Annaly Capital Management, Inc.
COMPENSATION COMMITTEE CHARTER

The Compensation Committee (the "Committee") is appointed by the Board of Directors (the "Board") of Annaly Capital Management, Inc. (the "Company"). It is composed entirely of directors, who meet the independence requirements of the New York Stock Exchange rules. Members of the Committee shall be appointed by the Board upon the recommendation of the Board’s Nominating/Corporate Governance Committee and may be removed by the Board at its discretion. The Board has adopted and approved this charter which will govern the activities of the Committee.

1. Purpose and Goals

The Committee discharges the Board’s responsibilities relating to the compensation of the Company’s executives. The Committee will produce annual reports on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations.

2. Management Compensation

To the full extent permitted by applicable law, the Committee shall:

• Review and approve corporate goals and objectives for the Chief Executive Officer relevant to his or her compensation.
• Evaluate the Chief Executive Officer’s performance in light of the goals and objectives determined by the Committee and set the Chief Executive Officer’s compensation based on its evaluation.
• Review and approve the overall salary and bonus programs of the Company’s executive officers and contractual employees and any amendments to such contracts.
• Review and approve the specific salaries and bonuses for all executive officers and contractual employees and review each employee’s overall job performance.
• Review and approve the proposed compensation and terms of employment contracts of persons proposed to be hired by the Company.
• Approve options to be granted by the Board under the Company’s long-term stock incentive plan.
• Administer the Company’s Executive Performance Plan.

The Committee is authorized to engage or employ such outside professionals or other services as in its discretion may be required to fulfill its responsibilities.

3. Director Compensation

The Committee is responsible for recommending to the Board appropriate compensation for independent directors and compensation for serving on Board committees, reviewing such compensation periodically (at least annually) and recommending changes, as appropriate. The management directors are not separately compensated for serving on the Board or on Board committees. All directors are reimbursed for expenses related to their attendance at Board and Committee meetings. Under current policies, the independent directors each receive an annual director’s fee, as well as a fee for each meeting of the Board that they attend. The members of each Board committee also receive a fee for each meeting that they attend.

4. Annual Performance Evaluation of the Committee

The Committee shall conduct an annual review and evaluation of its performance based upon, among other things, an assessment of the Committee’s fulfillment of its obligations pursuant to this charter, and shall report its findings to the Board. The review shall seek to identify specific areas, if any, in need of improvement or strengthening. As part of this review, the Committee shall consider what qualifications would be desirable for Committee members and shall report its findings to the Board. The Committee shall also review at least annually the adequacy of this charter and recommend changes or modifications for the Boards consideration, as appropriate. In addition, the Committee shall report its findings to the Board in a timely fashion after each meeting that it holds.