<PAGE>
                                                                     Exhibit 4.3








                          NEW YORK MORTGAGE TRUST, INC.

                            2004 STOCK INCENTIVE PLAN
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NEW YORK MORTGAGE TRUST, INC.                          2004 STOCK INCENTIVE PLAN




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                             Page
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<S>               <C>                                                                                               <C>
Article I         DEFINITIONS....................................................................................     1

     1.01.        Acquiring Person...............................................................................     1
     1.02.        Affiliate......................................................................................     1
     1.03.        Agreement......................................................................................     1
     1.04.        Associate......................................................................................     1
     1.05.        Board..........................................................................................     1
     1.06.        Change in Control..............................................................................     1
     1.07.        Code2
     1.08.        Committee......................................................................................     2
     1.09.        Common Stock...................................................................................     2
     1.10.        Company........................................................................................     2
     1.11.        Continuing Director............................................................................     2
     1.12.        Control Change Date............................................................................     3
     1.13.        Corresponding SAR..............................................................................     3
     1.14.        Exchange Act...................................................................................     3
     1.15.        Fair Market Value..............................................................................     3
     1.16.        Incentive Award................................................................................     3
     1.17.        Initial Value..................................................................................     3
     1.18.        Option.........................................................................................     3
     1.19.        Participant....................................................................................     3
     1.20.        Performance Shares.............................................................................     4
     1.21.        Person.........................................................................................     4
     1.22.        Plan4
     1.23.        Related Entity.................................................................................     4
     1.24.        SAR 4
     1.25.        Stock Award....................................................................................     4

Article II        PURPOSES.......................................................................................     5


Article III       ADMINISTRATION.................................................................................     6


Article IV         ELIGIBILITY...................................................................................     7


Article V         COMMON STOCK SUBJECT TO PLAN...................................................................     8

     5.01.        Common Stock Issued............................................................................     8
     5.02.        Aggregate Limit................................................................................     8
     5.03.        Individual Limit...............................................................................     8
     5.04.        Reallocation of Shares.........................................................................     8

Article VI        OPTIONS........................................................................................    10
</TABLE>

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NEW YORK MORTGAGE TRUST, INC.                          2004 STOCK INCENTIVE PLAN


<TABLE>
<S>               <C>                                                                                                 <C>
     6.01.        Award..........................................................................................     10
     6.02.        Option Price...................................................................................     10
     6.03.        Maximum Option Period..........................................................................     10
     6.04.        Nontransferability.............................................................................     10
     6.05.        Transferable Options...........................................................................     10
     6.06.        Employee Status................................................................................     11
     6.07.        Exercise.......................................................................................     11
     6.08.        Payment........................................................................................     11
     6.09.        Change in Control..............................................................................     11
     6.10.        Stockholder Rights.............................................................................     12
     6.11.        Disposition of Shares..........................................................................     12

Article           VII SARS.......................................................................................     13

     7.01.        Award..........................................................................................     13
     7.02.        Maximum SAR Period.............................................................................     13
     7.03.        Nontransferability.............................................................................     13
     7.04.        Transferable SARs..............................................................................     13
     7.05.        Exercise.......................................................................................     14
     7.06.        Change in Control..............................................................................     14
     7.07.        Employee Status................................................................................     14
     7.08.        Settlement.....................................................................................     14
     7.09.        Stockholder Rights.............................................................................     14

Article            VIII STOCK AWARDS.............................................................................     15

     8.01.        Award..........................................................................................     15
     8.02.        Vesting........................................................................................     15
     8.03.        Performance Objectives.........................................................................     15
     8.04.        Employee Status................................................................................     16
     8.05.        Change in Control..............................................................................     16
     8.06.        Stockholder Rights.............................................................................     16

Article IX        PERFORMANCE SHARE AWARDS.......................................................................     17

     9.01.        Award..........................................................................................     17
     9.02.        Earning the Award..............................................................................     17
     9.03.        Payment........................................................................................     17
     9.04.        Stockholder Rights.............................................................................     17
     9.05.        Nontransferability.............................................................................     18
     9.06.        Transferable Performance Shares................................................................     18
     9.07.        Employee Status................................................................................     18
     9.08.        Change in Control..............................................................................     18

Article X         INCENTIVE AWARDS...............................................................................     19
</TABLE>

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NEW YORK MORTGAGE TRUST, INC.                          2004 STOCK INCENTIVE PLAN





<TABLE>
<S>               <C>                                                                                                 <C>
     10.01.       Award..........................................................................................     19
     10.02.       Terms and Conditions...........................................................................     19
     10.03.       Nontransferability.............................................................................     19
     10.04.       Transferable Incentive Awards..................................................................     19
     10.05.       Employee Status................................................................................     20
     10.06.       Change in Control..............................................................................     20
     10.07.       Stockholder Rights.............................................................................     20

Article XI        ADJUSTMENT UPON CHANGE IN COMMON STOCK.........................................................     21


Article XII       COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES..........................................     22


Article XIII      GENERAL PROVISIONS.............................................................................     23

     13.01.       Effect on Employment and Service...............................................................     23
     13.02.       Unfunded Plan..................................................................................     23
     13.03.       Rules of Construction..........................................................................     23

Article XIV        AMENDMENT.....................................................................................     24


Article XV        DURATION OF PLAN...............................................................................     25


Article XVI EFFECTIVE DATE OF PLAN...............................................................................     26

</TABLE>

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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN



                                    ARTICLE I
                                   DEFINITIONS

1.01. ACQUIRING PERSON

      Acquiring Person means that a Person, considered alone or as part of a
"group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, is or becomes directly or indirectly the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of securities representing at
least fifty percent (50%) of the Company's then outstanding securities entitled
to vote generally in the election of the Board.

1.02. AFFILIATE

      Affiliate means any "subsidiary" or "parent" corporation (as such terms
are defined in Section 424 of the Code) of the Company.

1.03. AGREEMENT

      Agreement means a written agreement (including any amendment or supplement
thereto) between the Company and a Participant specifying the terms and
conditions of a Stock Award, an award of Performance Shares, an Incentive Award
or an Option or SAR granted to such Participant.

1.04. ASSOCIATE

      Associate, with respect to any Person, is defined in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act. An Associate does not
include the Company or a majority-owned subsidiary of the Company.

1.05. BOARD

      Board means the Board of Directors of the Company.

1.06. CHANGE IN CONTROL

      "Change in Control" means (i) a Person is or becomes an Acquiring Person;
(ii) holders of the securities of the Company entitled to vote thereon approve
any agreement with a Person (or, if such approval is not required by applicable
law and is not solicited by the Company, the closing of such an agreement) that
involves the transfer of all or substantially all of the Company's total assets
on a consolidated basis, as reported in the Company's consolidated financial
statements filed with the Securities and Exchange Commission; (iii) holders of
the securities of the Company entitled to vote thereon approve a transaction
(or, if such approval is not required by applicable law and is not solicited by
the Company, the closing of such a transaction) pursuant to which the Company
will undergo a merger, consolidation, or statutory


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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

share exchange with a Person, regardless of whether the Company is intended to
be the surviving or resulting entity after the merger, consolidation, or
statutory share exchange, other than a transaction that results in the voting
securities of the Company carrying the right to vote in elections of persons to
the Board outstanding immediately prior to the closing of the transaction
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 50% (fifty percent) of
the Company's voting securities carrying the right to vote in elections of
persons to the Company's Board, or such securities of such surviving entity,
outstanding immediately after the closing of such transaction; (iv) the
Continuing Directors cease for any reason to constitute a majority of the Board;
(v) holders of the securities of the Company entitled to vote thereon approve a
plan of complete liquidation of the Company or an agreement for the sale or
liquidation by the Company of all or substantially all of the Company's assets
(or, if such approval is not required by applicable law and is not solicited by
the Company, the commencement of actions constituting such a plan or the closing
of such an agreement); or (vi) the Board adopts a resolution to the effect that,
in its judgment, as a consequence of any one or more transactions or events or
series of transactions or events, a Change in Control of the Company has
effectively occurred. The Board shall be entitled to exercise its sole and
absolute discretion in exercising its judgment and in the adoption of such
resolution, whether or not any such transaction(s) or event(s) might be deemed,
individually or collectively, to satisfy any of the criteria set forth in
subparagraphs (i) through (v) above.

1.07. CODE


      Code means the Internal Revenue Code of 1986, and any amendments thereto.

1.08. COMMITTEE

      Committee means the Compensation Committee of the Board.

1.09. COMMON STOCK

      Common Stock means the common stock, par value $0.01 per share, of the
Company.

1.10. COMPANY

      Company means New York Mortgage Trust, Inc., a Maryland corporation.

1.11. CONTINUING DIRECTOR

      Continuing Director means any member of the Board, while a member of the
Board and (i) who was a member of the Board on the closing date of the Company's
initial public offering of the Common Stock or (ii) whose nomination for or
election to the Board was recommended or approved by a majority of the
Continuing Directors.



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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN


1.12. CONTROL CHANGE DATE

      Control Change Date means the date on which a Change in Control occurs. If
a Change in Control occurs on account of a series of transactions, the "Control
Change Date" is the date of the last of such transactions.

1.13. CORRESPONDING SAR

      Corresponding SAR means an SAR that is granted in relation to a particular
Option and that can be exercised only upon the surrender to the Company,
unexercised, of that portion of the Option to which the SAR relates.

1.14. EXCHANGE ACT

      Exchange Act means the Securities Exchange Act of 1934, as amended.

1.15. FAIR MARKET VALUE

      Fair Market Value means, on any given date, the reported "closing" price
of a share of Common Stock on the New York Stock Exchange. If, on any given
date, no share of Common Stock is traded on the New York Stock Exchange, then
Fair Market Value shall be determined with reference to the next preceding day
that the Common Stock was so traded.

1.16. INCENTIVE AWARD

      Incentive Award means an award which, subject to such terms and conditions
as may be prescribed by the Committee, entitles the Participant to receive
shares of Common Stock or a cash payment from the Company or an Affiliate.

1.17. INITIAL VALUE

      Initial Value means, with respect to a Corresponding SAR, the option price
per share of the related Option and, with respect to an SAR granted
independently of an Option, the Fair Market Value of one share of Common Stock
on the date of grant.

1.18. OPTION

      Option means a stock option that entitles the holder to purchase from the
Company a stated number of shares of Common Stock at the price set forth in an
Agreement.

1.19. PARTICIPANT

      Participant means an employee of the Company or an Affiliate, a
non-employee member of the Board, or a person or entity that provides services
to the Company or an Affiliate and who satisfies the requirements of Article IV
and is selected by the Committee to receive an award of


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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

Performance Shares, a Stock Award, an Option, an SAR, an Incentive Award or a
combination thereof.

1.20. PERFORMANCE SHARES

      Performance Shares means an award, in the amount determined by the
Committee, stated with reference to a specified number of shares of Common
Stock, that in accordance with the terms of an Agreement entitles the holder to
receive a cash payment or shares of Common Stock or a combination thereof.

1.21. PERSON

      "Person" means any human being, firm, corporation, partnership, or other
entity. "Person" also includes any human being, firm, corporation, partnership,
or other entity as defined in sections 13(d)(3) and 14(d)(2) of the Exchange
Act. The term "Person" does not include the Company or any Related Entity, and
the term Person does not include any employee-benefit plan maintained by the
Company or any Related Entity, or any person or entity organized, appointed, or
established by the Company or any Related Entity for or pursuant to the terms of
any such employee-benefit plan, unless the Board determines that such an
employee-benefit plan or such person or entity is a "Person".

1.22. PLAN


      Plan means the New York Mortgage Trust, Inc. 2004 Stock Incentive Plan.

1.23. RELATED ENTITY

      Related Entity means any entity that is part of a controlled group of
corporations or is under common control with the Company within the meaning of
Sections 1563(a), 414(b) or 414(c) of the Code.

1.24. SAR


      SAR means a stock appreciation right that in accordance with the terms of
an Agreement entitles the holder to receive a number of shares of Common Stock,
or in the discretion of the Committee, a cash award, or a combination of shares
of Common Stock and cash based on the increase in the Fair Market Value of the
shares underlying the stock appreciation right during a stated period specified
by the Committee. References to "SARs" include both Corresponding SARs and SARs
granted independently of Options, unless the context requires otherwise.

1.25. STOCK AWARD

      Stock Award means shares of Common Stock awarded to a Participant under
Article VIII.



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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

                                   ARTICLE II
                                    PURPOSES

      The Plan is intended to assist the Company and its Affiliates in
recruiting and retaining individuals and other service providers with ability
and initiative by enabling such persons or entities to participate in the future
success of the Company and its Affiliates and to associate their interests with
those of the Company and its stockholders. The Plan is intended to permit the
grant of both Options qualifying under Section 422 of the Code ("incentive stock
options") and Options not so qualifying, and the grant of SARs, Stock Awards,
Performance Shares and Incentive Awards in accordance with the Plan and
procedures that may be established by the Committee. No Option that is intended
to be an incentive stock option shall be invalid for failure to qualify as an
incentive stock option. The proceeds received by the Company from the sale of
shares of Common Stock pursuant to this Plan shall be used for general corporate
purposes.



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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

                                  ARTICLE III
                                 ADMINISTRATION

      The Plan shall be administered by the Committee. The Committee shall have
authority to grant Stock Awards, Performance Shares, Incentive Awards, Options
and SARs upon such terms (not inconsistent with the provisions of this Plan), as
the Committee may consider appropriate. Such terms may include conditions (in
addition to those contained in this Plan), on the exercisability of all or any
part of an Option or SAR or on the transferability or forfeitability of a Stock
Award, an award of Performance Shares or an Incentive Award. Notwithstanding any
such conditions, the Committee may, in its discretion, accelerate the time at
which any Option or SAR may be exercised, or the time at which a Stock Award may
become transferable or nonforfeitable or the time at which an Incentive Award or
award of Performance Shares may be settled. In addition, the Committee shall
have complete authority to interpret all provisions of this Plan; to prescribe
the form of Agreements; to adopt, amend, and rescind rules and regulations
pertaining to the administration of the Plan; and to make all other
determinations necessary or advisable for the administration of this Plan. The
express grant in the Plan of any specific power to the Committee shall not be
construed as limiting any power or authority of the Committee. Any decision
made, or action taken, by the Committee in connection with the administration of
this Plan shall be final and conclusive. The members of the Committee shall not
be liable for any act done in good faith with respect to this Plan or any
Agreement, Option, SAR, Stock Award, Incentive Award or award of Performance
Shares. All expenses of administering this Plan shall be borne by the Company.

      The Committee, in its discretion, may delegate to one or more officers of
the Company all or part of the Committee's authority and duties with respect to
grants and awards to individuals who are not subject to the reporting and other
provisions of Section 16 of the Exchange Act. The Committee may revoke or amend
the terms of a delegation at any time but such action shall not invalidate any
prior actions of the Committee's delegate or delegates that were consistent with
the terms of the Plan and the Committee's prior delegation.



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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN


                                   ARTICLE IV
                                   ELIGIBILITY

      Any employee of the Company or an Affiliate (including a corporation that
becomes an Affiliate after the adoption of this Plan) and any non-employee
member of the Board is eligible to participate in this Plan. In addition, any
other person or entity that provides services to the Company or an Affiliate is
eligible to participate in this Plan if the Board, in its sole discretion,
determines that it is in the best interest of the Company.



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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

                                   ARTICLE V
                          COMMON STOCK SUBJECT TO PLAN

5.01. COMMON STOCK ISSUED

      Upon the award of shares of Common Stock pursuant to a Stock Award or in
settlement of an award of Performance Shares, the Company may deliver to the
Participant shares of Common Stock or treasury shares from its authorized but
unissued Common Stock. Upon the exercise of any Option or SAR, the Company may
deliver to the Participant (or the Participant's broker if the Participant so
directs), shares of Common Stock from its authorized but unissued Common Stock.

5.02. AGGREGATE LIMIT

      The maximum aggregate number of shares of Common Stock that may be issued
under this Plan is 1,500,250, or 8.5% of the number of shares of Common Stock
outstanding upon completion of the Company's initial public offering (the
"IPO"), subject to adjustment upon any exercise by the underwriters in the IPO
of their over-allotment option such that the maximum aggregate number of shares
of Common Stock that may be issued under the Plan remains at 8.5% of the number
of shares of Common Stock outstanding upon completion of the IPO (an "IPO
Over-Allotment Adjustment"). The maximum aggregate number of shares of Common
Stock that may be issued under this Plan pursuant to the exercise of SARs and
Options is 706,000 shares, or 4.0% of the number of shares of Common Stock
outstanding upon completion of the IPO, subject to any Over-Allotment
Adjustment, and the maximum aggregate number of shares of Common Stock that may
be issued under this Plan as Stock Awards and the settlement of Performance
Shares is 794,250 shares, or 4.5% of the number of shares of Common Stock
outstanding upon completion of the IPO, subject to any Over-Allotment
Adjustment. In addition, the maximum aggregate number of shares of Common Stock
that may be issued under this Plan and the foregoing limits shall be subject to
adjustment as provided in Article XI.

5.03. INDIVIDUAL LIMIT

      The maximum number of shares of Common Stock that can be issued under the
Plan to any Participant pursuant to Options, SARs and Stock Awards that are
earned solely on account of the passage of time or continued employment or
service is 175,000 shares in any calendar year. The maximum number of shares of
Common Stock that can be issued under the Plan to any Participant pursuant to
other awards is 60,000 shares in any calendar year. This Section 5.03 applies
with respect to awards that are made at the end of the transition period
prescribed by the regulations under Code section 162(m).

5.04. REALLOCATION OF SHARES

      If an Option is terminated, in whole or in part, for any reason other than
its exercise or the exercise of a Corresponding SAR that is settled with shares
of Common Stock, the number of


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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

shares of Common Stock allocated to the Option or portion thereof may be
reallocated to other Options, SARs, Performance Shares, and Stock Awards to be
granted under this Plan. If an SAR is terminated, in whole or in part, for any
reason other than its exercise that is settled with shares of Common Stock or
the exercise of a related Option, the number of shares of Common Stock allocated
to the SAR or portion thereof may be reallocated to other Options, SARs,
Performance Shares, and Stock Awards to be granted under this Plan. If an award
of Performance Shares is terminated, in whole or in part, for any reason other
than its settlement with shares of Common Stock, the number of shares allocated
to the Performance Share award or portion thereof may be reallocated to other
Options, SARs, Performance Shares and Stock Awards to be granted under this
Plan. If a Stock Award is forfeited, in whole or in part, for any reason, the
number of shares of Common Stock allocated to the Stock Award or portion thereof
may be reallocated to other Options, SARs, Performance Shares and Stock Awards
to be granted under this Plan.



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NEW YORK MORTGAGE TRUST, INC.                          2004 STOCK INCENTIVE PLAN

                                   ARTICLE VI
                                    OPTIONS

6.01. AWARD

      In accordance with the provisions of Article IV, the Committee will
designate each individual to whom an Option is to be granted and will specify
the number of shares of Common Stock covered by such awards.

6.02. OPTION PRICE

      The price per share of Common Stock purchased on the exercise of an Option
shall be determined by the Committee on the date of grant, but shall not be less
than the Fair Market Value on the date the Option is granted.

6.03. MAXIMUM OPTION PERIOD

      The maximum period in which an Option may be exercised shall be determined
by the Committee on the date of grant, except that no Option that is an
incentive stock option shall be exercisable after the expiration of ten years
from the date such Option was granted. The terms of any Option that is an
incentive stock option may provide that it is exercisable for a period less than
such maximum period.

6.04. NONTRANSFERABILITY

      Except as provided in Section 6.05, each Option granted under this Plan
shall be nontransferable except by will or by the laws of descent and
distribution. In the event of any transfer of an Option (by the Participant or
his transferee), the Option and any Corresponding SAR that relates to such
Option must be transferred to the same person or persons or entity or entities.
Except as provided in Section 6.05, during the lifetime of the Participant to
whom the Option is granted, the Option may be exercised only by the Participant.
No right or interest of a Participant in any Option shall be liable for, or
subject to, any lien, obligation, or liability of such Participant.

6.05. TRANSFERABLE OPTIONS

      Section 6.04 to the contrary notwithstanding, if the Agreement provides,
an Option that is not an incentive stock option may be transferred by a
Participant to the Participant's children, grandchildren, spouse, one or more
trusts for the benefit of such family members or a partnership in which such
family members are the only partners, on such terms and conditions as may be
permitted under Rule 16b-3 under the Exchange Act as in effect from time to
time. The holder of an Option transferred pursuant to this Section shall be
bound by the same terms and conditions that governed the Option during the
period that it was held by the Participant; provided, however, that such
transferee may not transfer the Option except by will or the laws of descent




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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

and distribution. In the event of any transfer of an Option (by the Participant
or his transferee), the Option and any Corresponding SAR that relates to such
Option must be transferred to the same person or persons or entity or entities.

6.06. EMPLOYEE STATUS

      For purposes of determining the applicability of Section 422 of the Code
(relating to incentive stock options), or in the event that the terms of any
Option provide that it may be exercised only during employment or continued
service or within a specified period of time after termination of employment or
continued service, the Committee may decide to what extent leaves of absence for
governmental or military service, illness, temporary disability, or other
reasons shall not be deemed interruptions of continuous employment or service.

6.07. EXERCISE

      Subject to the provisions of this Plan and the applicable Agreement, an
Option may be exercised in whole at any time or in part from time to time at
such times and in compliance with such requirements as the Committee shall
determine; provided, however, that incentive stock options (granted under the
Plan and all plans of the Company and its Affiliates) may not be first
exercisable in a calendar year for shares of Common Stock having a Fair Market
Value (determined as of the date an Option is granted) exceeding $100,000. An
Option granted under this Plan may be exercised with respect to any number of
whole shares less than the full number for which the Option could be exercised.
A partial exercise of an Option shall not affect the right to exercise the
Option from time to time in accordance with this Plan and the applicable
Agreement with respect to the remaining shares subject to the Option. The
exercise of an Option shall result in the termination of any Corresponding SAR
to the extent of the number of shares with respect to which the Option is
exercised.

6.08. PAYMENT

      Subject to rules established by the Committee and unless otherwise
provided in an Agreement, payment of all or part of the Option price may be made
in cash, certified check, by tendering shares of Common Stock (which, if
acquired from the Company, have been held by the Participant for at least six
months) or by a broker-assisted cashless exercise. If shares of Common Stock are
used to pay all or part of the Option price, the sum of the cash and cash
equivalent and the Fair Market Value (determined as of the day preceding the
date of exercise) of the shares surrendered must not be less than the Option
price of the shares for which the Option is being exercised.

6.09. CHANGE IN CONTROL

      Section 6.07 to the contrary notwithstanding, the Committee shall have the
authority to cause any or all of the Options outstanding as of any Control
Change Date to become fully exercisable on and after such Control Change Date.



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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

6.10. STOCKHOLDER RIGHTS

      No Participant shall have any rights as a stockholder with respect to
shares subject to his Option until the date of exercise of such Option.

6.11. DISPOSITION OF SHARES

      A Participant shall notify the Company of any sale or other disposition of
shares of Common Stock acquired pursuant to an Option that was an incentive
stock option if such sale or disposition occurs (i) within two years of the
grant of an Option or (ii) within one year of the issuance of shares of Common
Stock to the Participant. Such notice shall be in writing and directed to the
Secretary of the Company.

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NEW YORK MORTGAGE TRUST, INC.                          2004 STOCK INCENTIVE PLAN

                                  ARTICLE VII
                                      SARS

7.01. AWARD

      In accordance with the provisions of Article IV, the Committee will
designate each individual to whom SARs are to be granted and will specify the
number of shares of Common Stock covered by such awards. For purposes of the
foregoing limit, an Option and Corresponding SAR shall be treated as a single
award. In addition no Participant may be granted Corresponding SARs (under all
incentive stock option plans of the Company and its Affiliates) that are related
to incentive stock options which are first exercisable in any calendar year for
shares of Common Stock having an aggregate Fair Market Value (determined as of
the date the related Option is granted) that exceeds $100,000.

7.02. MAXIMUM SAR PERIOD

      The term of each SAR shall be determined by the Committee on the date of
grant, except that no Corresponding SAR that is related to an incentive stock
option shall have a term of more than ten years from the date such related
Option was granted. The terms of any Corresponding SAR that is related to an
incentive stock option may provide that it has a term that is less than such
maximum period.

7.03. NONTRANSFERABILITY

      Except as provided in Section 7.04, each SAR granted under this Plan shall
be nontransferable except by will or by the laws of descent and distribution. In
the event of any such transfer, a Corresponding SAR and the related Option must
be transferred to the same person or persons or entity or entities. Except as
provided in Section 7.04, during the lifetime of the Participant to whom the SAR
is granted, the SAR may be exercised only by the Participant. No right or
interest of a Participant in any SAR shall be liable for, or subject to, any
lien, obligation, or liability of such Participant.

7.04. TRANSFERABLE SARS

      Section 7.03 to the contrary notwithstanding, if the Agreement provides,
an SAR, other than a Corresponding SAR that is related to an incentive stock
option, may be transferred by a Participant to the Participant's children,
grandchildren, spouse, one or more trusts for the benefit of such family members
or a partnership in which such family members are the only partners, on such
terms and conditions as may be permitted under Rule 16b-3 under the Exchange Act
as in effect from time to time. The holder of an SAR transferred pursuant to
this Section shall be bound by the same terms and conditions that governed the
SAR during the period that it was held by the Participant; provided, however,
that such transferee may not transfer the SAR except by will or the laws of
descent and distribution. In the event of any transfer of a Corresponding SAR


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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

(by the Participant or his transferee), the Corresponding SAR and the related
Option must be transferred to the same person or person or entity or entities.

7.05. EXERCISE

      Subject to the provisions of this Plan and the applicable Agreement, an
SAR may be exercised in whole at any time or in part from time to time at such
times and in compliance with such requirements as the Committee shall determine;
provided, however, that a Corresponding SAR that is related to an incentive
stock option may be exercised only to the extent that the related Option is
exercisable and only when the Fair Market Value exceeds the option price of the
related Option. An SAR granted under this Plan may be exercised with respect to
any number of whole shares less than the full number for which the SAR could be
exercised. A partial exercise of an SAR shall not affect the right to exercise
the SAR from time to time in accordance with this Plan and the applicable
Agreement with respect to the remaining shares subject to the SAR. The exercise
of a Corresponding SAR shall result in the termination of the related Option to
the extent of the number of shares with respect to which the SAR is exercised.

7.06. CHANGE IN CONTROL

      Section 7.05 to the contrary notwithstanding, the Committee shall have the
authority to cause any or all of the SARs outstanding as of any Control Change
Date to become fully exercisable on and after such Control Change Date.

7.07. EMPLOYEE STATUS

      If the terms of any SAR provide that it may be exercised only during
employment or continued service or within a specified period of time after
termination of employment or continued service, the Committee may decide to what
extent leaves of absence for governmental or military service, illness,
temporary disability or other reasons shall not be deemed interruptions of
continuous employment or service.

7.08. SETTLEMENT

      At the Committee's discretion, the amount payable as a result of the
exercise of an SAR may be settled in cash, shares of Common Stock, or a
combination of cash and Common Stock. No fractional share will be deliverable
upon the exercise of an SAR but a cash payment will be made in lieu thereof.

7.09. STOCKHOLDER RIGHTS

      No Participant shall, as a result of receiving an SAR, have any rights as
a stockholder of the Company or any Affiliate until the date that the SAR is
exercised and then only to the extent that the SAR is settled by the issuance of
Common Stock.



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NEW YORK MORTGAGE TRUST, INC.                          2004 STOCK INCENTIVE PLAN

                                  ARTICLE VIII
                                  STOCK AWARDS

8.01. AWARD

      In accordance with the provisions of Article IV, the Committee will
designate each individual to whom a Stock Award is to be made and will specify
the number of shares of Common Stock covered by such awards.

8.02. VESTING

      The Committee, on the date of the award, may prescribe that a
Participant's rights in a Stock Award shall be forfeitable or otherwise
restricted for a period of time or subject to such conditions as may be set
forth in the Agreement. By way of example and not of limitation, the Committee
may prescribe that Participant's rights in a Stock Award shall be forfeitable or
otherwise restricted subject to the attainment of objectives stated with
reference to the Company's, an Affiliate's or a business unit's attainment of
objectives stated with respect to performance criteria listed in Section 8.03.
If the Committee prescribes that a Stock Award shall become nonforfeitable and
transferable only upon the attainment of performance objectives stated with
respect to one or more of the criteria listed in Section 8.03, the shares of
Common Stock subject to the Stock Award shall become nonforfeitable and
transferable only upon the attainment of performance objectives stated with
respect to one or more of the following criteria, the shares subject to the
Stock Award shall become nonforfeitable and transferable only to the extent that
the Committee certifies that such objectives have been achieved.

8.03. PERFORMANCE OBJECTIVES

      In accordance with Section 8.02, the Committee may prescribe that Stock
Awards will become vested or transferable or both based on objectives stated
with respect to the Company's, an Affiliate's or a business unit's (a) total
stockholder return, (b) total stockholder return as compared to total return (on
a comparable basis) of a publicly available index, (c) net income, (d) pretax
earnings, (e) funds from operations, (f) earnings before interest expense,
taxes, depreciation and amortization, (g) operating margin, (h) earnings per
share, (i) return on equity, capital, assets or investment, (j) operating
earnings, (k) working capital, (l) ratio of debt to stockholders equity and (m)
revenue. If the Committee, on the date of award, prescribes that a Stock Award
shall become nonforfeitable and transferable only upon the attainment of any of
the above criteria, the shares of Common Stock subject to such Stock Award shall
become nonforfeitable and transferable only to the extent that the Committee
certifies that such objectives have been achieved.




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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

8.04. EMPLOYEE STATUS

      In the event that the terms of any Stock Award provide that shares may
become transferable and nonforfeitable thereunder only after completion of a
specified period of employment or continuous service, the Committee may decide
in each case to what extent leaves of absence for governmental or military
service, illness, temporary disability, or other reasons shall not be deemed
interruptions of continuous employment or service.

8.05. CHANGE IN CONTROL

      Sections 8.02, 8.03 and 8.04 to the contrary notwithstanding, the
Committee shall have the authority to cause any or all of the Stock Awards
outstanding as of any Control Change Date to become fully transferable and to
cause all forfeiture restrictions to terminate on and after such Control Change
Date.

8.06. STOCKHOLDER RIGHTS

      Prior to their forfeiture (in accordance with the applicable Agreement and
while the shares of Common Stock granted pursuant to the Stock Award may be
forfeited or are nontransferable), a Participant will have all rights of a
stockholder with respect to a Stock Award, including the right to receive
dividends and vote the shares; provided, however, that during such period (i) a
Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise
dispose of shares granted pursuant to a Stock Award, (ii) the Company shall
retain custody of the certificates evidencing shares granted pursuant to a Stock
Award, and (iii) the Participant will deliver to the Company a stock power,
endorsed in blank, with respect to each Stock Award. The limitations set forth
in the preceding sentence shall not apply after the shares granted under the
Stock Award are transferable and are no longer forfeitable.




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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

                                   ARTICLE IX
                            PERFORMANCE SHARE AWARDS

9.01. AWARD

      In accordance with the provisions of Article IV, the Committee will
designate each individual to whom an award of Performance Shares is to be made
and will specify the number of shares covered by such awards.

9.02. EARNING THE AWARD

      The Committee, on the date of the grant of an award, shall prescribe that
the Performance Shares, or portion thereof, will be earned, and the Participant
will be entitled to receive payment pursuant to the award of Performance Shares,
only upon the satisfaction of performance objectives and such other criteria as
may be prescribed by the Committee during a performance measurement period of at
least three years from the date of the award; provided, however, that the
performance measurement period shall be at least one year from the date of the
award if the payment pursuant to the Performance Share award is contingent upon
the attainment of objectives stated with respect to performance criteria listed
in the following sentence. The performance objectives may be stated with respect
to the Company's, an Affiliate's or a business unit's (a) total stockholder
return, (b) total Stockholder return as compared to total return (on a
comparable basis) of a publicly available index, (c) net income, (d) pretax
earnings, (e) funds from operations, (f) earnings before interest expense,
taxes, depreciation and amortization, (g) operating margin, (h) earnings per
share, (i) return on equity, capital, assets or investment, (j) operating
earnings, (k) working capital, (l) ratio of debt to stockholders equity and (m)
revenue. No payments will be made with respect to Performance Shares unless, and
then only to the extent that, the Committee certifies that such objectives have
been achieved.

9.03. PAYMENT

      In the discretion of the Committee, the amount payable when an award of
Performance Shares is earned may be settled in cash, by the issuance of shares
of Common Stock, or a combination thereof. A fractional share of Common Stock
shall not be deliverable when an award of Performance Shares is earned, but a
cash payment will be made in lieu thereof.

9.04. STOCKHOLDER RIGHTS

      No Participant shall, as a result of receiving an award of Performance
Shares, have any rights as a stockholder until and to the extent that the award
of Performance Shares is earned and settled in shares of Common Stock. After an
award of Performance Shares is earned and settled in shares, a Participant will
have all the rights of a stockholder as described in Section 8.06.




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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

9.05. NONTRANSFERABILITY

      Except as provided in Section 9.06, Performance Shares granted under this
Plan shall be nontransferable except by will or by the laws of descent and
distribution. No right or interest of a Participant in any Performance Shares
shall be liable for, or subject to, any lien, obligation, or liability of such
Participant.

9.06. TRANSFERABLE PERFORMANCE SHARES

      Section 9.05 to the contrary notwithstanding, if the Agreement provides,
an award of Performance Shares may be transferred by a Participant to the
Participant's children, grandchildren, spouse, one or more trusts for the
benefit of such family members or a partnership in which such family members are
the only partners, on such terms and conditions as may be permitted under Rule
16b-3 under the Exchange Act as in effect from time to time. The holder of
Performance Shares transferred pursuant to this Section shall be bound by the
same terms and conditions that governed the Performance Shares during the period
that they were held by the Participant; provided, however that such transferee
may not transfer Performance Shares except by will or the laws of descent and
distribution.

9.07. EMPLOYEE STATUS

      In the event that the terms of any Performance Share award provide that no
payment will be made unless the Participant completes a stated period of
employment or continued service, the Committee may decide to what extent leaves
of absence for government or military service, illness, temporary disability, or
other reasons shall not be deemed interruptions of continuous employment or
service.

9.08. CHANGE IN CONTROL

      Sections 9.02 to the contrary notwithstanding, on and after a Control
Change Date, the Committee shall have the authority to cause any or all of the
Performance Share awards outstanding as of any Control Change Date to become
fully earned as of such Control Change Date. To the extent that the Committee
determines that a Performance Share award is fully earned as of a Control Change
Date and the Agreement provides that the Performance Share award may be settled
with shares of Common Stock, such shares shall be nonforfeitable and
transferable as of the Control Change Date.




                                      -18-
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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

                                   ARTICLE X
                                INCENTIVE AWARDS

10.01. AWARD

      The Committee shall designate Participants to whom Incentive Awards are
made. All Incentive Awards shall be finally determined exclusively by the
Committee under the procedures established by the Committee; provided, however,
that no Participant may receive an Incentive Award payment in any calendar year
that exceeds $3,000,000.

10.02. TERMS AND CONDITIONS

      The Committee, at the time an Incentive Award is made, shall specify the
terms and conditions which govern the award. Such terms and conditions shall
prescribe that the Incentive Award shall be earned only upon, and to the extent
that, performance objectives are satisfied during a performance period of at
least one year after the grant of the Incentive Award. The performance
objectives may be stated with respect to the Company's, an Affiliate's or a
business unit's (a) total stockholder return, (b) total Stockholder return as
compared to total return (on a comparable basis) of a publicly available index,
(c) net income, (d) pretax earnings, (e) funds from operations, (f) earnings
before interest expense, taxes, depreciation and amortization, (g) operating
margin, (h) earnings per share, (i) return on equity, capital, assets or
investment, (j) operating earnings, (k) working capital, (l) ratio of debt to
stockholders equity and (m) revenue. Such terms and conditions also may include
other limitations on the payment of Incentive Awards including, by way of
example and not of limitation, requirements that the Participant complete a
specified period of employment or service with the Company or an Affiliate. The
Committee, at the time an Incentive Award is made, shall also specify when
amounts shall be payable under the Incentive Award and whether amounts shall be
payable in the event of the Participant's death, disability, or retirement.

10.03. NONTRANSFERABILITY

      Except as provided in Section 10.04, Incentive Awards granted under this
Plan shall be nontransferable except by will or by the laws of descent and
distribution. No right or interest of a Participant in an Incentive Award shall
be liable for, or subject to, any lien, obligation, or liability of such
Participant.

10.04. TRANSFERABLE INCENTIVE AWARDS

      Section 10.03 to the contrary notwithstanding, if provided in an
Agreement, an Incentive Award may be transferred by a Participant to the
Participant's children, grandchildren, spouse, one or more trusts for the
benefit of such family members or to a partnership in which such family members
are the only partners, on such terms and conditions as may be permitted by Rule
16b-3 under the Exchange Act as in effect from time to time. The holder of an
Incentive Award transferred pursuant to this Section shall be bound by the same
terms and conditions that



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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

governed the Incentive Award during the period that it was held by the
Participant; provided, however, that such transferee may not transfer the
Incentive Award except by will or the laws of descent and distribution.

10.05. EMPLOYEE STATUS

      If the terms of an Incentive Award provide that a payment will be made
thereunder only if the Participant completes a stated period of employment or
continuous service, the Committee may decide to what extent leaves of absence
for governmental or military service, illness, temporary disability or other
reasons shall not be deemed interruptions of continuous employment or service.

10.06. CHANGE IN CONTROL

      Section 10.02 to the contrary notwithstanding, the Committee shall have
the authority to cause any or all of the Incentive Awards outstanding as of any
Control Change Date to become fully earned as of such Control Change Date.

10.07. STOCKHOLDER RIGHTS

      No Participant shall, as a result of receiving an Incentive Award, have
any rights as a stockholder of the Company or any Affiliate on account of such
award.




                                      -20-
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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

                                   ARTICLE XI
                     ADJUSTMENT UPON CHANGE IN COMMON STOCK

      The maximum number of shares as to which Options, SARs, Performance Shares
and Stock Awards may be granted; the terms of outstanding Stock Awards, Options,
Performance Shares, Incentive Awards, and SARs; and the per individual
limitations on the number of shares of Common Stock for which Options, SARs,
Performance Shares, and Stock Awards may be granted shall be adjusted as the
Board shall determine to be equitably required in the event that (i) the Company
(a) effects one or more stock dividends, stock split-ups, subdivisions or
consolidations of shares or (b) engages in a transaction to which Section 424 of
the Code applies or (ii) there occurs any other event which, in the judgment of
the Board necessitates such action. Any determination made under this Article XI
by the Board shall be final and conclusive.

      The issuance by the Company of stock of any class, or securities
convertible into stock of any class, for cash or property, or for labor or
services, either upon direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of stock or obligations of the Company
convertible into such stock or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the maximum number
of shares as to which Options, SARs, Performance Shares and Stock Awards may be
granted; the per individual limitations on the number of shares for which
Options, SARs, Performance Shares and Stock Awards may be granted; or the terms
of outstanding Stock Awards, Options, Performance Shares, Incentive Awards or
SARs.

      The Committee may make Stock Awards and may grant Options, SARs,
Performance Shares, and Incentive Awards in substitution for performance shares,
phantom shares, stock awards, stock options, stock appreciation rights, or
similar awards held by an individual who becomes an employee of the Company or
an Affiliate in connection with a transaction described in the first paragraph
of this Article XI. Notwithstanding any provision of the Plan (other than the
limitation of Section 5.02), the terms of such substituted Stock Awards or
Option, SAR, Performance Shares or Incentive Award grants shall be as the
Committee, in its discretion, determines is appropriate.




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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

                                  ARTICLE XII
              COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

      No Option or SAR shall be exercisable, no shares of Common Stock shall be
issued, no certificates for shares of Common Stock shall be delivered, and no
payment shall be made under this Plan except in compliance with all applicable
federal and state laws and regulations (including, without limitation,
withholding tax requirements), any listing agreement to which the Company is a
party, and the rules of all domestic stock exchanges on which the Company's
shares may be listed. The Company shall have the right to rely on an opinion of
its counsel as to such compliance. Any stock certificate issued to evidence
shares of Common Stock when a Stock Award is granted, a Performance Share is
settled or for which an Option or SAR is exercised may bear such legends and
statements as the Committee may deem advisable to assure compliance with federal
and state laws and regulations. No Option or SAR shall be exercisable, no Stock
Award or Performance Share shall be granted, no shares of Common Stock shall be
issued, no certificate for shares of Common Stock shall be delivered, and no
payment shall be made under this Plan until the Company has obtained such
consent or approval as the Committee may deem advisable from regulatory bodies
having jurisdiction over such matters.




                                      -22-
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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

                                  ARTICLE XIII
                               GENERAL PROVISIONS

13.01. EFFECT ON EMPLOYMENT AND SERVICE

      Neither the adoption of this Plan, its operation, nor any documents
describing or referring to this Plan (or any part thereof), shall confer upon
any individual or entity any right to continue in the employ or service of the
Company or an Affiliate or in any way affect any right and power of the Company
or an Affiliate to terminate the employment or service of any individual or
entity at any time with or without assigning a reason therefor.

13.02. UNFUNDED PLAN

      This Plan, insofar as it provides for grants, shall be unfunded, and the
Company shall not be required to segregate any assets that may at any time be
represented by grants under this Plan. Any liability of the Company to any
person with respect to any grant under this Plan shall be based solely upon any
contractual obligations that may be created pursuant to this Plan. No such
obligation of the Company shall be deemed to be secured by any pledge of, or
other encumbrance on, any property of the Company.

13.03. RULES OF CONSTRUCTION

      Headings are given to the articles and sections of this Plan solely as a
convenience to facilitate reference. The reference to any statute, regulation,
or other provision of law shall be construed to refer to any amendment to or
successor of such provision of law.



                                      -23-
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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN
                                  ARTICLE XIV
                                    AMENDMENT

      The Board may amend or terminate this Plan at any time; provided, however,
that no amendment may adversely impair the rights of Participants with respect
to outstanding awards. In addition, an amendment will be contingent on approval
of the Company's stockholders, to the extent required by law, the rules of the
New York Stock Exchange or if the amendment would increase the benefits accruing
to Participants under the Plan, materially increase the aggregate number of
shares of Common Stock that may be issued under the Plan or materially modify
the requirements as to eligibility for participation in the Plan.




                                      -24-
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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

                                   ARTICLE XV
                                DURATION OF PLAN

     No Stock Award, Performance Share Award, Option, SAR, or Incentive Award
may be granted under this Plan after April 30, 2014. Stock Awards, Performance
Share Awards, Options, SARs, and Incentive Awards granted before that date shall
remain valid in accordance with their terms.

                                      -25-
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NEW YORK MORTGAGE TRUST, INC.                         2004 STOCK INCENTIVE PLAN

                                  ARTICLE XVI
                             EFFECTIVE DATE OF PLAN

      Options, SARs, Stock Awards, Performance Shares and Incentive Awards may
be granted under this Plan upon its adoption by the Board; provided that, this
Plan shall not be effective unless approved by unanimous consent of the
Company's stockholders or by a majority of the votes cast by the Company's
stockholders, voting either in person or by proxy, at a duly held stockholders'
meeting at which a stockholder quorum is present, before April 30, 2004.

                                      -26-