**BIMINI
      CAPITAL MANAGEMENT, INC.**


**2004
      PERFORMANCE BONUS PLAN**








*1.*
            *Purpose
                of the Plan*




The
      Plan is intended to advance the
      interests of the Company by providing an opportunity to selected employees
      of
      the Company to earn bonuses, and to encourage and motivate them to achieve
      superior operating results for Bimini Capital Management, Inc.  The
      Plan is effective as of August 13, 2004 and is an amendment and complete
      restatement of a predecessor hereto adopted by the Committee (as defined below)
      on May 4, 2004.




*2.*
            *Definitions*




As
      used
      in this Plan, the following definitions apply:




“Annual
      Supplemental Bonus” means the bonus described in Section 4(b).




“Board”
      means the Board of Directors of Bimini Capital Management, Inc.




“Bonus”
      means a Formula Bonus, an Annual Supplemental Bonus or any bonus described
      in
      Section 3(c).




“Committee”
      means the Compensation Committee of the Board.




“Company”
      means Bimini Capital Management, Inc., and its subsidiaries.




“Formula
      Bonus” means the bonus described in Section 4(a).




“Key
      Employee” means an officer or other employee of the Company whose position and
      responsibilities, in the judgment of the Committee, enable the employee to
      have
      a significant impact on the operating results of the Company.




“Performance
      Period” means each applicable fiscal year of the Company.




“Plan”
      means this Bimini Capital Management, Inc. 2004 Performance Bonus Plan, as
      the
      same may be amended from time to time.




“Termination
      of Service” means a Key Employee’s termination of employment or other service,
      as applicable, with the Company.  Cessation of service as an officer,
      employee, director or consultant shall not be treated as a Termination of
      Service if the Key Employee continues without interruption to serve thereafter
      in another one (or more) of such other capacities.




*3.           Bonuses
      – In General*




(a)  There
      are two types of
      bonuses provided for hereunder: (i) a Formula Bonus and (ii) an Annual
      Supplemental Bonus.




(b)
      Eligibility from among Key Employees shall be determined by the
      Committee.  The Formula Bonus shall be determined based on a formula,
      as described in Section 4(a).  The Committee may determine the Annual
      Supplemental Bonus a Key Employee will receive with regard to a Performance
      Period or other period. Subject to the provisions of the Plan, the Committee
      shall (i) determine and designate from time to time those Key Employees to
      whom
      Bonuses are to be granted; (ii) determine, consistently with the Plan, the
      amount of the Bonus to be granted to any Key Employee for any Performance
      Period; (iii) determine, consistently with the Plan, the terms and conditions
      of
      each Bonus; and (iv) determine, consistently with the Plan, whether the stock
      (or stock-based grants) will vest upon the occurrence of a change in control
      (as
      may be defined for purposes of the applicable grant) and in the case of
      terminations of employment by the Company without cause (as may be defined
      for
      purposes of the applicable grant) or by the Key Employee for such good reason
      as
      may be specified by the Committee. Bonuses may be so awarded by the Committee
      prior to the commencement of any Performance Period or at the end of or after
      such Performance Period.




(c)           The
      Committee may grant discretionary bonuses within the parameters of the Plan
      based on Company performance otherwise than as specified in Section 3(a) on
      account of a registration statement on Form S-11 having been declared effective
      and on account of the completion of a capital raising event.




*4.           Amount
      of Awards*




(a)           Unless
      otherwise provided for by the Committee, the Formula Bonus is determined
      pursuant to a formula, determined as follows: if the Company’s funds from
      operations during the applicable quarterly period exceed the product of (i)
      25%
      (except for purposes of the last sentence of this Section 4(a)) of (A) the
      annualized 10-year U.S. Treasury rate for the applicable quarterly period,
      as
      determined by the Committee in accordance with such rules as it may prescribe,
      plus (B) 2.25%, and (ii) the weighted average net book value of the Company
      (any
      such excess, the “Excess FFO”), then the Formula Bonus shall be calculated and
      paid quarterly, as follows:





(i)
            15%
                of the Excess FFO as to the initial $1.0 billion of invested
                assets;




(ii)
            10%
                of the Excess FFO as to the invested assets over $1 billion, but
                under $2
                billion; and




(iii)
            5%
                of the Excess FFO as to the invested assets over $2
                billion.




The
      foregoing pool shall be allocated amongst Key Employees as determined by the
      Committee.  Formula Bonuses shall never cause general and
      administrative (G&A) expenses to exceed 18 basis points
      of  assets, as determined by the Committee.  Notwithstanding
      the foregoing provisions of this Section 4(a), at the end of each fiscal year,
      a
      hypothetical Formula Bonus shall be determined based on the foregoing formula,
      and performance, on a full-year basis (and, for the avoidance of doubt, without
      regard to the 25% reduction in clause (i) of the first sentence of this Section
      4(a)) and the final quarterly Formula Bonus for the year shall be increased
      or
      decreased (but not to below zero) so that the aggregate of the four quarterly
      Formula Bonuses for the year conforms to such hypothetical Formula Bonus, as
      determined by the Committee.




(b)           The
      Committee shall decide whether to grant an Annual Supplemental Bonus, in
      addition to the Formula Bonus, based on the performance of the Company as
      compared with its peer group and other material factors not otherwise taken
      into
      account for purposes of the Formula Bonus, considering, without limitation,
      the
      Key Employee’s aggregate Formula Bonus and other compensation that would be
      payable in the aggregate in the absence of the Annual Supplemental
      Bonus.  Subject to the other terms of the Plan, no Annual Supplemental
      Bonus shall exceed 100% of the Key Employee’s aggregate salary for the
      year.  Notwithstanding the foregoing, for any employee with an
      employment agreement that contemplates bonus payments, the Committee may provide
      in its discretion that Annual Supplemental Bonuses in excess of 100% of the
      Key
      Employee’s aggregate salary for the year may be paid.  Further,
      without limitation by the Plan, any capital-raising bonus expressly provided
      for
      in an employment agreement shall be payable, without duplication, in accordance
      with the applicable employment agreement, in addition to the Bonuses
      hereunder.




(c)           The
      Committee may provide for partial Bonus payments at target and other
      levels.  Any performance hurdles or measures for any Bonuses may be
      adjusted by the Committee in its discretion to reflect (i) dilution from
      corporate acquisitions and share offerings and (ii) changes in applicable
      accounting rules and standards.




(d)           The
      Committee may determine that Bonuses shall be paid in cash or stock (or other
      stock-based grants), or a combination thereof; provided that, unless otherwise
      determined by the Committee, (i) Formula Bonuses shall, at the election of
      the
      Key Employee, be paid in cash, stock (or other equity-based grants) or any
      combination thereof, (ii) Annual Supplemental Bonuses shall be paid 60% in
      cash
      and 40% in stock (or other equity-based grants) and (iii) Bonuses under Section
      3(c) shall be paid in cash.  The Committee may provide that any such
      stock or stock-based grants be made under the Bimini Capital Management, Inc.
      2003 Long Term Incentive Compensation Plan (the “LTIP”) or any other
      equity-based plan or program of the Company and, notwithstanding any provision
      of the Plan to the contrary, in the case of any such grant, the grant shall
      be
      governed in all respects by the LTIP or such other plan or program of the
      Company; provided that, unless otherwise provided by the Committee, Annual
      Supplemental Bonus payments in stock (or other equity-based grants) shall vest
      in equal proportions over three years and Formula Bonus payments in stock (or
      other equity-based grants) shall vest at the time of grant.




(e)           The
      Committee may provide for programs under which the payment of Bonuses may be
      deferred at the election of the Key Employee.




*5.           Termination
      of Employment*





(a)           Unless
      otherwise determined by the Committee, no Bonus payments shall be made to any
      Key Employee who is not employed on the date payment is to be made; provided
      that no Bonuses shall be made in any event to a Key Employee who is terminated
      for “Cause.”  For these purposes, Cause shall mean, unless otherwise
      provided in the grantee’s award agreement, (i) engaging in (A) willful or
      gross misconduct or (B) willful or gross neglect; (ii) repeatedly failing
      to adhere to the directions of superiors or the Board or the written policies
      and practices of the Company or its affiliates; (iii) the commission of a felony
      or a crime of moral turpitude, dishonesty, breach of trust or unethical business
      conduct, or any crime involving the Company, or any affiliate thereof; (iv)
      fraud, misappropriation or embezzlement; (v) a material breach of the Key
      Employee’s employment agreement (if any) with the Company or its affiliates;
      (vi) acts or omissions constituting a material failure to perform substantially
      and adequately the duties assigned to the Key Employee; (vii) any illegal act
      detrimental to the Company or its affiliates; or (viii) repeated failure to
      devote substantially all of the Key Employee’s business time and efforts to the
      Company if required by the Key Employee’s employment agreement; provided,
      however, that, if at any particular time the Key Employee is subject to an
      effective employment agreement with the Company, then, in lieu of the foregoing
      definition, “Cause” shall at that time have such meaning as may be specified in
      such employment agreement.




(b)           Unless
      otherwise provided by the Committee, no portion of the 40% Annual Supplemental
      Bonus awarded in stock (in accordance with Section 4(d)) shall be transferred
      to
      the Key Employee if the Key Employee has a Termination of Service before three
      years from the date of the grant and such Shares shall be forfeited upon such
      termination.




*6.           Administration
      of the Plan; Amendment and Termination*




(a)           The
      Plan shall be administered by the Committee.




(b)           The
      Committee will have full power to construe, interpret and administer the Plan
      and to amend and rescind the rules and regulations for its administration,
      with
      such interpretations to be conclusive and binding on all persons and otherwise
      accorded the maximum deference permitted by law.  In the event of any
      dispute or disagreement as to the interpretation of the Plan or of any rule,
      regulation or procedure, or as to any question, right or obligation arising
      from
      or related to the Plan, the decision of the Committee shall be final and binding
      upon all persons.




(c)           The
      Committee will have discretion to determine whether a Bonus is established
      for
      particular Key Employees.  The Committee’s decisions and
      determinations under the Plan need not be uniform and may be made selectively
      among Key Employees, whether or not such Key Employees are similarly
      situated.




(d)           No
      Key Employee shall have any claim to a bonus until it is actually granted under
      the Plan.  To the extent that any person acquires a right to receive
      payments from the Company under the Plan, such right shall be no greater than
      the right of an unsecured general creditor of the Company.  All
      payments provided for under the Plan shall be paid in cash from the general
      funds of the Company. The Plan does not create a fiduciary relationship between
      the Board or Committee on one hand, and employees, their beneficiaries or any
      other persons on the other.




(e)           The
      Board or the Committee may at any time amend or terminate the
      Plan.  No amendment to or termination of the Plan may affect any Key
      Employee’s right to receive a Bonus which, before the amendment or termination,
      has been earned by the Key Employee and is payable without any contingency
      or
      other further action, unless the Key Employee consents to the
      change.




*7.           Beneficiaries*





Each
      Key
      Employee shall designate a beneficiary to receive such Key Employee’s Bonus, if
      any, in the event of death.  In the event of a failure to designate a
      beneficiary, amounts, if any, so payable to a Key Employee in the event of
      death
      shall be payable to the estate of such Key Employee.  The last
      designation received by the Company shall be controlling; provided, however,
      that no designation, or change or revocation thereof, shall be effective unless
      received by the Company prior to the Key Employee’s death, and in no event shall
      it be effective as of a date prior to such receipt.  If no such
      beneficiary designation is in effect at the time of a Key Employee’s death, or
      if no designated beneficiary survives the Key Employee or if such designation
      conflicts with law, the Key Employee’s estate shall be entitled to receive the
      amounts, if any, payable under the Plan upon his or her death.  If the
      Company is in doubt as to the right of any person to receive such amounts,
      the
      Company may retain such amounts, without liability for any interest thereon,
      until the Company determines the rights thereto, or the Company may pay such
      amounts into any court of appropriate jurisdiction and such payment shall be
      a
      complete discharge of the liability of the Company therefor.  No
      rights to Bonuses granted hereunder shall be transferable by a Key Employee
      otherwise than by will or the laws of descent and distribution.




*8.           Miscellaneous*





(a)           The
      Company may cause to be made, as a condition precedent to the payment of any
      Bonus, or otherwise, appropriate arrangements with the Key Employee or his
      or
      her beneficiary for the withholding of any federal, state, local or foreign
      taxes.




(b)           Nothing
      in the Plan and no award of any Bonus which is payable immediately or in the
      future (whether or not future payments may be forfeited), will give any Key
      Employee a right to continue to be an employee of the Company or in any other
      way affect the right of the Company to terminate the employment of any Key
      Employee at any time.




(c)           All
      elections, designations, requests, notices, instructions and other
      communications from a Key Employee, beneficiary or other person, required or
      permitted under the Plan, shall be in such form as is prescribed from time
      to
      time by the Committee.




(d)           In
      the event that the Company’s fiscal year is changed, the Committee may make such
      adjustments to the Plan, as he or she may deem necessary or appropriate to
      effectuate the intent of the Plan.  All such adjustments, without the
      need for Plan amendment, shall be effective and binding for all Bonuses and
      otherwise for all purposes of the Plan.




(e)           The
      use of captions in this Plan is for convenience.  The captions are not
      intended to provide substantive rights.




NYA
                675398.4