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                                                                   EXHIBIT 10.10

                            THORNBURG MORTGAGE, INC.

                          2002 LONG-TERM INCENTIVE PLAN

                                    ARTICLE I

                                    PURPOSES

         The purposes of this Plan are to enable Thornburg Mortgage, Inc. (the
"Company") and its subsidiaries and Thornburg Mortgage Advisory Corporation (the
"Manager") to provide competitive long-term incentives that will help attract,
retain, motivate and reward directors, officers and key employees of the Company
and managing directors and key employees of the Manager and consultants to the
Company and provide such key personnel with a proprietary interest in the
Company, and afford additional incentive to others to increase their efforts in
providing key services for the Company or the Manager. The aggregate fair market
value of all unexercised Grants (other than DERs) awarded under the Plan and the
Prior Plan shall not exceed ten (10%) percent of the fair market value of the
Company's issued and outstanding Shares. The number of Shares subject to Options
outstanding at any time shall not exceed the number of Shares remaining
available for issuance under the Plan and the number of Grants (other than DERs)
outstanding shall not at any time exceed 5% of the total outstanding shares of
the Company's Common Stock (treating a PSR or an SAR as a Share solely for
purposes of such calculation).

                                   ARTICLE II

                                   DEFINITIONS

         2.1 Act: the Securities Act of 1933, as amended, 15 U.S.C. Section 77a
et seq.

         2.1 Affiliate: with respect to any person, any other person controlled
by, controlling or under common control with such person.

         2.2 Agreement: an agreement that at the determination of the Committee
may be entered into between the Company and each Participant who receives a
Grant hereunder evidencing the terms and conditions of the Grant.

         2.3 Advisory Board: a committee composed of former directors and
executive officers who meet periodically to advise the Board and the Manager on
matters of policy, strategy and operations.

         2.4 Board: the board of Directors of the Company.

         2.5 Cause: Cause shall include, but not be limited to (a) conviction
of, or confession of guilt of, a felony, (b) the commission of a willful act
that is materially injurious to the Company, including but not limited to,
theft, fraud, and misrepresentation, (c) becoming employed by (whether as an
employee or independent contractor), or the owner of



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more than 5% of, a competitor of the Company or the Manager, or (d) willful
insubordination, refusal or inability to perform duties in a competent manner.
Cause, based on the foregoing factors, shall be determined by the Committee in
its sole discretion.

         2.6 Change in Control: shall have the meaning set forth in Section 7.6.

         2.7 Code: the Internal Revenue Code of 1986, as amended from time to
time.

         2.8 Committee: The Compensation Committee of the Company appointed by
the Board to administer the Plan, or, if no such committee has been appointed,
the Board. The Committee shall consist only of two or more "outside directors"
as defined in Section 1.162-27(e)(3) of the Treasury Regulations who are
"non-employee directors" as defined in SEC Rule 16b-3(d).

         2.9 Common Stock or Shares: the Common Stock of the Company.

         2.10 Company: Thornburg Mortgage, Inc., a Maryland corporation.

         2.11 DER: a dividend equivalent right consisting of the right to
receive, as specified in the applicable Agreement, either (i) cash or (ii) PSRs,
in an amount equal to the dividend distributions paid on a Share of Common
Stock.

         2.12 Director: a member of the Board.

         2.13 DRP: the Dividend Reinvestment and Stock Plan of the Company, or
any successor program.

         2.14 Effective Date: September 29, 2002, the day following the
expiration date of the Prior Plan. This Plan is also subject to approval by the
shareholders of the Company at the next annual meeting. Any Options awarded
before approval of the Plan by the Company's shareholders shall be accrued for
the benefit of the Participant until the Plan has been approved by the
shareholders. All other Grants shall be effective on the date awarded by the
Committee. Grants awarded under the Prior Plan shall not be subject to the terms
of this Plan and shall be awarded in accordance with the Prior Plan.

         2.15 Eligible Person: an officer, employee or Director of the Company
or a Subsidiary, an officer, employee or Managing Director of the Manager and
such other persons expected to provide significant services to the Company or
the Manager and any other persons as are selected from time to time by the
Committee to participate in the Plan. An Eligible Person includes a consultant,
vendor, customer or other provider of significant services to the Company as
designated by the Committee in its discretion.

         2.16 Employee: shall mean an individual, including an officer of the
Company, who is employed (within the meaning of Code Section 3401 and the
regulations thereunder) by the Company, a Subsidiary, or the Manager.



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         2.17 Exchange Act: shall mean the Securities Exchange Act of 1934, as
amended, 15 U.S.C. Section 78a et seq.

         2.18 Exercise Price: shall mean the price per Share of Common Stock,
determined by the Board or the Committee, at which an Option may be exercised.

         2.19 Fair Market Value: Except as otherwise provided in this Section
2.19, the Fair Market Value of a Share shall mean the closing price of a Share
on the New York Stock Exchange on the valuation date. The Fair Market Value of
an Option shall be determined through the Black-Scholes method or any other
method that is considered acceptable by the Company's independent accountants.
If Options are exercised and the Shares issued on the exercise of such Options
are sold on the same day, the Fair Market Value of such Shares shall be the sale
price of such Shares received on the exercise of the Options.

         2.20 Formula Grants: the award of PSRs (or other Grant) under Section
3.2 and of DERs under Section 3.3 on a quarterly basis calculated by the number
of Shares sold by the Company during the quarter just ended or at such other
periods or intervals as the Committee may determine. Formula Grants will not be
awarded based on Shares sold under the dividend reinvestment or the non-waiver
optional cash purchase provisions of the DRP but will be awarded based on Shares
sold under the waiver provisions of the optional cash purchase feature of the
DRP.

         2.21 Grant: the issuance of Options, PSRs, SARs and/or DERs to an
Eligible Person.

         2.22 Incentive Stock Option: shall mean an Option of the type described
in Section 422(b) of the Code issued to an Employee of the Company or of a
Subsidiary.

         2.23 Manager. shall mean Thornburg Mortgage Advisory Corporation, a
Delaware corporation.

         2.24 Minimum Combination of Years: a total of years of service
(including a minimum of nine years of service; ten years effective on and after
April 1, 2003) and age that equals 65.

         2.25 Non-statutory Stock Option: shall mean an Option not described in
section 422(b) of the Code.

         2.26 Notional Option: A notional option, for purposes of calculating
the PSR Total, the Formula Grants and the Initial Award under Section 3.4, is a
hypothetical option to purchase a Share that shall be deemed to have a term of
ten years and an exercise price equal to the issue price of a Share on the date
of the public offering or private or direct placement and the Notional Option
shall be valued under the Black Scholes or other reasonable method based on
those hypothetical terms, except that the exercise price shall equal the Fair
Market Value of a Share on the date of Grant of the Initial Award. If the
offering or placement is for preferred stock, the Notional Options shall be
deemed exercisable



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for Shares of Common Stock. In making such calculation, the issue price of
Shares sold in a continuous offering shall be based on the weighted average of
the gross sales price of all Shares sold under such continuous offering during
the month.

         2.27 Option: Shall mean any option, whether an Incentive Stock Option
or a Non-statutory Stock Option, to purchase a share of Common Stock granted
pursuant to this Plan.

         2.28 Participant: an Eligible Person who is selected to receive Grants
under the Plan.

         2.29 Permanent Disability: a physical or mental disability or infirmity
that permanently prevents the performance of a Participant's duties as a
director or executive officer of the Company or the Manager.

         2.30 Plan: this Thornburg Mortgage, Inc. 2002 Long-Term Incentive Plan,
as the same may be amended from time to time.

         2.31 Plan Year: the calendar year or such shorter period as shall be
determined by the Committee.

         2.32 Prior Plan: the Thornburg Mortgage, Inc. 1992 Stock Option and
Incentive Plan Amended and Restated as of March 14, 1997, as amended.

         2.33 PSR: a phantom stock right, consisting of (i) the unfunded
deferred obligation of the Company to pay the recipient of a PSR, upon exercise,
an amount of cash equal to the Fair Market Value of a Share at the time of
exercise, and (ii) the recipient's right to receive distributions, either in the
form of cash or additional PSRs, in an amount equal to the value of the cash
dividends that are paid on a Share.

         2.34 PSR Total: that number of PSRs determined by dividing (a) the Fair
Market Value of that number of Options equaling 3% of the total number of the
Company's Shares sold in any public offering or direct or private placement of
the Company's common or preferred stock (including Shares sold under the waiver
provisions of the optional cash purchase feature of the DRP) by (b) the Fair
Market Value of a Share on such date. In the case of a continuous offering, the
PSR Total shall be calculated by accumulating the Shares issued pursuant to the
continuous offering in each month during a calendar quarter and shall be awarded
by the Committee after the end of such calendar quarter.

         2.35 Retire or Retirement: the later to occur of (a) a Participant's
voluntary or involuntary separation from service as a Director of the Company or
as a Managing Director of the Manager or (b) a Participant's voluntary or
involuntary termination of service on the Advisory Board.

         2.36 SAR: a stock appreciation right, the unfunded deferred obligation
of the Company, to pay the recipient of the SAR, upon exercise, an amount of
cash equal to the



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excess, if any, of the Fair Market Value of a Share of the Company's Common
Stock over the stated amount of the SAR.

         2.37 Share: shall mean one (1) share of Common Stock, adjusted in
accordance with Article VII of the Plan (if applicable).

         2.38 Subsidiary shall mean any corporation, partnership, or other
entity at least fifty percent (50%) of the economic interest in the equity of
which is owned by the Company or by another Subsidiary.

         2.39 Termination of Employment shall mean the time when the
employee-employer relationship or directorship between the Participant and the
Company is terminated for any reason, with or without cause, including but not
limited to any termination by resignation, discharge, death or retirement;
provided, however, Termination of Employment shall not include a termination
where there is a simultaneous reemployment of the Participant by the Company or
continued service on the Advisory Board. The Committee, in its absolute
discretion, shall determine the effect of all matters and questions relating to
Termination of Employment, including but not limited to the question of whether
any Termination of Employment was for cause and all questions of whether
particular leaves of absence constitute Terminations of Employment. With respect
to Incentive Stock Options, a leave of absence for disability shall constitute a
Termination of Employment if, and to the extent that, such leave of absence
interrupts employment for the purposes of Section 422(c)(6) of the Code.


                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

         3.1 Participation in Plan by an Eligible Person. Subject to Section 3.6
for a member of the Advisory Board, any Eligible Person may participate in and
receive Grants under the Plan. The Committee shall have the authority to award
individual Grants to Eligible Persons from time to time in addition to the
Formula Grants prescribed in Sections 3.2 and 3.3 below.

         3.2 Grant Formula: The formula for Grants for the Eligible Persons
specified in this Section 3.2 is as follows:

         a) Each non-employee director and the corporate secretary will receive
            individual Grants, in the form of PSRs having the Fair Market Value
            of Notional Options to purchase .2% of the total number of Company's
            common and preferred stock sold in any public offering or private or
            direct placement;

         b) Employees will receive, in the aggregate, Grants in the amount of
            the PSR Total which shall be allocated in individual Grants by the
            Committee among employee Directors of the Company, managing
            directors of the



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            Manager and other Employees and Eligible Persons who are selected by
            the Committee in its discretion.

         c) The Committee shall have the discretion to change the form of the
            Formula Grant awards under this Section 3.2 at any time and award
            Grants in the form of Options or other forms of incentive awards,
            but the Formula Grant provisions of Section 3.2 and 3.3 and the
            Initial Award provisions of Section 3.4 may otherwise be suspended,
            modified or terminated only upon the joint approval of the Committee
            and the Board.

         3.3 DER Formula. DERs also shall be granted to Eligible Persons at the
same time as PSRs or Options in the ratio of .75 DER for each Option granted
hereunder or at the rate of .75 DER times the number of Notional Options, in the
case of a Grant of PSRs.

         3.4 Initial Awards. Whenever an outside Director is initially appointed
to the Committee, such outside Director shall automatically be granted, in the
sole discretion of the Committee (not including such outside Director for
purposes of the Committee's decision on this matter), either (i) Options to
purchase 13,333 Shares or (ii) PSRs having the Fair Market Value of Notional
Options to purchase 13,333 Shares, in either case, with DERs in accordance with
the DER Formula under Section 3.3.

         3.5 Form of Payment. Unless the Participant elects before a dividend
distribution is declared to receive distributions on his or her PSRs or DERs in
the form of cash payments, the distributions will be payable in additional PSRs.

         3.6 Participation in Plan by members of the Advisory Board.

             3.6.1 Participation on Advisory Board. A former Director or a
former Managing Director of the Manager, the Company's corporate secretary and
such other persons as may be designated from time to time by the Committee, will
be eligible to serve on the Advisory Board after reaching the Minimum
Combination of Years. While serving on the Advisory Board, he or she shall not
be eligible to receive new Grants; however, such Participant shall continue to
receive the benefits on existing vested and unvested Grants pursuant to
subsection 3.6.2 below until such time as the Participant enters Retirement or
otherwise terminates service for the Company or the Manager.

             3.6.2 Level of Participation. While serving on the Advisory Board
an Eligible Person shall participate solely by receiving distributions, either
in cash or in PSRs, on his or her PSRs or DERs in an amount determined with
respect to each cash dividend distribution that is paid on a Share as follows: A
Minimum Combination of Years (totaling 65 years) qualifies for an 80%
participation, increasing by 4% for each year of combined service and age over
the Minimum Combination of Years to a 100% participation for a Participant with
a combination of years of service and age equaling or exceeding 70.

         3.7 Limitation of Ownership. No Options shall be granted under the Plan
to any person who after such Grant would beneficially own more than 9.8% of the


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outstanding shares of Common Stock of the Company, unless expressly and
specifically waived by action of the independent Directors of the Board.

         3.8 Stock Ownership. For purposes of section 3.7 above, in determining
stock ownership an Optionee shall be considered as owning the stock owned,
directly or indirectly, by or for his brothers, sisters, spouses, ancestors and
lineal descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be considered as being owned
proportionately by or for its shareholders, partners or beneficiaries. Stock
with respect to which any person holds an Option shall be considered to be owned
by such person.

         3.9 Outstanding Stock. For purposes of section 3.7 above, "outstanding
shares" shall include all stock actually issued and outstanding immediately
after the grant of the Option to the Optionee. With respect to the stock
ownership of any Optionee, "outstanding shares" shall include shares authorized
for issue under outstanding Options held by such Optionee, but not options held
by any other person.


                                   ARTICLE IV

                                 TERMS OF GRANTS

         4.1 Grants. Grants may be issued to Eligible Persons at such time or
times as shall be determined by the Committee. Each Grant granted to a
Participant shall be evidenced by an Agreement that shall specify the terms and
conditions consistent with the Plan as the Committee shall determine. Consistent
with the Company's intention for the Committee to exercise the greatest
flexibility under Rule 16b-3 in awarding Grants, the Committee shall have the
power:

            (a) To determine from time to time the Grants to be awarded to
         Eligible Persons under the Plan and to prescribe the terms and
         provisions (which need not be identical) of Grants awarded under the
         Plan to such persons;

            (b) To construe and interpret the Plan and Grants thereunder and to
         establish, amend, and revoke rules and regulations for administration
         of the Plan. In this connection, the Committee may correct any defect
         or supply any omission, or reconcile any inconsistency in the Plan, in
         any Agreement, or in any related agreements, in the manner and to the
         extent it shall deem necessary or expedient to make the Plan fully
         effective. All decisions and determinations by the Committee in the
         exercise of this power shall be final and binding upon the Company and
         the Participant.

            (c) To amend any outstanding Grant, subject to Sections 4.8 and 10.2
         hereof, and to accelerate or extend the vesting or exercisability of
         any Grant and to waive conditions or restrictions on any Grants, to the
         extent it shall deem appropriate;



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            (d) With respect to Option Grants, to determine the number of Shares
         to be optioned and to designate any Options granted as Incentive Stock
         Options or Non-statutory Stock Options, except that no Incentive Stock
         Option may be granted to an Eligible Person who is not an Employee of
         the Company; and,

            (e) Generally, to exercise such powers and to perform such acts as
         are deemed necessary or expedient to promote the best interests of the
         Company with respect to the Plan.

             4.1.1 Each Option granted to a Participant shall state the Exercise
Price. The Exercise Price for any Option shall not be less than the Fair Market
Value on the date of Grant.

             4.1.2 In the event the Company determines that it is required to
withhold taxes as a result of the exercise of a Grant, as a condition to the
exercise thereof, an Employee may be required to make arrangements satisfactory
to the Company to enable it to satisfy such withholding requirements in
accordance with Article IX hereof.

         4.2 Method and Time of Payment for Options. The Exercise Price for each
Option granted to a Participant shall be payable in full in United States
dollars upon the exercise of the Option. If the applicable Agreement so
provides, the Exercise Price may be paid in one or a combination of the
following:

             4.2.1 By the surrender of Shares in good form for transfer, owned
by the person exercising the Option and having a Fair Market Value on the date
of exercise equal to the Exercise Price, or in any combination of cash Grants
and Shares, as long as the sum of the cash so paid and the Fair Market Value of
the Shares and Grants so surrendered equal the Exercise Price;

             4.2.2 By cancellation of indebtedness owed by the Company to the
Participant;

             4.2.3 To the extent permitted by applicable law, by a loan or
extension of credit from the Company evidenced by a full recourse promissory
note executed by the Participant. The interest rate and other terms and
conditions of such note shall be determined by the Committee. The Committee
shall require that the Participant pledge his or her Shares to the Company for
the purpose of securing the payment of such note. . The Committee, in its
discretion, shall have the authority to interpret and enforce the terms of the
Notes. Notwithstanding the foregoing, no loan or extension of credit in any form
shall be made to Directors or executive officers under the Plan unless the
Committee specifically determines such a loan or extension of credit to be
permitted by applicable law.



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         4.3 Term and Nontransferability of Grants and Options. Each Grant shall
state the time or times at which all or part thereof becomes exercisable,
subject to the following restrictions:

             4.3.1 No Grant shall be exercisable except by the recipient.

             4.3.2 No Grant shall be assignable or transferable, except pursuant
to a qualified domestic relations order as defined in Code Section 414(p) or, in
the event of the Optionee's death, by will or the laws of descent and
distribution.

             4.3.3 No Option shall be exercisable (i) until at least six (6)
months after the date of grant and (ii) after the expiration of ten (10) years
from the date it was granted.

         4.4 Termination of Employment, Except by Death or Disability. Upon any
Termination of Employment for any reason other than his or her death or
Permanent Disability, a recipient of a Grant shall have the right to exercise
his or her Grant at any time within three (3) months after Termination of
Employment, but only to the extent that, at the date of Termination of
Employment, the recipient's right to exercise such Grant had vested pursuant to
the terms of the applicable Agreement and had not previously been exercised;
provided, however, that if the recipient was terminated as an Employee or
removed as a member of the Board for cause (as determined by the Committee) any
Grant not exercised in full prior to such termination shall be canceled; and
further provided that no DERs, SARs or PSRs shall vest for such Participant
after the date of his or her Termination of Employment. For this purpose, the
employment relationship shall be treated as continuing intact while the
recipient is on military leave, sick leave or other bona fide leave of absence
(to be determined in the sole discretion of the Committee). The foregoing
notwithstanding, in the case of an Incentive Stock Option, employment shall not
be deemed to continue beyond the ninetieth (90th) day after the Optionee's
reemployment rights are guaranteed by statute or by contract.

         4.5 Death of Recipient. If the recipient of a Grant dies while an
Eligible Person or within three (3) months after any Termination of Employment
other than for cause, and has not fully exercised the Grant, then the Grant may
be exercised in full at any time within twelve (12) months after the recipient's
death, by the executors or administrators of his or her estate or by any person
or persons who have acquired the Grant directly from the recipient by bequest or
inheritance, but only to the extent that, at the date of death, the recipient's
right to exercise such Grant had vested and had not been forfeited pursuant to
the terms of the applicable Agreement and had not previously been exercised.

         4.6 Disability of Grant Recipient. Upon Termination of Employment for
reason of Disability, such Grant recipient shall have the right to exercise the
Grant at any time within twelve (12) months after Termination of Employment, but
only to the extent that, at the date of Termination of Employment, the Grant
recipient's right to exercise such Grant had vested pursuant to the terms of the
applicable Agreement and had not previously been exercised.



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         4.7 Rights as a Shareholder. An Optionee, a permitted transferee of an
Optionee, or the holder of a DER, PSR or SAR shall have no rights as a
shareholder with respect to any Shares covered by his or her Grant until, in the
case of an Optionee, the date of the issuance of a stock certificate for such
Shares. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property), distributions or other rights
for which the record date is prior to the date such stock certificate is issued,
except as provided in Article VIII hereof.

         4.8 Modification, Extension and Renewal of Grant. Within the
limitations of the Plan, the Committee may modify, extend or renew outstanding
Grants or accept the cancellation of outstanding Grants (to the extent not
previously exercised) for the awarding of new Grants in substitution therefor.
The Committee may not modify, extend or renew any Grants awarded to any
Participant unless such modification, extension or renewal shall satisfy the
requirements of Rule 16b-3. The foregoing notwithstanding, no modification of
Grant shall, without the consent of the Participant, alter or impair any rights
or obligations under any Grant previously awarded.

         4.9 Other Provisions. The Agreements authorized under the Plan may
contain such other provisions not inconsistent with the terms of the Plan
(including, without limitation, restrictions upon the exercise of the Grant) as
the Committee shall deem advisable.

         4.10 Limitation on Value of Exercisable Shares. In the case of
Incentive Stock Options granted hereunder, the aggregate Fair Market Value
(determined as of the date of the grant thereof) of the Shares with respect to
which Incentive Stock Options become exercisable by any employee of the Company
for the first time during any calendar year (under this Plan and all other plans
maintained by the Company, its parent or its Subsidiaries) shall not exceed
$100,000.

         4.11 Outside Directors. No outside Director who is a member of the
Committee may vote on or participate in the award, modification, extension or
renewal of a Grant to himself, except that the Committee may collectively
approve the Formula Grants under Section 3.2(a).

         4.12 Term of Plan. Grants may be awarded pursuant to the Plan until the
expiration of ten (10) years from the effective date of the Plan.

                                    ARTICLE V

                                 ADMINISTRATION

         5.1 Membership on Committee. The Plan shall be administered by the
Committee which shall consist of two or more members of the Board, each of whom
shall qualify as a Non-Employee Director as defined in Rule 16b-3(b)(3)(i)
promulgated under the Exchange Act and as an outside director within the meaning
of Treasury Regulation Section 1.162-27(e)(3). The Board shall appoint one of
the members of the Committee as Chairman of the Committee.



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         5.2 Committee Meetings. The Committee shall hold meetings at such times
and places as it may determine. Acts of a majority of the Committee, or acts
approved in writing by a majority of the members of the Committee, shall be the
valid acts of the Committee.

         5.3 Authority of the Committee. The Committee shall be responsible for
the administration of the Plan and shall have full authority to exercise its
duties and powers under the Plan in its sole discretion. Subject to the terms of
the Plan, the Committee is authorized to prescribe, amend and rescind rules and
regulations relating to the administration of the Plan, to provide for
conditions and assurances deemed necessary or advisable to protect the interests
of the Company and the Manager, and to make all other determinations necessary
or advisable for the administration and interpretation of the Plan or to carry
out its provisions and purposes.

         5.4 Delegation by the Committee. The Committee may delegate its
non-discretionary ministerial duties and responsibilities under the Plan by
appointment in writing, and has delegated such duties and responsibilities to
the Manager. The Committee may employ consultants, advisors and administrators
to render advice with regard to any of the duties or responsibilities of the
Committee under the Plan.

         5.5 Expenses. The Company shall be responsible for all of the expenses
of the Plan or the administration thereof.

         5.6 Reliance. Each member of the Committee and the Board shall be
entitled to rely upon all determinations, certificates and reports made by any
financial officer of the Company, or any actuary or independent public
accountant and upon all opinions of law given by any counsel selected by it (who
may be counsel to the Company or the Manager), and shall be fully protected in
respect of any act done or omitted to be done or any determination made in good
faith in reliance upon any such determination, certificate, report or opinion.
No member of the Committee or the Board shall be liable for any act done or
omitted to be done or determination made in the performance of its duties under
this Plan or for any act done or omitted to be done by any agent or
representative of such Committee so long as such person acted in good faith.

         5.7 Indemnification. Each person who is or shall have been a member of
the Committee, the Board, the Advisory Board or otherwise delegated any
administrative duties or responsibilities hereunder shall be indemnified and
held harmless by the Company to the fullest extent permitted by law from and
against any and all losses, costs, liabilities and expenses (including any
reasonable related attorneys' fees and advances thereof) in connection with,
based upon or arising or resulting from any claim, action, suit or proceeding to
which such person may be made a party or in which such person may be involved by
reason of any action taken or failure to act under or in connection with the
Plan and from and against any and all amounts paid by such person in settlement
thereof, with the Company's approval, or paid by such person in satisfaction of
any judgment in any such action, suit or proceeding against him, provided, that
such person shall give the Company an opportunity, at its own expense, to defend
the same before such person undertakes to defend it on his or her own behalf.
The foregoing right of indemnification shall not be exclusive and shall be


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independent of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or By-laws, by contract,
as a matter of law or otherwise.

                                   ARTICLE VI

                                      STOCK

         The stock subject to Options granted under the Plan shall be Shares of
the Company's authorized but unissued or reacquired Common Stock that have been
reserved for issuance under the Plan by the Board. In the event that any
outstanding Option for any reason expires or is terminated, the Shares allocable
to the unexercised portion of such Option may again be made subject to any
Option. The limitations established by this Article VI shall be subject to
adjustment in the manner provided in Article VII hereof upon the occurrence of
an event specified therein.


                                   ARTICLE VII

                     RECAPITALIZATION AND CHANGES IN CONTROL

         7.1 Adjustment to Grants. Subject to any required action by
shareholders, and provided that all requirements of Rule 16b-3 are satisfied,
the number of Shares covered by the Plan as provided in Article I hereof, the
number of Shares covered by each outstanding Option and the Exercise Price
thereof and the rights under the Grant of a DER, PSR or SAR shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a subdivision or consolidation of Shares or the payment of
a stock dividend (but only of Common Stock) or any other increase or decrease in
the number of issued Shares effected without receipt of consideration by the
Company.

         7.2 Merger or Acquisition. Subject to any required action by
shareholders, if the Company is the surviving corporation in any merger or
consolidation, each outstanding Option and the rights under the Grant of a DER,
PSR or SAR shall pertain and apply to the securities to which a holder of the
number of Shares subject to the Option would have been entitled. In the event of
a merger or consolidation in which the Company is not the surviving corporation,
the date of vesting and exercisability of each outstanding Grant shall be
accelerated to a date prior to such merger or consolidation, unless the
agreement of merger or consolidation provides for the assumption of the Grant by
the successor to the Company. To the extent that the foregoing adjustments
relate to securities of the Company, such adjustments shall be made by the
Committee, whose determination shall be conclusive and binding on all persons.

         7.3 Certain Reorganizations Not Change In Control. Except as expressly
provided in this Article VII, the recipient of the Grant shall have no rights by
reason of subdivision or consolidation of shares of stock of any class, the
payment of any stock dividend or any other increase or decrease in the number of
shares of stock of any class or by reason of any dissolution, liquidation,
merger or consolidation or spin-off of assets or stock of another corporation,
and any issue by the Company of shares of stock of any class, or securities


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<PAGE>

convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option.

         7.4 Plan Not to Affect Company's Right to Reorganization. Grants made
pursuant to the Plan shall not affect in any way the right or power to the
Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure, to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business assets.

         7.5 Effect of Change of Control. Upon the occurrence of a Change of
Control as defined in this Article VII--

             7.5.1 Each outstanding Grant shall automatically become fully
exercisable.

             7.5.2 All restrictions and conditions on each Grant shall
automatically lapse and all Grants under the Plan shall be deemed fully vested.

         7.6 Change of Control. Change of Control shall mean the occurrence of
any one of the following events:

             7.6.1 any "person," as such term is used in Sections 13(d) and
14(d) of the Act (other than the Company, any of its Affiliates or any trustee,
fiduciary or other person or entity holding securities under any employee
benefit plan or trust of the Company or any of its Affiliates) together with all
"affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the
Act) of such person, shall become the "beneficial owner" (as such term is
defined in Rule 13d-3 under the Act), directly or indirectly, of securities of
the Company representing 20% or more of either (A) the combined voting power of
the Company's then outstanding securities having the right to vote in an
election of the Board of Directors ("voting securities") or (B) the then
outstanding Shares (in either such case other than as a result of an acquisition
of securities directly from the Company); or

             7.6.2 persons who, as of the effective date of the amendment and
restatement of the Plan, constitute the Company's Board of Directors (the
"Incumbent Directors") cease for any reason, including, without limitation, as a
result of a tender offer, proxy contest, merger or similar transaction, to
constitute at least a majority of the Board, provided that any person becoming a
Director of the Company subsequent to the Effective Date whose election or
nomination for election was approved by a vote of at least a majority of the
Incumbent Directors shall, for purposes of this Plan, be considered an Incumbent
Director; or

             7.6.3 the shareholders of the Company shall approve or the Company
shall otherwise engage in (A) any consolidation or merger of the Company or any
Subsidiary where the shareholders of the Company, immediately prior to the
consolidation or merger, would not, immediately after the consolidation or
merger, beneficially own (as such term is defined in Rule 13d-3 under the Act),
directly or indirectly, shares representing in the aggregate 80% or more of the
voting securities of the corporation issuing cash or securities in



                                       13
<PAGE>

the consolidation or merger (or of its ultimate parent corporation, if any), (B)
any sale, lease, exchange or other transfer (in one transaction or a series of
transactions contemplated or arranged by any party as a single plan) of all or
substantially all of the assets of the Company or (C) any plan or proposal for
the liquidation or dissolution of the Company.

             7.6.4 Notwithstanding the foregoing, a "Change of Control" shall
not be deemed to have occurred for purposes of the foregoing Section 7.6.3
solely as the result of an acquisition of securities by the Company which, by
reducing the number of Shares or other voting securities outstanding, increases
(x) the proportionate number of Shares beneficially owned by any person to 20%
or more of the Shares then outstanding or (y) the proportionate voting power
represented by the voting securities beneficially owned by any person to 20% or
more of the combined voting power of all then outstanding voting securities;
provided, however, that if any person referred to in clause (x) or (y) of this
sentence shall thereafter become the beneficial owner of any additional Shares
or other voting securities (other than pursuant to a stock split, stock
dividend, or similar transaction), then a "Change of Control" shall be deemed to
have occurred for purposes of this Section 7.6.


                                  ARTICLE VIII

                           SECURITIES LAW REQUIREMENTS


         8.1 Legality of Issuance. The issuance of any Shares upon the exercise
of any Option and the grant of any Option shall be contingent upon the
following:

             8.1.1 the Company and the Optionee shall have taken all actions
required to register the Shares under the Act, and to qualify the Option and the
Shares under any and all applicable state securities or "blue sky" laws or
regulations, or to perfect an exemption from the respective registration and
qualification requirements thereof;

             8.1.2 any applicable listing requirement of any stock exchange on
which the Common Stock is listed shall have been satisfied; and

             8.1.3 any other applicable provision of state or federal law shall
have been satisfied.

         8.2 Registration or Qualification of Securities. The Company may, but
shall not be obligated to, register or qualify the issuance of Options and/or
the sale of Shares under the Act or any other applicable law. The Company shall
not be obligated to take any affirmative action in order to cause the issuance
of Options or the sale of Shares under the plan to comply with any law.

         8.3 Restrictions on Transfer. Regardless of whether the offering and
sale of Shares under the Plan has been registered under the Act or has been
registered or qualified under the securities laws of any state, the Company may
impose restrictions on the sale, pledge or other transfer of such Shares
(including the placement of appropriate legends on stock certificates)



                                       14
<PAGE>

if, in the judgment of the Company and its counsel, such restrictions are
necessary or desirable in order to achieve compliance with the provisions of the
Act, the securities laws of any state or any other law. In the event that the
sale of Shares under the Plan is not registered under the Act but an exemption
is available which required an investment representation or other
representation, each Optionee shall be required to represent that such Shares
are being acquired for investment, and not with a view to the sale or
distribution thereof, and to make such other representations as are deemed
necessary or appropriate by the Company and its counsel. Any determination by
the Company and its counsel in connection with any of the matters set forth in
this Article VIII shall be conclusive and binding on all persons. Stock
certificates evidencing Shares acquired under the Plan pursuant to an
unregistered transaction shall bear the following restrictive legend and such
other restrictive legends as are required or deemed advisable under the
provisions of any applicable law.

         "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES
WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO
SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS
UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT."

         8.4 Exchange of Certificates. If, in the opinion of the Company and its
counsel, any legend placed on a stock certificate representing shares sold under
the Plan is no longer required, the holder of such certificate shall be entitled
to exchange such certificate for a certificate representing the same number of
Shares but lacking such legend.

                                   ARTICLE IX

                                 TAX WITHHOLDING

         9.1 Each recipient of a Grant shall, no later than the date as of which
the value of any Grant first become includable in the gross income of the
recipient for federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Company regarding payment of any federal, state
or local taxes of any kind that are required by law to be withheld with respect
to such income.

         9.2 A recipient may elect to have such tax withholding satisfied, in
whole or in part, by (1) authorizing the Company to withhold a number of Shares
to be issued pursuant to a Grant equal to the Fair Market Value as of the date
withholding is effected that would satisfy the withholding amount due, (2)
transferring to the Company Shares owned by the recipient with a Fair Market
Value equal to the amount of the required withholding tax, or (3) in the case of
a recipient who is an employee of the Company at the time such withholding is
effected, by withholding from the recipient's cash compensation.



                                       15
<PAGE>

         9.3 A recipient who is an employee of the Manager or another affiliate
of the Company shall also reimburse his employer, if an affiliate of the
Company, for the tax on any additional amount of compensation income deemed
recognized by such recipient's employer from the Company, reduced by the amount
of the compensation deduction permitted such recipient's employer as a result of
such employee's receipt or exercise of the Grant.

                                    ARTICLE X

                               GENERAL PROVISIONS

         10.1 Nontransferability of Grants. No Grant issued under the Plan may
be sold, transferred, pledged, assigned, encumbered or otherwise alienated or
hypothecated and any purported action to that effect shall be void.

         10.2 Amendment or Termination. The Plan may be amended, modified or
terminated by the Board including a majority of the Independent Directors at any
time or from time to time, provided that no such amendment, modification or
termination shall, without the consent of the affected Participant, adversely
affect the vested rights of a Participant.

         10.3 Term of Plan. Following its approval by the Board, the Plan will
become effective as of the Effective Date. The Plan shall continue in effect,
unless sooner terminated pursuant to Section 10.2, until the tenth anniversary
of the Effective Date. The provisions of the Plan, however, shall continue
thereafter to govern all outstanding Grants theretofore made.

         10.4 Limitation on Participants' Rights. The Plan shall not be
construed as creating any contract of employment or otherwise conferring upon
any Participant any legal right to continuation of employment, nor as limiting
or qualifying the right of the Company, a Subsidiary or the Manager to discharge
any Employee without regard to the effect that such discharge might have upon
such Employee's rights under the Plan. Selection for participation in the Plan
shall not entitle any Participant to remain as a Director of the Company, as a
managing director of the Manager or an employee of the Company or a Subsidiary
or the Manager for any period or to receive or be eligible to receive any
subsequent or additional Grants.

         10.5 Facility of Payments. In the event that the Committee shall find
that any Participant to whom an amount is payable under the Plan is unable to
care for his affairs because of illness, accident or otherwise, the Committee
may direct that any payment due shall be paid to the duly appointed legal
representative of such person, or if there is no duly appointed legal
representative, to the Participant's spouse or child of majority age, and any
such payments shall be in complete discharge of the liabilities of the Company
under the Plan.

         10.6 Beneficiary Designation. Each Participant under the Plan may from
time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any cash amount payable under the Plan is
to be paid. Each designation will revoke all prior designations by the same
Participant, shall be in a form prescribed by the Committee (which form may be
the form used generally for other benefit plan purposes) and will be effective
only when filed by the Participant in writing with the Committee during his or
her lifetime. In the absence of any such designation, cash amounts payable
remaining unpaid or


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<PAGE>

outstanding at the Participant's death shall be paid to the Participant's
surviving spouse, if any, or otherwise to his or her estate.

         10.7 No Limitation on Compensation. Nothing in the Plan shall be
construed as limiting the right of the Company or the Manager to establish other
plans or to pay compensation to employees in cash or property, in a manner that
is not expressly authorized under the Plan.

         10.8 Requirements of Law, Etc. The awarding of Grants and the
satisfaction thereof, including, but not limited to, the payment of cash or the
issuance of Shares to a Participant shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental agencies or
national or foreign securities exchanges as may be appropriate or required, as
reasonably interpreted and determined by the Committee.

         10.9 Notices. Each Participant shall be responsible for furnishing the
Committee with the current and proper address for the mailing of notices and
payment of cash. Any notices required or permitted to be given shall be deemed
given if directed to the person to whom addressed at such address, mailed by
regular United States mail, first-class, and prepaid. If any item mailed to such
address is returned as undeliverable to the addressee, mailing will be suspended
until the Participant furnishes the proper address.

         10.10 Severability of Provisions. If any provision of this Plan shall
be held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and this Plan shall be construed and
enforced as if such provision had not been included.

         10.11 Applicable Law. This Plan in all respects shall be construed and
interpreted in accordance with the laws of the State of New Mexico. Any dispute
arising hereunder shall be resolved by binding arbitration before the American
Arbitration Association under its Commercial Arbitration Rules, before a single
arbitrator in Santa Fe County, New Mexico. The parties will mutually determine
the arbitrator from a list of arbitrators obtained from the American Arbitration
Association office located in Santa Fe County, New Mexico. If the parties are
unable to agree on the arbitrator, the arbitrator will be selected by the
American Arbitration Association with a preference for selecting a retired
federal district judge or state district court judge as the arbitrator.

         10.12 Number and Gender. To the extent appropriate in the context, each
term used in this Plan in either the singular or the plural shall include the
singular and the plural, and pronouns stated in either the masculine, feminine
or neuter gender shall include the masculine, feminine and neuter.

         10.13 Headings and Captions. Headings and captions in this Plan are
inserted for convenience of reference only and the Plan is not to be construed
by the interpretation thereof.


Approved by the Board of Directors on July 23, 2002.


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