Exhibit 10.2


FORM OF AMENDMENT NO. 1


TO


MANAGEMENT AGREEMENT


          THIS
AMENDMENT NO. 1 dated as of ______, 2008 (the “Amendment”) to the
MANAGEMENT AGREEMENT dated as of November 21, 2007 (the “Agreement”) is
made and entered into by and between CHIMERA INVESTMENT CORPORATION, a Maryland
corporation (the “Company”), and FIXED INCOME DISCOUNT ADVISORY COMPANY,
a Delaware corporation (together with its permitted assignees, the “Manager”).



          WHEREAS,
the Company and the Manager desire to amend the Agreement to amend the
compensation to be paid by the Company to the Manager under the Agreement.


          NOW,
THEREFORE, in consideration of the mutual promises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:


          SECTION
1. AMENDMENT. 


                    (a)
The Agreement is hereby amended by striking Section 1(d) in its
entirety and replacing in lieu thereof the following:


	
 

	
 


	
 

	
                    “(d)
 “Base Management Fee” means a base management fee equal to 1.50% per
 annum, calculated and paid (in cash) quarterly in arrears, of the
 Stockholders’ Equity. The Base Management Fee will be reduced, but not below
 zero, by the Company’s proportionate share of any CDO base management fees
 the Manager receives in connection with the CDOs in which the Company
 invests, based on the percentage of equity the Company holds in such CDOs.”





                    (b)
The Agreement is hereby amended by adding after Section 8(e) the
following:


	
 

	
 

	
 


	
 

	
                         “(f)
 The Board of Directors may, by written notice to the Manager delivered ten
 (10) days prior to the date on which any payment of the Incentive
 Compensation is payable, elect in its sole discretion that the Company pay
 all or a portion of such payment in the form of common stock of the Company;
 provided, however, that the Manager may not receive payment of any portion of
 the Incentive Compensation in the form of shares of common stock of the
 Company if such payment would result in the Manager directly or indirectly
 through one or more subsidiaries owning in the aggregate more than 9.8% of
 the outstanding shares of common stock of the Company unless granted a waiver
 by the Board of Directors. Notwithstanding the foregoing, the Board of
 Directors may not elect to use shares of common stock of the Company as
 payment of the












Incentive
Compensation, except in accordance with all applicable securities exchange
rules and securities laws (including prohibitions on insider trading).


	
 

	
 


	
 

	
                    (g)
 The shares of common stock payable as Incentive Compensation shall be valued
 as follows: (i) if such shares are traded on a securities exchange or
 automated quotation system, the value shall be deemed to be the average of
 the closing prices of the shares on such exchange or automated quotation
 system over the thirty (30) day period ending on the last business day of the
 fiscal quarter for which the Manager is receiving the Incentive Compensation;
 (ii) if such shares are actively traded over-the-counter, the value shall be
 deemed to be the average of the closing prices of the shares over the thirty
 (30) day period ending on the last business day of the fiscal quarter for
 which the Manager is receiving the Incentive Compensation; and (iii) if there
 is no active public market for such shares, the value shall be the fair
 market value thereof, as reasonably determined in good faith by the Board of
 Directors.


	
 

	
 


	
 

	
                    (h)
 If at any time the Manager shall, in connection with a determination of fair
 market value made by the Board of Directors, (i) dispute such determination
 in good faith by more than five percent (5%), and (ii) such dispute cannot be
 resolved between the Independent Directors and the Manager within ten (10)
 business days after the Manager provides written notice to the Company of
 such dispute (the “Valuation Notice”), then the matter shall be resolved by
 an independent appraiser of recognized standing selected jointly by the Independent
 Directors and the Manager within not more than twenty (20) days after the
 Valuation Notice. In the event the Independent Directors and the Manager
 cannot agree with respect to such selection within the aforesaid twenty (20)
 day time-frame, the Independent Directors shall select one such independent
 appraiser and the Manager shall select one independent appraiser within five
 (5) business days after the expiration of the twenty (20) day period, with
 one additional such appraiser (the “Last Appraiser”) to be selected by the
 appraisers so designated within five (5) business days after their selection.
 Any valuation decision made by the appraisers shall be deemed final and
 binding upon the Board of Directors and the Manager and shall be delivered to
 the Manager and the Company within not more than fifteen (15) days after the
 selection of the Last Appraiser. The expenses of the appraisal shall be paid
 by the party with the estimate which deviated the furthest from the final
 valuation decision made by the appraisers.


	
 

	
 


	
 

	
                    (i)
 Shares of common stock delivered as payment of the Incentive Compensation
 will be immediately vested. The Manager agrees that it shall not sell such
 shares of common stock for a period of one year from the date it receives the
 shares; provided, however, the Manager may, in its sole discretion,
 distribute the shares of common stock received by the Manager as Incentive
 Compensation to Annaly at any time subject to Annaly’s agreement that it
 shall not sell such shares of common stock until the one year anniversary of
 the date that the Manager originally received such shares, and the Company
 agrees to permit the transfer of such shares of common stock in accordance
 with the Manager’s instructions subject to any transfer restrictions in the
 Company’s organizational documents and in accordance with applicable
 securities laws.”





2






          SECTION
2. STATUS.


          This
Amendment amends the Agreement, but only to the extent expressly set forth
herein. All other provisions of the Agreement remain in full force and effect.
Unless otherwise defined herein, initially capitalized terms have the meaning
given them in the Agreement. 


          SECTION
3. REPRESENTATIONS. 


          In
order to induce both the Company and the Manager to execute and deliver this
Amendment, both parties represent that as of the date hereof, each are in full
compliance with all of the terms and conditions of the Agreement, including,
but not limited to, the warranties and representations set forth in the
Agreement.


          SECTION
4. GOVERNING LAW. 


          This
Amendment shall be governed by and construed in accordance with the applicable
terms and provisions of Section 21 the Agreement, which terms and provisions
are incorporated herein by reference.


          SECTION
5. COUNTERPARTS. 


          This
Amendment may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which shall be considered one and the same
instrument.


          SECTION
6. FACSIMILE EXECUTION. 


          Facsimile
signatures on counterparts of this Amendment are hereby authorized and shall be
acknowledged as if such facsimile signatures were an original execution, and
this Amendment shall be deemed as executed when an executed facsimile hereof is
transmitted by a party to any other party.


[SIGNATURE PAGE FOLLOWS]


3






          IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first written above. 


	
 

	
 

	
 


	
 

	
CHIMERA
 INVESTMENT CORPORATION


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:


	
 

	
Title:


	
 

	
 

	
 


	
 

	
FIXED INCOME
 DISCOUNT ADVISORY COMPANY


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:


	
 

	
Title: