Letter Agreement, dated as of December 1, 2015, as amended on July 1, 2016 and December 18, 2017, by and between AGNC Mortgage Management, LLC and Bernice E. Bell

December 18, 2017

Bernice Bell

c/o AGNC Mortgage Management, LLC

VIA ELECTRONIC MAIL

Dear Bernie:

I am pleased to notify you regarding some changes to the terms and conditions of your employment. This letter amends the terms of your employment agreement dated December 1, 2015 and revised July 1, 2016 (collectively, the “Original Letter”) and will expire if not accepted in writing prior to the close of business on December 27, 2017. Effective March 31, 2018, your title will be Senior Vice President and Chief Financial Officer of AGNC Investment Corp. and you will continue reporting to Peter Federico. Your title at AGNC Mortgage Management, LLC (the “Company”) will continue to be Senior Vice President and Chief Financial Officer.

If you accept, then effective January 1, 2018, your total rewards package from the Company will include the following:

Please note that all equity awards will be subject to the terms and conditions of the applicable plan documents and award agreements thereunder, and in the event of any conflict between this letter and such plan documents and award agreements, the terms of the plan documents and award agreements will control. Without limiting the foregoing, all equity awards are subject to approval by the Board of Managers of the Company or the Board of Directors of AGNC, as applicable.

For purposes of this letter, “cause” shall be deemed to exist if you: (a) commit or engage in an act of fraud, embezzlement, sexual harassment, dishonesty or theft in connection with your duties for the Company; (b) are convicted of, or plead nolo contendere with respect to, an act of criminal misconduct,

involving any financial crime or an act of moral turpitude; (c) engage in an act of gross negligence or willful failure to perform your duties or responsibilities; and/or (d) materially breach or violate any Company employment policy, including its Code of Ethics.

I hope this general description helps you understand some of the important terms and conditions of your employment at the Company. This letter is not to be construed as an agreement of future employment, and your employment will be at will such that either party may terminate employment for any or no reason, with or without cause. Please note further that all amounts payable to you as an employee are subject to applicable withholding.

You will also continue to be subject to certain reporting requirements with regard to your personal investing activities and the Company’s Code of Ethics and Conduct.

In addition, by signing below, you agree that during your employment by the Company and the one (1) year period beginning on your separation from service with the Company, you will not, whether for your own benefit or for the benefit of any other person, directly or indirectly, communicate with any employee of the Company, AGNC of any of their affiliates in an effort to solicit, induce or attempt to solicit or induce such employee to terminate employment with the company or accept employment elsewhere.

Except for the terms provided in this letter, your Original Letter remains in full force and effect.

We appreciate your contributions to the Company during your time as an employee, and believe you will continue to be an important member our team. If you have any questions please feel free to call us at any time.

Best regards,

/s/ Peter Federico

Peter Federico                        

AGNC Mortgage Management, LLC    

Agreed and accepted this 14th day of December, 2017.

In connection with the transactions contemplated by the Purchase and Sale Agreement, dated as of May 23, 2016, by and among American Capital Asset Management, LLC, American Capital Mortgage Management, LLC (the “Company”), American Capital, Ltd. (“ACAS”) and American Capital Agency Corp. (“AGNC”), you and the Company hereby agree to the following changes to the Employment Letter, dated as of December 1, 2015, by and between the Company and you (the “Employment Letter”).

1.Notwithstanding anything contained in your Employment Letter to the contrary, as of the date hereof, your titles shall be Senior Vice President and Chief Accounting Officer of AGNC and Senior Vice President and Chief Financial Officer of American Capital AGNC Management, LLC, and you shall report to the Executive Vice President and Chief Financial Officer of AGNC.

2.Each reference to the “Board of Managers” in your Employment Letter shall be deemed to be a reference to the “Board of Directors of American Capital Agency Corp. or its designee”.

3.Each reference to “American Capital, Ltd.” in your Employment Letter shall be deemed to be a reference to “American Capital Agency Corp.”

4.With respect to any award that the Company is obligated to provide to you (whether by your Employment Letter or otherwise) pursuant to the American Capital Mortgage Management, LLC Performance Incentive Plan – AGNC, the American Capital Mortgage Management, LLC Performance Incentive Plan – MTGE or any other similar plan (whether payable in shares of stock of ACAS, AGNC, American Capital Mortgage Investment Corp. or otherwise), the Company may (in the discretion of the Board of Directors of AGNC or its designee), in lieu thereof, provide (a) a substitute cash award, which shall be granted solely pursuant to the terms and conditions of a comparable cash incentive plan, or (b) a substitute equity award, which shall be granted solely pursuant to the terms and conditions of an equity incentive plan (but only if such a plan has received all required corporate approvals, including, if required, approval by the stockholders of AGNC). Any such substitute cash award or substitute equity award shall (i) have the same cash value as the corresponding replaced award, (ii) have the same or shorter vesting schedule as the corresponding replaced award, and (iii) provide for the accrual and payment of dividends (or a cash award of like value) in a manner comparable to the accrual and payment of dividends under the corresponding replaced award.

Please note that all equity compensation awards are subject to the terms and conditions of the applicable plan document(s) and award agreements thereunder. Without limiting the foregoing, all awards are subject to approval by the Board of Managers of the Company.

 

sixty (60) days) following your separation date. Your receipt of the Severance Payment is contingent on your signing a general release of claims no more than sixty (60) days following your separation date in a form reasonably satisfactory to the Company. The form will be provided to you on or as soon as possible (and in all events within 15 days) after the date of your separation from service.

For purposes of this letter, “cause” shall be deemed to exist if you: (a) commit or engage in an act of fraud, embezzlement, sexual harassment, dishonesty or theft in connection with your duties for the Company; (b) are convicted of, or plead nolo contendere with respect to, an act of criminal misconduct, involving any financial crime or an act of moral turpitude; (c) engage in an act of gross negligence or willful failure to perform your duties or responsibilities; and/or (d) materially breach or violate any Company employment policy, including its Code of Ethics.