Exhibit 10.4


Form
of Restricted Stock Award Agreement


RESTRICTED
STOCK AWARD AGREEMENT


          THIS
AGREEMENT (the “Agreement”) is made as of the
[       ] day of
[          ], [          ]
(the “Date of Grant”), between CreXus Investment Corp., a Maryland corporation
(hereinafter called the “Company”), and
[               ]
(hereinafter called the “Participant”).


R
E C I T A L S:


          WHEREAS,
the Company has adopted the 2009 Equity Incentive Plan for CreXus Investment
Corp. (the “Plan”), which Plan is incorporated herein by reference and made a
part of this Agreement; capitalized terms not otherwise defined herein shall
have the same meanings as in the Plan;


          WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that it
would be in the best interests of the Company and its stockholders to grant the
restricted stock award provided for herein to certain Participants who have
performed or are expected to perform services with the Company’s investment
adviser pursuant to the Plan and the terms set forth herein; and


          WHEREAS,
the Participant has been designated by the Company to receive the restricted
stock award provided for herein.


          NOW
THEREFORE, in consideration of the mutual covenants hereinafter set forth, the
parties hereto agree as follows:


          1.
Grant of the Restricted Shares. Subject to the terms and conditions of
the Plan and the additional terms and conditions set forth in this Agreement,
the Company hereby grants to the Participant a restricted stock award (the
“Restricted Stock Award”) consisting of
[          (  )] Shares
(hereinafter called the “Restricted Shares”). The Restricted Shares shall vest
and become nonforfeitable in accordance with Section 2 hereof.


          2.
Vesting.


                    (a)
Subject to the Participant’s continued service with the Company’s investment
adviser, Fixed Income Discount Advisory Company or its Affiliates, the
Restricted Shares shall vest and become nonforfeitable as follows
[               ].
Notwithstanding the foregoing, in the event the above vesting schedule and any
tax withholding requirements results in the vesting of any fractional Shares,
such fractional Shares shall not be deemed vested hereunder but shall vest and
become nonforfeitable when such fractional Shares aggregate whole Shares.


                    (b)
Except as set forth in Section 2(d), if the Participant’s service with the
Company’s investment adviser or its Affiliates terminates or is terminated for
any reason, the Restricted Shares shall, to the extent not then vested, be
forfeited by the Participant without consideration. 


                    (c)
Notwithstanding any other provision of this Agreement to the contrary, in the
event a Change in Control occurs, the Restricted Shares shall, to the extent
not then vested and not previously forfeited, immediately become fully vested,
subject to Section 10(b) of the Plan.


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          (d)
Notwithstanding any other provision of this Agreement to the contrary, in the
event of the death or permanent disability of Participant during the
Participant’s service with the Company’s investment adviser or its Affiliates,
all unvested Restricted Shares shall immediately vest and the right of any
individual, trust, estate or guardian, by will, the laws of descent and
distribution or laws of guardianship, will succeed to the rights and
obligations of the Participant under this Agreement. 


          3.
Book-Entry Procedures; Certificates. Unvested Shares shall not be
certificated and shall be held in book-entry form with the Company’s transfer
agent. Vested Shares may be may be held in book-entry form unless the
Participant requests the issuance of a stock certificate evidencing the vested
Shares. The Participant’s ownership of the Shares shall be registered in the
Participant’s name on the stock transfer books of the Company promptly after
the date hereof. No certificates shall be issued for fractional Shares.


          4.
Rights as a Stockholder. The Participant shall be the record owner of
the Restricted Shares until or unless such Restricted Shares are forfeited
pursuant to Section 2 hereof, and as record owner shall be entitled to all
rights of a common stockholder of the Company, including, without limitation,
voting rights with respect to the Restricted Shares; provided that the
Restricted Shares shall be subject to the limitations on transfer and
encumbrance set forth in Section 7 and the Participant shall not receive any
dividends on any of the Restricted Shares granted hereunder until such
Restricted Shares shall have vested and then shall only receive dividends
declared after the date on which the Restricted Share vest. 


          5.
Legends. The Restricted Shares shall be subject to such stop transfer
orders and other restrictions as the Board may deem advisable under the Plan or
the rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Restricted Shares are listed,
and any applicable Federal or state laws, and the Board may cause a legend or
legends to be put on any such certificates to make appropriate reference to
such restrictions.


          6.
No Right to Continued Employment. The granting of the Restricted Shares
evidenced by this Agreement shall impose no right upon the Participant to continue
in the employ or service of the Company’s investment adviser and shall not
lessen or affect the Company’s investment adviser’s right to terminate the
employ or service of the Participant at any time. 


          7.
Transferability. The Restricted Shares may not, at any time prior to
becoming vested pursuant to Section 2, be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by the Participant (other
than by the laws of descent and distribution) and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company or any Affiliate.


          8.
Withholding. The Participant may be required to pay to the Company or
any Affiliate and the Company or any Affiliate shall have the right and is
hereby authorized to withhold, any applicable withholding taxes in respect of
the Restricted Shares, their grant or vesting or any payment or transfer with
respect to the Restricted Shares and to take such action as may be necessary in
the opinion of the Board to satisfy all obligations for the payment of such
withholding taxes. Without limiting the generality of the foregoing, to the
extent permitted by the Board, the Participant may satisfy, in whole or in part,
the foregoing withholding liability by payment of cash, by delivery of Shares
held by the Participant (which are not subject to any pledge or other security
interest and which have been vested and held by the Participant for no less
than six months (or such other period as established from time to time by the
Board or United States generally accepted accounting principles)) or by having
the Company withhold from the number of 


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Restricted Shares otherwise deliverable to the
Participant hereunder Restricted Shares with a Fair Market Value not in excess
of the statutory minimum withholding liability.


          9.
Securities Laws. Upon the vesting of any Restricted Shares, the
Participant will make or enter into such written representations, warranties and
agreements as the Board may reasonably request in order to comply with
applicable securities laws or with this Agreement.


          10.
Notices. Any notice necessary under this Agreement shall be addressed to
the Company in care of its Secretary at the principal executive office of the
Company and to the Participant at the address appearing in the corporate
records of the Company for such Participant or to either party at such other
address as either party hereto may hereafter designate in writing to the other.
Any such notice shall be deemed effective upon receipt thereof by the
addressee.


          11.
Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAWS.


          12.
Restricted Stock Award Subject to Plan. By entering into this Agreement
the Participant agrees and acknowledges that the Participant has received and
read a copy of the prospectus for the Plan. The Restricted Stock Award and the
Restricted Shares granted hereunder are subject to the Plan. The terms and
provisions of the Plan as it may be amended from time to time are hereby
incorporated herein by reference. In the event of a conflict between any term
or provision contained herein and a term or provision of the Plan, the
applicable terms and provisions of the Plan will govern and prevail.


          13.
Signature in Counterparts. This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


          14.
Entire Agreement. This Agreement and the Plan set forth a complete
understanding between the parties with respect to the subject matter hereof and
thereof and supersede all prior and contemporaneous agreements and
understandings with respect thereto. Any modification, amendment or waiver to
this Agreement will be effective only if it is in writing signed by the Company
and the Employee. The failure of any party to enforce at any time any provision
of this Agreement or the Plan shall not be construed to be a waiver of that or
any other provision of this Agreement or the Plan.


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          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.


	
 

	
 

	
 

	
 

	
 


	
 

	
CREXUS INVESTMENT CORP.


	
 

	
 

	
 

	
 

	
 


	
 

	
By:


	
 

	
 

	



	
 

	
Name:


	
 

	
 

	
 

	
 

	



	
 

	
Title:


	
 

	
 

	
 

	






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Agreed and acknowledged as of the date first written
above:


	
 

	
 

	
 

	
 


	
By:


	
 

	



	
Name:


	
 

	
 

	



	
Title:


	
 

	
 

	






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