AMERICAN CAPITAL AGENCY CORP.
EQUITY INCENTIVE PLAN FOR INDEPENDENT DIRECTORS
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (this “Agreement”) is executed and delivered as of May 20, 2008 (the “Grant Date”) by
and between American Capital Agency Corp., a Delaware corporation (the “Company”) and Randy E. Dobbs, a director of the
Company (the “Grantee”). The Grantee and the Company hereby agree as follows:
1. Grant . Pursuant to the American Capital Agency Corp. Equity Incentive Plan for Independent Directors (the “Plan”), the
Company hereby grants to the Grantee 1,500 shares of the Company’s common stock, $0.01 par value (the “Shares”).
Restrictions . Subject to Section 3 hereof, the Shares may not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of and shall be subject to the risk of forfeiture described in Section 4 hereof (the “Restrictions”) from
the Grant Date until (i) the first anniversary thereof with respect to one-third of the Shares, (ii) the second anniversary
thereof with respect to an additional one-third of the Shares, and (iii) the third anniversary thereof with respect to the
remaining one-third of the Shares.
Lapse of Restrictions .
(a) Unless the Restrictions shall have been terminated pursuant to clauses (b), (c) or (d) of this Section 3, the Restrictions
shall lapse with respect to one-third of the Shares on the first, second and third anniversaries of the Grant Date.
(b) In the event of the Grantee’s death or disability, the Restrictions shall lapse with respect to all Shares subject to the
Restrictions on the date of the Grantee’s death or the occurrence of the Grantee’s disability.
In the event that the Grantee’s service as a director of the Company is terminated other than for any of the reasons
set forth in Section 4 hereof, the Restrictions shall lapse with respect to all Shares subject to the Restrictions on the
date of such termination.
(d) Upon a Chan