UNDERWRITING AGREEMENT AMERICAN CAPITAL AGENCY CORP. (a Delaware corporation) 6,000,000 SharesUnderwriting Agreement • April 3rd, 2012 • American Capital Agency Corp • Real estate investment trusts • New York
American Capital Agency Corp., a Delaware corporation (the “Company”) and American Capital AGNC Management, LLC, a Delaware limited liability company and manager of the Company (the “Manager”), confirm their agreement with each of the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter hereinafter substituted as provided in Section 10 hereof), for whom Citigroup Global Markets Inc., UBS Securities LLC and Wells Fargo Securities, LLC are acting as representatives (in such capacity, if and as applicable, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 6,000,000 shares of 8.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, liquidation preference $25.00 per share, of the Company (“Series A Stock”), a series of the Company's preferred stock, par value $0.01 per share (the “Preferred Stock”), and (ii)
