AMENDED AND RESTATED
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), dated February 25,
2008 (the "Effective Date"), is entered into by and between Wellington Denahan-Norris (the "Executive") and
Annaly Capital Management, Inc., a Maryland corporation (the "Company").
WHEREAS, the Company and the Executive entered into an employment agreement, dated January 27, 1997
(the "Employment Agreement") and amended and restated on December 31, 2003; and
WHEREAS, the Company desires to establish its right to the continued services of the Executive upon the
Effective Date, in the capacity described below, on the terms and conditions and subject to the rights of
termination hereinafter set forth, and the Executive is willing to accept such employment on such terms and
NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be
legally bound hereby, the parties agree to the Employment Agreement in its entirety to read as follows:
In consideration of the mutual agreements hereinafter set forth, the Executive and the Company have agreed and
do hereby agree as follows:
Definitions. Capitalized terms used in this Agreement shall have the respective meanings assigned to them below:
1.1 "Book Value" of the Company shall be equal to the aggregate amounts reported as Stockholders Equity on
the Company's balance sheet as of the end of each fiscal year determined in accordance with generally accepted
accounting principles (GAAP) but without taking into account any valuation reserves (i.e., changes in the value of
the Company's portfolio of investments as a result of mark-to-market valuation changes, referred to in the
financial statements as "Accumulated Other Comprehensive Gain or Loss").
1.2 "Code" shall mean the Internal Revenue Code of 1986, as amended.
1.3 "Compensation Committee" shall mean the Compensation Committee of the Board of Directors of the
1.4 "Good Reason" shall mean the o