EXECUTION COPY
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), dated December 31,
2003, and effective as of the Effective Date, is entered into by and between Michael A.J. Farrell (the "Executive")
and Annaly Mortgage Management, Inc., a Maryland corporation (the "Company").
WHEREAS, the Company and the Executive entered into an employment agreement, effective as of January 27,
1997 (the "Employment Agreement"); and
WHEREAS, the Company desires to retain certain employees, including the Executive, in connection with the
transactions (the "Merger") described in that certain Agreement and Plan of Merger by and Among Annaly
Mortgage Management, Inc., Fixed Income Discount Advisory Corporation, FDC Merger Sub, Inc. and the
Persons Signatory Thereto Dated as of December 31, 2003 ("Merger Agreement");
WHEREAS, the Company desires to establish its right to the continued services of the Executive upon the
Effective Time (as defined in the Merger Agreement) of the Merger, 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 conditions.
NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be
legally bound hereby, the parties agree to amend and restate 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:
1. 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 valuat