Prospectus excerpt:  American Capital Agency Corp. is offering to the public 6,000,000 shares of 8.000% Series A Cumulative Redeemable Preferred Stock. This is an original issuance of the Series A Preferred Stock. The company will pay quarterly cumulative dividends on the Series A Preferred Stock, in arrears, on the 15th day of each January, April, July and October (provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day) from, and including, the date of original issuance at 8.000% of the $25.00 per share liquidation preference per annum (equivalent to $2.000 per annum per share).

The Series A Preferred Stock will not be redeemable before April 5, 2017, except under circumstances intended to preserve the qualification as a real estate investment trust, or REIT, for federal income tax purposes and except as described below upon the occurrence of a Change of Control (as defined herein).

On or after April 5, 2017, the company may, at their option, redeem any or all of the shares of the Series A Preferred Stock at $25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date. In addition, upon the occurrence of a Change of Control, the company may, at their option, redeem any or all of the shares of Series A Preferred Stock within 120 days after the first date on which such Change of Control occurred at $25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date.

The Series A Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the company or converted into the company's common stock in connection with a Change of Control by the holders of Series A Preferred Stock.

Upon the occurrence of a Change of Control, provided that the Common Stock Authorization (as defined herein) has occurred at or prior to such Change of Control, each holder of Series A Preferred Stock will have the right (subject to the company's election to redeem the Series A Preferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined herein)) to convert some or all of the Series A Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the company's common stock per share of Series A Preferred Stock equal to the lesser of:

the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per share of the Series A Preferred Stock plus the amount of any accumulated and unpaid dividends thereon to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a dividend record date (as defined herein) and prior to the corresponding dividend payment date (as defined herein) for the Series A Preferred Stock, in which case no additional amount for such accrued and unpaid dividends will be included in this sum) by (ii) the Common Stock Price (as defined herein); and

1.7100 (the ôShare Capö), subject to certain adjustments as explained herein; in each case, on the terms and subject to the conditions described in the prospectus supplement, including provisions for the receipt, under specified circumstances, of alternative consideration as described in this prospectus supplement.

If, following a Change of Control, the Common Stock Authorization has not occurred and the company has not exercised their option to redeem the Series A Preferred Stock as described above, they will increase the cumulative dividend rate by 300 basis points per annum. Holders of shares of the Series A Preferred Stock will be entitled to receive cumulative cash dividends from, and including, the first date on which the Change of Control has occurred at the increased rate for so long as they have not exercised their option to redeem the Series A Preferred Stock.