Long-Term Incentive Awards. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of a Long-Term Incentive Award, including but not limited to the Performance Goals, performance period, the potential amount payable, and the timing of payment, subject to the following: # the Administrator must require that payment of all or any portion of the amount subject to the Long-Term Incentive Award is contingent on the achievement of one or more Performance Goals during the period the Administrator specifies, although the Administrator may specify that all or a portion of the Performance Goals subject to an Award are deemed achieved upon a Participant’s death, Disability or Retirement, or such other circumstances as the Administrator may specify; and # the performance period must relate to a period of more than one fiscal year of the Company.

Long-Term Incentive Awards. With respect to each fiscal year that ends during the Employment Term, commencing with fiscal year ​, the Executive shall be granted a long-term incentive award in an amount determined by the Compensation Committee. Notwithstanding the foregoing, for fiscal year ​, the grant date fair value of the Executive’s

Long-Term Incentive Awards. During the first quarter of each calendar year of the Employment Period, Executive shall be eligible to receive long-term incentive award(s), subject to approval by the Board, as part of the Company’s long-term incentive program applicable to other executives (the “Target Annual LTIA”). Beginning in the calendar year ​ and in each calendar year thereafter, such grants shall have an aggregate target fair value equal to no less than ​. Annual grants will be comprised of a combination of 50% “Performance-Based Awards” that shall vest based upon the achievement of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a multi-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award, and 50% time-based awards that shall vest based on continued service over a multi-year period. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. Notwithstanding the foregoing, each Target Annual LTIA shall be subject to approval by the Board and to the terms and conditions of the Equity Plan and the applicable award agreement(s) to be entered into between AGNC and the Executive, which shall be consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the Executive during any such calendar year, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC and the Executive (as approved by the Compensation Committee).

Long-Term Incentive Awards. The vesting of outstanding stock options, deferred and performance shares will continue subject to the other original grant terms and conditions. However, there will be no proration, and Employee will be permitted to exercise his stock options for the full original term. Employee will be released from Company’s insider list as soon as is practicable after the 2017 second quarter earnings release.

Long-Term Incentive Awards. The treatment of Prior Equity Awards shall be governed by the terms of the Long-Term Incentive Plan and the related award agreements.

Long-Term Equity Incentive Awards. If the Company or the Bank adopts an equity plan, the Executive shall be eligible for a long-term equity incentive award (“Equity Awards”). The Committee shall determine the composition and size of the Executive’s Equity Awards granted during the Term, in its discretion. The Executive agrees and acknowledges that the actual value of any performance-based Equity Award will be based upon performance in relation to the performance goals used for the award. The terms and conditions of each Equity Award granted to the Executive shall be governed by the terms and conditions of the equity plan, as it may be amended or replaced from time to time, and the applicable award agreement evidencing the Equity Award.

Long-Term Incentive Bonus Awards. Employee will receive awards under the Company’s long-term cash-based and/or equity-based programs, which may include stock options, stock appreciation rights, performance and non-performance restricted stock or restricted stock units, and/or cash, as determined by the Compensation Committee. Employee will receive stock awards approved by the Compensation Committee at its ​ meeting with an aggregate grant value of approximately ​, containing such terms as the Compensation Committee shall provide.

Long Term Incentive. Executive will be granted a Multi-year Performance Period (“MPP”) award for service performed in ​, 2019 and 2020 under the Company's 2017 Incentive Plan, to be determined and paid in equity during early 2021. Under this award, Executive will be entitled to receive between 0% and 200% of his target award, based on performance goal attainment during the three year performance period. Executive’s 2018 MPP target award will be a share amount with a grant date value equal to 200% of his actual 2018 Base Salary, pro-rated for the portion of the performance period during which he is actually employed. The Compensation Committee of the Company's Board of Directors has determined that the 2018 MPP award goal for senior management, including Executive, will be a specified level of Company Adjusted EBITDA (as defined in the award agreements). The Committee retains the right to exercise its discretion, after the end of 2020, as in prior years, to determine to what extent the MPP awards Executive and the other executive officers have been earned, and reserves the right to take individual performance factors into account, and to employ subjective and objective criteria. (The other terms of this award shall be as specified in the 2018 Multi-year Performance Award Agreement). Executive will be eligible in ​ thereafter to participate in the 2019 MPP award or any other long term executive bonus program, as the same may be adopted, amended, modified or terminated by the Company, in accordance with its terms. Target bonuses in future periods will be at the discretion of the Compensation Committee.

Long Term Incentive. As additional consideration for entering into this Agreement, Employee shall be eligible for a one-time long term incentive grant (“LTI”) of 100,000 restricted shares, subject to approval by the Board of Directors or the Compensation Committee of ​, as applicable.

Long Term Incentive Award. You will be eligible to participate in the Company's annual long-term incentive equity grant program beginning with the 2018 performance year. The grant date for your 2018 award will occur on the first MDCC meeting after the Effective Date, and will have a targeted grant value of ​. Awards after 2018 will be in the range of ​- 3.0 million, as determined in accordance with normal Company procedures. The awards shall be delivered in equity (RSUs, stock options and/or performance stock units) and have terms and conditions consistent with awards made to other similarly situated officers of the Company.