AMERICAN CAPITAL, LTD.
DISINTERESTED DIRECTOR RETENTION PLAN 1
1. Definitions . In this Plan, except where the context otherwise indicates, the following definitions shall apply:
1.1. “1940 Act” means the Investment Company Act of 1940, as amended.
1.2. “Account” means a separate bookkeeping account maintained on behalf of each Participant. The value of a
Participant’s account as of any date on or before December 11, 2008, shall equal the product of (a) the Annual Board Fee in
effect for such participant for such date and (b) the sum of (i) a whole number equal to the number of full Years of Service
accrued by such participant as of such date, and (ii) one (1). The value of a Participant’s Account from December 12, 2008,
forward shall be as follows:
No interest or other earning shall be credited to Accounts under the Plan.
1.3. “Affiliate” means any corporation, partnership, business trust, limited liability company or other form of business
organization at least a majority of the total combined voting power of all classes of stock or other equity interests of which is
owned by the Company, either directly or through one or more other Affiliates.
1.4. “Annual Board Fee” means for a Participant the annual board retainer fee as in effect on such Participant’s
Payment Event Date, and shall not include fees paid for meeting attendance or any additional retainers such as those paid to
chairs of Board committees or to the lead director.
1.5. “Board” means the Board of Directors of the Company.
1.6. “Change of Control” means a change in ownership or effective control (within the meaning of Section 409A of the
Code) of the Company.
1.7. “Code” means the Internal Revenue Code of 1986, as amended.
1.8. “Committee” means the committee appointed by the Board to administer this Plan. Unless otherwise determined
by the Board, the Compensation and Corporate Governance Committee of the Board shall be the Committee.
1.9. “Commencement Date” means the date on which an individua