Abstract: Choosing all 1075 listed companies of share A which pay out dividends in cash as sample units, the paper tests how manager pay off(MBO) affects payout in cash. Regression analysis shows MBO could increase agency costs of listed companies. The authors further consider that the problems of “absence of owners” sharpen the conflict between managers and stockholder agency. The analysis also shows the positive regression relationship between MBO and payout for the companies with high percentage of state owned shares. So MBO is an effective way to solve the conflict of stockholder agency.