The Company. For purposes of this paragraph 7, the Company shall include AGNC and any and all direct and indirect subsidiary, parent, affiliated, or related companies of the Company for which the Executive worked or had responsibility at the time of termination of the Executive’s employment and at any time during the 2-year period prior to such termination.

Company Policies. The employment relationship between the parties shall also be subject to the Company’s personnel policies and procedures as they may be interpreted, adopted, revised or deleted from time to time in the Company’s sole discretion. Notwithstanding the foregoing, in the event that the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

Company Plans. The Executive and his dependents (as that term may be defined under the applicable benefit plan(s) of the Company) shall be included, if and to the extent eligible thereunder, in any and all standard benefit plans, programs and policies of the Company provided to similarly situated executives (“Benefits Plans”). The Executive acknowledges and agrees that the Benefits Plans may from time to time be modified by the Company as it deems necessary and appropriate.

Company Standstill. No member of the [[Icahn Group:Organization]] shall, directly or indirectly, from the date of this Agreement to the later of # the date that no [[Icahn Group:Organization]] Designee serves on the Board and # the earlier of # the Separation Effective Time, # December 31, 2016 and # any public announcement by the Company that it is no longer proceeding with the Separation (such period, the “Company Standstill Period”), with respect to the Company and its controlled Affiliates which are not publicly traded entities, so long as the Company has not materially breached this Agreement and failed to cure such breach within five business days of written notice from the [[Icahn Group:Organization]] specifying any such breach:

Company Payments. During the Consulting Period, the Company shall pay the Consultant Twenty-Two Thousand Dollars per month (“Consulting Payments). Such Consulting Payments shall be made on or about the first business day of each calendar month during Consulting Period. Notwithstanding the foregoing, if the Effective Date does not occur on the first calendar day of a month, the payment for such month shall be prorated.

Company Contracts. To indemnify the Indemnitee with respect to any Claim related to any dispute or breach arising under any contract or similar obligation between the Company and the Indemnitee.

The Company, based on the criteria set forth in this Article 9, may withhold its consent to any loan or may consent only to the borrowing of a part of the amount requested by the Member. The Company shall act upon requests for loans in a uniform and nondiscriminatory manner, consistent with the requirements of [section 401(a)], [section 401(k)], [section 4975] and related provisions of the IRC.

obtains Control of the Company as a result of making:

Company Records. Records of the Company or its Subsidiaries regarding your period of service, termination of service and the reason(s) therefor, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.

Company Action. Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.