AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                                  EXHIBIT 10.9

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), dated April
21, 2006 and effective as of May 1, 2006 (the "Effective Date"), is entered into
by and between Rose-Marie Lyght (the "Executive") and Annaly Mortgage
Management, Inc., a Maryland corporation (the "Company").

     WHEREAS, the Company and the Executive entered into an employment
agreement, dated December 31, 2003 (the "Employment Agreement"); 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 conditions.

     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 Company.
     1.4 "Good Reason" shall mean the occurrence of one or more of the following
without the Executive's written consent: (i) a material breach of this Agreement
by the Company, or (ii) a materially significant change in the Executive's
duties, authorities or responsibilities, or (iii) the relocation of the
Executive's principal place of employment more than 60 miles from New York, New
York, or (iv) the failure of the Company to obtain the assumption in writing of
its obligations to perform this Agreement by any successor to all or
substantially all of the assets or business of the Company within fifteen (15)
days upon a merger, consolidation, sale or similar transaction, provided however
that none of the events specified in (i), (ii) or (iii) shall constitute Good
Reason unless the Executive shall have notified the Company in writing
describing the events which constitute Good Reason and the Company shall have
failed to cure such event within a reasonable period, not to exceed thirty (30)
days, after the Company's actual receipt of such written notice.
     Employment as Senior Vice President, Senior Portfolio Manager of the
Company. The Company hereby employs and engages the Executive as Senior Vice
President, Senior Portfolio Manager of the Company, and the Executive does
hereby accept and agree to such employment and engagement. The Executive's
duties as Senior Vice President, Senior Portfolio Manager shall be such duties
typically required of senior vice presidents, senior portfolio managers, and as
shall from time to time be agreed upon by the Executive and the Board of
Directors of the Company. The Executive shall report solely and directly to the
Company's Managing Directors. The Executive's services shall be performed in the
Company's offices in New York, New York or such other location as the Company
and Executive shall agree. Except for periods of Disability (as defined below),
during the Term, the Executive shall devote substantially all of her business
time, attention and energies to the performance of her duties under this
Agreement; provided, however, that the Executive shall be allowed, to the extent
such activities do not substantially interfere with the performance by the
Executive of her duties and responsibilities hereunder, (a) to manage the
Executive's personal, financial and legal affairs, and (b) serve on civic or
charitable boards or committees. Furthermore, the Executive shall exercise due
diligence and care in the performance of her duties to the Company under this
Agreement.



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     Term of Agreement.

     Effective Date. The term ("Term") of this Agreement shall commence as of
the Effective Date and shall continue through the first anniversary of the
Effective Date. From and after such first anniversary and upon each anniversary
thereafter, the Term of the Agreement shall automatically be extended for
successive one-year periods unless, not later than three months prior to such
first anniversary or any subsequent anniversary, as applicable, either party
shall have given written notice to the other that it does not wish to extend the
Term of the Agreement.

     Compensation.

     Base Salary. The Company shall pay the Executive, and the Executive agrees
to accept from the Company, in payment for her services to the Company, a base
salary equal to a per annum amount of $500,000 ("Base Salary"), payable in equal
biweekly installments or at such other time or times as the Executive and the
Company shall agree. The Base Salary can be increased (but not decreased) at any
time by the Compensation Committee or the Board of Directors of the Company, as
the case may be. The Executive's salary as increased shall be deemed to be the
Base Salary for all purposes under this Agreement.

     Performance Bonus. With respect to each fiscal year, the Executive shall be
eligible to receive an amount equal to the sum of: (A) the excess, if any, of
(i) 0.050% of the Book Value of the Company for such fiscal year over (ii) the
Executive's Base Salary as of the last day of such fiscal year; provided,
however, that the Compensation Committee must approve such amount, plus (B)
additional amounts as may be recommended by management and approved by the
Compensation Committee (such sum being the "Performance Bonus").

     Annual Review. The Board of Directors shall, at least annually, review the
Executive's entire compensation package to determine if it should be increased
(but not decreased) in order for it to continue to meet the Company's
compensation objectives.

     Fringe Benefits. The Executive shall be entitled to participate in any
benefit programs adopted from time to time by the Company for the benefit of its
senior executive employees, and the Executive shall be entitled to receive such
other fringe benefits as may be granted to her from time to time by the
Compensation Committee or the Board of Directors of the Company, as the case may
be.

     Benefit Plans. The Executive shall be entitled to participate in any
benefit plans relating to stock options, stock purchases, awards, pension,
thrift, profit sharing, life insurance, medical coverage, education, or other
retirement or employee benefits available to other senior executive employees of
the Company, subject to any restrictions (including waiting periods) specified
in such plans.

     Vacation. The Executive shall be entitled to such number of weeks of paid
vacation per calendar year as determined by the Board of Directors of the
Company after review of industry standards, but shall in no event be entitled to
fewer than five weeks of paid vacation per calendar year.

     Business Expenses. The Company shall reimburse the Executive for any and
all necessary, customary and usual expenses, properly receipted in accordance
with Company policies, incurred by Executive on behalf of the Company.

     Termination of Executive's Employment.

     Death. If the Executive dies while employed by the Company, her employment
shall immediately terminate. The Company's obligation to pay the Executive's
Base Salary shall cease as of the date of Executive's death, except that any
earned, but unpaid Base Salary and Performance Bonus shall be paid to the
Executive's beneficiaries as soon as practicable after her death. In addition,
the Executive's beneficiaries shall receive the pro rata portion of the
Performance Bonus for the year of the Executive's death, which shall be equal to
the Performance Bonus (as determined at the end of the year of the Executive's
death) multiplied by a ratio equal to (A) the number of days the Executive was
employed in the year of her death, divided by (B) 365. The Performance Bonus
shall be paid to the Executive's beneficiaries at the same time and in the same
manner as such Performance Bonus would have been paid to the Executive had the
Executive not died or been terminated. Thereafter, Executive's beneficiaries or
her estate shall receive benefits in accordance with the Company's retirement,
insurance and other applicable programs and plans then in effect.



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     Disability. If, as a result of the Executive's incapacity due to physical
or mental illness ("Disability"), Executive shall have been absent from the
full-time performance of her duties with the Company for six (6) consecutive
months, and, within thirty (30) days after written notice is provided to her by
the Company, the Executive shall not have returned to the full-time performance
of her duties, the Executive's employment under this Agreement may be terminated
by the Company for Disability. With respect to the period during which begins
when the Executive is first absent from the full-time performance of her duties
with the Company due to Disability and ends upon the later of (i) the date she
is terminated from employment in accordance with the foregoing sentence, or,
(ii) the date she begins receiving long-term disability payments under the
Company's long term disability plan for senior executives ("Salary Continuation
Period"), the Company shall continue to pay the Executive her Base Salary at the
rate in effect at the commencement of such period of Disability. In addition,
the Executive shall receive the pro rata portion of the Performance Bonus for
the year of the Executive's termination due to Disability, which shall be equal
to the Performance Bonus (as determined at the end of the year in which the
Executive is terminated by reason of Disability) multiplied by a ratio equal to
(A) the number of days the Executive was employed in the year of her termination
for Disability, divided by (B) 365. The Performance Bonus shall be paid to the
Executive at the same time and in the same manner as such Performance Bonus
would have been paid had the Executive not been terminated by reason of
Disability. Upon the end of the Salary Continuation Period, the Executive's
benefits shall be determined under the Company's retirement, insurance and other
compensation programs then in effect in accordance with the terms of such
programs

     Termination by the Company for Cause. The Company may terminate the
Executive's employment under this Agreement for "Cause," at any time prior to
expiration of the Term of the Agreement, only in the event of (i) the
Executive's failure to substantially perform the duties described in this
Agreement, (ii) acts or omissions constituting recklessness or willful
misconduct on the part of the Executive in respect of her fiduciary obligations
to the Company which is materially and demonstrably injurious to the Company, or
(iii) the Executive's conviction for fraud, misappropriation or embezzlement in
connection with the