the following respects in order to comply with Section 409A of the Internal Revenue Code, as amended, and applicable guidance issued thereunder (collectively, “Code Section 409A”):

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