Performance Year(s) Subject to Clawback or Forfeiture. The requirements of this Policy shall apply to # the most recent Incentive Compensation that has been vested and/or paid, so long as such payment(s) have taken place within five years from when the Committee approves a clawback; and # all unvested and/or unpaid Incentive Compensation.

Clawback; Forfeiture. Any Award granted pursuant to the Plan on or after ​ will be subject to potential recovery by the Administrator to the extent the Participant is, or in the future becomes, subject to # the Company's Incentive Compensation Clawback Policy or any similar Company "clawback" or recoupment policy or policies that may be adopted by the Board or the Compensation Committee from time to time, or # any law, rule or regulation which imposes mandatory recoupment, under the circumstances set forth in any such law, rule or regulation.

Clawback/Forfeiture. If the Participant receives any amount in excess of what the Participant should have received under the terms of this Award Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Restricted Stock shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law.

Performance Year Notwithstanding the foregoing, Executive’s annual bonus for the 2017 fiscal year shall be 75% of Executive’s Base Salary (ie, the target bonus), prorated for the time he is employed by the Company in the 2017 fiscal year

Clawback Policy. The Award is fully conditioned on and subject to the Performance Conditions (as defined in the Clawback Policy) to vesting and the other clawback, forfeiture and cancellation provisions described in the Wells Fargo & Company Clawback and Forfeiture Policy attached hereto as [Exhibit B], as it may be amended from time to time (the “Clawback Policy”). The Award is also subject to any other applicable reduction, recoupment, “malus” or “clawback” policies, practices or provisions of the Company and its Affiliates, as in effect from time to time, and any applicable reduction, recoupment, malus or clawback requirements imposed under laws, rules and regulations.

Forfeiture and Clawback. The Employee agrees, by acceptance of the Award, that if the Employee breaches any provision of [Sections 5(a), (b), (c), (d) or (e)])])])])], in addition to any and all other remedies available to the Corporation, # the Award and all Restricted Units subject to the Award and any rights with respect to the Award and such Restricted Units shall upon written notice (which may be in electronic form) immediately be forfeited and terminate and be cancelled; and # the Corporation shall have the right upon written notice (which may be in electronic form) to reclaim and receive from the Employee all Shares and cash, as applicable, issued or paid to the Employee in respect of the Restricted Units pursuant to [Sections 1(b) and 1(c)])] above, or to the extent the Employee has transferred such Shares, the Fair Market Value thereof (as of the date such Shares were transferred by the Employee) in cash and any such return of Shares or payment of cash by the Employee which requires action on the part of the Employee shall be made within five (5) business days following receipt of written demand therefore.

Notwithstanding anything to the contrary in this Agreement, if you fail to comply in any material respect with the obligations of [Section 5.2] on one or more occasions following notice and a reasonable opportunity to cure (to the extent such failure is capable of cure), you will be required to repay all amounts, less ​, set forth in [Section 2.1] that have previously been paid to you. In addition, if a court of competent jurisdiction finds that you have violated (and not having promptly cured if such violation is capable of cure) any of your obligations set forth in [Section 5.1], you will be required to repay all amounts, less ​, set forth in [Section 2] that have previously been paid to you and any equity or equity based award which vests after the date hereof shall be forfeited and to the extent that you have sold or realized any net gain on such award you shall be required to disgorge and repay the amount of such net gain to the Company and you will immediately forfeit all rights to the amounts provided in [Section 2] that have not yet been paid to you. The repayment and forfeiture provisions of this [Section 5.3] will be in addition to, and not in limitation of, any other remedies available to the Company Group at law or in equity. In addition, any portion, up to and including the full amounts, paid to you pursuant to [Section 2] will be repaid by you to the Company Group if and to the extent that such amounts paid to you are required to be repaid pursuant to any law, rule or regulation.

Forfeiture and Clawback. The Award of Restricted Stock Units under this Award Agreement will be valid only if the Grantee executes this Award Agreement and returns it to the Corporation within thirty (30) calendar days from the Grant Date. If the Grantee does not execute and return this Award Agreement, the Grantee will forfeit the Award. The Grantee shall be required to repay to the Corporation or forfeit, as appropriate, any and all Restricted Stock Units awarded under this Award Agreement to the extent required by applicable law or the “clawback” provisions of the Plan or any policy adopted by the Committee or the Board, as each may be amended from time to time.

Clawback Policy. The Executive agrees that performance-based incentive compensation awarded or paid by AGNC or the Company to the Executive (whether in cash or equity) shall be subject to the clawback policy of the Company in effect as of the Effective Date, including as it may be amended from time to time in order to comply with the final rules or regulations adopted by the U.S. Securities and Exchange Commission and the Nasdaq Stock Market that implement the incentive-based compensation recovery requirements set forth in Section 10D of the Securities Exchange Act of 1934, as added by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and any other applicable legal requirements or listing standards that may be enacted and in effect from time to time (the “Clawback Rules”) or as otherwise may be amended or adopted in good faith by the Board for the Company’s employees. Such clawback policy, as it may be amended or adopted, will trigger the forfeiture or recoupment of the Executive’s performance-based incentive compensation (and such other compensation covered by the Clawback Rules or determined by the Board in good faith and specified in such policy) if the performance-based incentive compensation (or other compensation) is of the type covered by the Clawback Rules or such clawback policy for employees as adopted by the Board in good faith and # in the event that AGNC is required to prepare an accounting restatement due to AGNC’s material noncompliance with any financial reporting requirement under U.S. federal securities laws, provided that such forfeiture or recoupment shall be limited to the portion of applicable compensation that would not have been awarded or paid to the Executive for or in respect of such restated fiscal year had such financial statements been accurate (as reasonably determined by the Board in accordance with the Clawback Rules), # in such other circumstances as may be required to comply with the Clawback Rules, in which case such forfeiture or recoupment shall be limited to the portion of the applicable compensation required to be forfeited/recouped under the Clawback Rules, or # in such other circumstances and in such amount as the Board may determine in good faith as specified in such policy.

All awards of Restricted Stock designated as "performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), whether unvested or vested, shall be subject to the Company's Incentive-Based Compensation Recoupment Policy (the "Recoupment Policy"), such that any award that was made to a Grantee, who is deemed a "Covered Employee" under the Recoupment Policy, within the three (3) year period preceding the date on which the Company announces that it will prepare an accounting restatement under the Recoupment Policy, shall be subject to deduction, clawback or forfeiture, as applicable.