Edgar Filing: AMERICAN HOME MORTGAGE INVESTMENT CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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Check the appropriate box:

[_] Preliminary Proxy Statement
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Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Under ss.240.14a-12

AMERICAN HOME MORTGAGE INVESTMENT CORP.
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(Name of Registrant as Specified in Its Charter)

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AMERICAN HOME MORTGAGE INVESTMENT CORP.
520 Broadhollow Road
Melville, New York 11747

April 29, 2004

Dear Fellow Stockholder:

You are cordially invited to attend the 2004 Annual Meeting of
Stockholders of American Home Mortgage Investment Corp. ("AHMIC" or the
"Company"), which will be held on June 16, 2004, commencing at 10:00 a.m. local
time, at 520 Broadhollow Road, Melville, New York 11747.

At the Company's Annual Meeting, you will be asked (i) to consider and
vote upon the election of two Class II directors to serve for a three-year term
expiring at the 2007 Annual Meeting of Stockholders and one Class III director
to serve for the remainder of the current term of office of the Class III
directors, which expires at the 2005 Annual Meeting of Stockholders, and in each
case until their respective successors are duly elected and qualify; (ii) to
consider and ratify Deloitte & Touche LLP as AHMIC's external auditor; and (iii)
to consider and act upon such other business as may properly come before the
Annual Meeting or any adjournments or postponements thereof. These proposals are
more fully described in the Proxy Statement that follows.

We hope that you will find it convenient to attend in person. Whether or
not you expect to attend in person, please promptly date, sign and mail the
enclosed proxy in the return envelope provided to ensure your representation at
the Annual Meeting and the presence of a quorum. If you do attend the Annual
Meeting, you may withdraw your proxy if you wish to vote in person.

A copy of the Company's Annual Report to Stockholders, which includes a
copy of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, is being provided with this Proxy Statement to each of the
Company's stockholders as of the record date fixed for the Annual Meeting.
Additional copies of that report may be obtained by writing to American Home
Mortgage Investment Corp., 520 Broadhollow Road, Melville, New York 11747,
Attention: General Counsel and Secretary.

On behalf of the Board of Directors and officers of AHMIC, I would like to
express the Company's appreciation for your continued support.

Sincerely,

/s/ Michael Strauss

MICHAEL STRAUSS
Chairman of the Board, Chief Executive
Officer and President

AMERICAN HOME MORTGAGE INVESTMENT CORP.
520 Broadhollow Road
Melville, New York 11747

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 16, 2004

To the Stockholders of American Home Mortgage Investment Corp.:

Notice is hereby given that the Annual Meeting of Stockholders of American
Home Mortgage Investment Corp., a Maryland corporation ("AHMIC" or the
"Company"), will be held on June 16, 2004, commencing at 10:00 a.m. local time,
at 520 Broadhollow Road, Melville, New York 11747, for the following purposes:

1. To elect two Class II directors to serve for a three-year term expiring at
the 2007 Annual Meeting of Stockholders and one Class III director to
serve for the remainder of the current term of office of the Class III
directors, which expires at the 2005 Annual Meeting of Stockholders, and
in each case until their respective successors are duly elected and
qualify.

2. To consider and ratify Deloitte & Touche LLP as the Company's external
auditor for the fiscal year ending December 31, 2004.

3. To consider and act upon such other business as may properly come before
the Annual Meeting.

The Board of Directors of the Company has fixed the close of business on
April 23, 2004, as the record date for the determination of stockholders
entitled to notice of and to vote on any matters that may properly come before
the Annual Meeting and at any adjournments or postponements thereof.

By order of the Board of Directors,

/s/ Alan B. Horn

ALAN B. HORN
Secretary

Dated: April 29, 2004
Melville, New York

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. YOUR VOTE
IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE MARK, SIGN AND DATE
THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE TO ENSURE
THAT YOUR SHARES WILL BE REPRESENTED. YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU
ATTEND THE MEETING.

AMERICAN HOME MORTGAGE INVESTMENT CORP.
520 BROADHOLLOW ROAD
MELVILLE, NEW YORK 11747

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PROXY STATEMENT

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Annual Meeting of Stockholders
June 16, 2004

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This Proxy Statement is furnished by the Board of Directors of American
Home Mortgage Investment Corp., a Maryland corporation ("AHMIC" or the
"Company"), in connection with the Company's solicitation of proxies for use at
the 2004 Annual Meeting of Stockholders of AHMIC (the "Annual Meeting"), which
will be held on June 16, 2004, commencing at 10:00 a.m. local time, at 520
Broadhollow Road, Melville, New York 11747, and at any adjournments or
postponements thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. All stockholders are entitled and encouraged to
attend the Annual Meeting in person. This Proxy Statement and the accompanying
Proxy Card are being mailed to stockholders of AHMIC on or about May 3, 2004.

SOLICITATION OF PROXIES

The proxy enclosed with this Proxy Statement is solicited by the Board of
Directors of AHMIC. Proxies may be solicited by officers, directors and regular
supervisory and executive employees of AHMIC, none of whom will receive any
additional compensation for their services. Such solicitations may be made
personally, or by mail, facsimile, telephone, telegraph or messenger. The
Company may reimburse brokers and other persons holding shares in their names or
in the names of nominees for expenses in sending proxy materials to beneficial
owners and obtaining proxies from such owners. All of the costs of solicitation
of proxies will be paid by AHMIC.

All properly executed proxies delivered pursuant to this solicitation and
not revoked will be voted in accordance with the directions given and, in
connection with any other business that may properly come before the Annual
Meeting, in the discretion of the persons named in the proxy.

In voting by proxy with regard to the election of directors, stockholders
may vote in favor of each nominee or withhold their votes as to each or all of
the nominees. If no instruction is given on a properly completed proxy, it will
be voted FOR the election of each of the nominees for director named in this
Proxy Statement, or, if any such nominee is unable or unwilling to serve for any
reason, for such other person or persons as the Board of Directors may
recommend.

In voting by proxy with regard to ratification of Deloitte & Touche LLP as
the Company's external auditor for the fiscal year ending December 31, 2004,
stockholders may vote in favor of ratification or against or may abstain from
voting with respect to this proposal. If no instruction is given on a properly
completed proxy, it will be voted FOR the ratification of Deloitte & Touche LLP.

As to any other matter of business that may be brought before the Annual
Meeting, such proxy will be voted in accordance with the judgment of the persons
named in the proxy.

A stockholder who has given a proxy may revoke it at any time before it is
exercised by giving notice of revocation to the Secretary of AHMIC, by
submitting a proxy bearing a later date or by attending the Annual Meeting and
voting in person. Attendance at the Annual Meeting will not, in itself,
constitute revocation of a proxy.

VOTING SECURITIES

The Board of Directors has fixed the close of business on April 23, 2004,
as the record date (the "Record Date") for determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting. Holders of record of
the Company's common stock, par value $0.01 per share ("Common Stock"), as of
the Record Date will be entitled to one vote for each share held. On the Record
Date, there were 39,877,412 shares of the Company's Common Stock outstanding and
entitled to vote.

The presence in person or by proxy of stockholders entitled to cast a
majority of all the votes entitled to be cast at the Annual Meeting shall
constitute a quorum for the transaction of business at the Annual Meeting.

Under Maryland law, stockholder abstentions and broker non-votes are
considered present and entitled to vote for purposes of determining a quorum,
but are not considered votes cast. Accordingly, stockholder abstentions and
broker non-votes will have no effect on the outcome of the proposals. Broker
non-votes exist when a broker who holds shares in street name does not receive
voting instructions from the beneficial stockholder and such broker does not
have discretionary authority to vote on the particular proposal. For purposes of
the Annual Meeting, however, there should not be any broker non-votes because a
broker who holds shares in street name and does not receive voting instructions
from the beneficial stockholder has discretionary authority to vote on both of
the proposals to be considered at the Annual Meeting.

Assuming the presence of a quorum at the Annual Meeting: (i) the
affirmative vote of a plurality of the votes cast by holders of shares of Common
Stock represented at the Annual Meeting and entitled to vote is required for the
election of directors; and (ii) the affirmative vote of a majority of the shares
of Common Stock represented at the Annual Meeting and entitled to vote is
required for the ratification of Deloitte & Touche LLP as the Company's external
auditor for the fiscal year ending December 31, 2004.

EXPLANATORY NOTE

AHMIC was incorporated in July, 2003, under the laws of the State of
Maryland. On December 3, 2003, through an internal reorganization, AHMIC became
the parent company of American Home Mortgage Holdings, Inc. ("AHM Holdings"),
which was a publicly owned company whose common stock traded on the Nasdaq
National Market under the symbol "AHMH." Concurrent with the reorganization,
Apex Mortgage Capital, Inc., a Maryland corporation ("Apex"), which operated as
a real estate investment trust ("REIT"), merged with and into AHMIC, with AHMIC
as the surviving corporation. In connection with these transactions, the Common
Stock of the Company was exchanged for the outstanding shares of common stock of
AHM Holdings and Apex, and the Company commenced operating in a manner allowing
it to qualify as a REIT for federal income tax purposes. The Company's common
stock began trading on the New York Stock Exchange ("NYSE") under the symbol
"AHH" on December 4, 2003.

As a result of the reorganization and merger, both completed on December
3, 2003, among other things: (i) AHM Holdings became a wholly owned subsidiary
of the Company and ceased trading on the Nasdaq National Market, (ii) Apex
ceased to exist, and (iii) the directors and executive officers of AHM Holdings
at the time of completion of these transactions became the directors and
executive officers of the Company. Accordingly, certain references in this Proxy
Statement to the Company or to historical information relating to the Company,
in each case relative to periods prior to December 3, 2003, generally apply to
AHM Holdings.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of April 23, 2004, there were 39,877,412 shares of Common Stock
outstanding, and (other than Michael Strauss, the Company's Chairman of the
Board, Chief Executive Officer and President, and the Company's other executive
officers as a group) the Company was not aware of any stockholder beneficially
owning more than 5% of the Company's outstanding Common Stock.

The determination that there were no other persons, entities or groups
known to the Company to beneficially own more than 5% of the Company's Common
Stock was based on a review of all statements filed with respect to the Company
since the beginning of the past fiscal year with the Securities and Exchange
Commission (the "SEC") pursuant to Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information regarding ownership of
Common Stock as of April 23, 2004, by (i) each of the members of the Company's
Board of Directors, (ii) each of the Company's executive officers named in the
"Summary Compensation Table" under the caption "Executive Compensation" below,
and (iii) all directors and executive officers of the Company as a group. Unless
otherwise indicated, all shares were owned directly with sole voting and
investment power.

Shares of Common Stock Percent of Common Stock
Name and Address of Beneficial Owner (1) Beneficially Owned Beneficially Owned (2)
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Michael Strauss 4,242,106 10.6%

John A. Johnston 326,778 *

Nicholas R. Marfino 21,957 *

Michael A. McManus, Jr. 18,793 *

C. Cathleen Raffaeli 26,667 *

Kenneth P. Slosser 76,667 *

Irving J. Thau -- (3) -- (3)

Stephen A. Hozie 8,500 (4) *

Donald Henig 32,500 (5)

Dena L. Kwaschyn 32,500 (6)

James P. O'Reilly -- (7) -- (7)

All directors and executive officers as a group
(21 individuals (3)(7)) 5,199,188 13.0%

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* Represents less than 1%.

(1) Each individual listed in the table is a director or named executive
officer of the Company, with an address at c/o American Home Mortgage
Investment Corp., 520 Broadhollow Road, Melville, New York 11747.

(2) Ownership percentages are based on 39,877,412 shares of Common Stock
outstanding as of April 23, 2004. Under the rules of the SEC, shares of
common stock that an individual has a right to acquire within 60 days from
April 23, 2004, pursuant to the exercise of options,

warrants or other convertible securities, are deemed to be outstanding for
the purpose of computing the percentage of ownership of such person, but
are not deemed to be outstanding for the purpose of computing the
percentage of ownership of any other person shown in the table.

(3) Mr. Thau was appointed to the Board of Directors on April 27, 2004.

(4) This number includes currently exercisable options to purchase 7,500
shares of the Company's Common Stock.

(5) This number represents currently exercisable options to purchase 32,500
shares of the Company's Common Stock.

(6) This number includes currently exercisable options to purchase 10,000
shares of the Company's Common Stock, and options to purchase 12,500
shares of the Company's Common Stock that become exercisable on May 29,
2004. This number also includes 10,000 shares of Common Stock which Ms.
Kwaschyn holds in joint tenancy.

(7) Mr. O'Reilly resigned from his position as the Company's Executive Vice
President, Secondary Marketing, effective January 31, 2004.

CORPORATE GOVERNANCE

BOARD OF DIRECTORS

The bylaws of the Company provide that the Board of Directors will consist
of not less than three members nor more than 12 members, the exact number to be
determined by resolution adopted by the affirmative vote of a majority of the
Board of Directors of AHMIC. Currently, there are seven members on the Board of
Directors, which is divided into three classes. Directors in each class are
elected for a three-year term in staggered years.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company held 12 meetings during 2003 and
took action by written consent on 14 occasions. Each current director attended
75% or more of the aggregate number of meetings of the Board of Directors and
Board committees on which he or she served that were held during such period.
Those figures are based on meetings and written consents of the Board of
Directors of both AHMIC and AHM Holdings, solely during the period in which each
such company was publicly owned in 2003. As described above in this Proxy
Statement under "Explanatory Note," on December 3, 2003, AHMIC became the parent
company of AHM Holdings through an internal reorganization and acquired Apex by
merger. Pursuant to the reorganization and merger, the members of the Board of
Directors of AHM Holdings became the Board of Directors of AHMIC. Accordingly,
the meetings of the Board of Directors and the actions by written consent
referenced above include those by the Board of Directors of AHM Holdings until
December 3, 2003, and include those by the Board of Directors of AHMIC from
December 3, 2003 through December 31, 2003.

Directors are encouraged, but are not required, to attend the Company's
annual meetings of stockholders. Two directors attended the Company's 2003
Annual Meeting of Stockholders.

INDEPENDENCE OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has affirmatively determined that
four of its seven directors, including all members of its Audit, Compensation
and Nominating and Corporate Governance Committees, are "independent" as defined
by the listing standards of the NYSE and all applicable rules and regulations of
the SEC. The four independent directors are Nicholas R. Marfino, Michael A.
McManus, Jr., C. Cathleen Raffaeli and Irving J. Thau.

EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

Meetings of non-management directors will be scheduled to be held
regularly throughout the year. Additional meetings may be scheduled by any
non-management director. These non-management executive sessions may be chaired
by any of the chairpersons of the Audit Committee, the Compensation Committee
and the Nominating and Corporate Governance Committee. In this regard, the
Company's current policy is to rotate the chairperson position at such sessions
among the various committee chairpersons.

COMMUNICATIONS WITH DIRECTORS

Stockholders and other interested parties may communicate directly with
any director, including any non-management member of the Board of Directors,
by writing to the attention of such individual at the following address:
American Home Mortgage Investment Corp., 520 Broadhollow Road, Melville, New
York 11747.

Communications that are intended for the non-management directors
generally should be marked "Personal and Confidential" and sent to the attention
of the Chair of the Nominating and Corporate Governance Committee. The Chair
will distribute any communications received to the non-management member(s) to
whom the communication is addressed. Communications that are intended for the
whole Board should be sent to the attention of the Company's General Counsel and
Secretary.

CORPORATE GOVERNANCE PRINCIPLES

The Board of Directors adopted Corporate Governance Principles that, along
with the charters of the various Board committees, provide the framework for the
governance of the Company. The Nominating and Corporate Governance Committee is
responsible for overseeing and reviewing the Corporate Governance Principles
from time to time and recommending proposed changes to the Board for approval.
The Corporate Governance Principles are available on the Company's website at
http://www.americanhm.com. The Corporate Governance Principles are also
available in print to anyone who requests them by writing to the Company at the
following address: 520 Broadhollow Road, Melville, New York 11747, Attention:
General Counsel and Secretary.

CODE OF BUSINESS CONDUCT AND ETHICS

All directors, officers and employees of the Company must act ethically
and in accordance with the Company's Code of Business Conduct and Ethics (the
"Code of Ethics"). The Code of Ethics satisfies the definition of "code of
ethics" under the rules and regulations of the SEC and is available on the
Company's website at http://www.americanhm.com. The Code of Ethics is also
available in print to anyone who requests it by writing to the Company at the
following address: 520 Broadhollow Road, Melville, New York 11747, Attention:
General Counsel and Secretary.

COMMITTEES OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS

The Board of Directors of the Company currently has three standing
committees: the Audit Committee, the Compensation Committee and the Nominating
and Corporate Governance Committee. The members and functions of these
committees are described below. The Board of Directors has adopted written
charters for each such committee, current versions of which are available on our
website at http://www.americanhm.com and are attached to this Proxy Statement as
Appendices A, B and C, respectively. The charters are also available in print to
anyone who requests them by writing to the Company at the following address: 520
Broadhollow Road, Melville, New York 11747, Attention: General Counsel and
Secretary.

Audit Committee

The Audit Committee assists the Board of Directors in monitoring: (i) the
integrity of the financial statements of the Company, (ii) the qualifications
and independence of the Company's external auditor, (iii) the performance of the
Company's internal audit function and external auditor, (iv) the compliance by
the Company with legal and regulatory requirements and (v) the processes by
which management assesses and manages risk. The Audit Committee pre-approves all
auditing services and permitted non-audit services (including the fees and terms
thereof) to be performed for the Company by the external auditor, subject to the
exceptions for non-audit services which are approved by the Audit Committee
prior to the completion of the audit. The Amended and Restated Charter of the
Audit Committee, which describes all of the Audit Committee's responsibilities,
is attached to this Proxy Statement as Appendix A and is posted on the Company's
website.

During 2003, the Audit Committee held five meetings and did not take any
action by written consent. The Audit Committee Report appears on page 16 of this
Proxy Statement.

Until February 24, 2003, the members of the Audit Committee were C.
Cathleen Raffaeli, Nicholas R. Marfino, Michael A. McManus, Jr., and Kenneth P.
Slosser. From February 24, 2003 until April 27, 2004, the members of the Audit
Committee were Ms. Raffaeli and Messrs. Marfino and McManus. On April 27, 2004,
Irving J. Thau was appointed to the Audit Committee and named as Chair of the
Audit Committee.

The Board of Directors has determined that each member of the Audit
Committee satisfies the independence standards for Audit Committee membership as
set forth in Section 10A(m)(3) of the Exchange Act and the rules promulgated
thereunder. In addition, the Board of Directors has determined that Mr. Thau
satisfies the SEC's criteria for an "audit committee financial expert."

Compensation Committee

The primary purpose of the Compensation Committee is (i) to review and
approve corporate goals and objectives relevant to compensation of the Company's
Chief Executive Officer ("CEO"), evaluate the CEO's performance in light of such
goals, and determine and approve the salary, benefits and other compensation of
the CEO, (ii) to review, with the CEO, the salaries, benefits and other
compensation of the Company's other executive officers, (iii) to make
recommendations to the Company's Board of Directors regarding the other
executive officers' salaries, benefits, and other compensation, and (iv) to
administer the Company's employee benefit plans. The Charter of the Compensation
Committee, which describes all of the Compensation Committee's responsibilities,
is attached to this Proxy Statement as Appendix B and is posted on the Company's
website.

During 2003, the Compensation Committee held one meeting and took action
by written consent on one occasion. The Compensation Committee Report on
Executive Compensation appears on page 22 of this Proxy Statement.

Until February 24, 2003, the members of the Compensation Committee were C.
Cathleen Raffaeli, Kenneth P. Slosser and Michael Strauss. From February 24,
2003 until November 11, 2003, the members of the Compensation Committee were Ms.
Raffaeli and Mr. Slosser. As of November 12, 2003, the members of the
Compensation Committee are Nicholas R. Marfino (Chair), Michael A. McManus, Jr.,
and Ms. Raffaeli.

Nominating and Corporate Governance Committee

The primary purpose of the Nominating and Corporate Governance Committee
is to consider and make recommendations to the Board of Directors concerning the
appropriate size, functions and needs of the Board of Directors. The
responsibilities of the Nominating and Corporate Governance Committee also
include, without limitation, identifying and nominating individuals qualified to
become members of the Board, developing the Company's Corporate Governance
Principles and overseeing the evaluation of the Board and management. The
Charter of the Nominating and Corporate Governance Committee, which describes
all of the Nominating and Corporate Governance Committee's responsibilities, is
attached to this Proxy Statement as Appendix C and is posted on the Company's
website.

The Nominating and Corporate Governance Committee was formed in 2004 and,
as such, did not hold any meetings in 2003.

The members of the Nominating and Corporate Governance Committee are
Michael A. McManus, Jr. (Chair), Nicholas R. Marfino and C. Cathleen Raffaeli.

COMPENSATION OF THE BOARD OF DIRECTORS

Directors who are neither employees of the Company nor employees of its
subsidiaries each will receive $3,000 per Board of Directors or committee
meeting attended (except for committee meetings held on the same day as a Board
meeting). In addition, commencing in 2004, the chairperson of the Audit
Committee will receive an additional fee of $10,000 per year of service.
Directors also are reimbursed for out-of-pocket expenses incurred in connection
with their service as directors.

The Compensation Committee (with Ms. Raffaeli abstaining) voted to award a
$10,000 cash payment to Ms. Raffaeli in recognition of her outstanding service
as Audit Committee Chair during 2003.

Each non-employee director is eligible to be awarded non-qualified stock
options and shares of restricted stock under the Company's 1999 Omnibus Stock
Incentive Plan (the "Plan"). A recipient of restricted stock under the Plan is
entitled to vote such stock and is entitled to all dividends paid on such stock,
except that dividends paid in Common Stock or other property also will be
subject to the same restrictions. In 2003, the Company did not award any
non-qualified stock options or shares of restricted stock to any member of the
Board of Directors.

Directors who serve either as the Company's officers or employees or as
officers or employees of any of its subsidiaries do not receive any additional
compensation for their services as directors.

DIRECTOR NOMINATION PROCESS

Role of the Nominating and Corporate Governance Committee

In accordance with the Company's Corporate Governance Principles, the
Nominating and Corporate Governance Committee considers director candidates
based on criteria approved by the Board of Directors, including such
individuals' backgrounds, skills, expertise, accessibility and availability to
serve constructively and effectively on the Board. The Nominating and Corporate
Governance Committee considers and evaluates director candidates based upon
certain minimum qualifications set forth in the Charter of the Nominating and
Corporate Governance Committee.

The Nominating and Corporate Governance Committee may retain a director
search firm to assist the Nominating and Corporate Governance Committee in
identifying qualified director nominees. In addition, the Nominating and
Corporate Governance Committee will consider potential nominees proposed by the
Chairman of the Board, the CEO, any member of the Nominating and Corporate
Governance Committee and any search firm engaged by any of the foregoing for the
purpose of identifying potential candidates for Board membership. After
identifying qualified individuals and conducting interviews, as appropriate, the
Nominating and Corporate Governance Committee will recommend the selected
individuals to the Board. In the event there is a vacancy on the Board between
stockholders' meetings, the Nominating and Corporate Governance Committee will
recommend one or more of the qualified individuals for appointment to the Board.

Candidates Proposed by Stockholders

The Nominating and Corporate Governance Committee has a policy to consider
recommendations for director candidates submitted in good faith by stockholders.
A stockholder recommending an individual for consideration by the Nominating and
Corporate Governance Committee must provide (i) evidence in accordance with Rule
14a-8 of the Exchange Act of compliance with the stockholder eligibility
requirements, (ii) the written consent of the candidate(s) for nomination as a
director, (iii) a resume or other written statement of the qualifications of the
candidate(s) for nomination as a director and (iv) all information regarding the
candidate(s) and the stockholder that would be required to be disclosed in a
proxy statement filed with the SEC if the candidate(s) were nominated for
election to the Board, including, without limitation, name, age, business and
residence address and principal occupation or employment during the past five
years. Stockholders should send the required information to the Company at 520
Broadhollow Road, Melville, New York 11747, Attention: General Counsel and
Secretary.

In order for a recommendation to be considered by the Nominating and
Corporate Governance Committee for the 2005 Annual Meeting of Stockholders, the
Company's General Counsel and Secretary must receive the recommendation no later
than 5:00 p.m. local time on January 4, 2005. Such recommendations must be sent
via registered, certified or express mail (or other means that allows the
stockholder to determine when the recommendation was received by the Company).
The Company's General Counsel and Secretary will send properly submitted
stockholder recommendations to the Nominating and Corporate Governance Committee
for consideration at a future meeting of the Nominating and Corporate Governance
Committee. Individuals recommended by stockholders in accordance with these
procedures will receive the same consideration as other individuals evaluated by
the Nominating and Corporate Governance Committee.

Stockholder Nominations

In addition, the Company's bylaws permit stockholders to nominate
directors to be voted upon at an annual meeting of stockholders or at a special
meeting at which directors are to be elected in accordance with the notice of
meeting. Stockholders intending to nominate a person for election as a director
must comply with the requirements set forth in the Company's bylaws, which were
filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the period
ended December 31, 2003, and can also be obtained, without charge, upon written
request to the Company at 520 Broadhollow Road, Melville, New York 11747,
Attention: General Counsel and Secretary. The

bylaws generally require, among other things, that the Company receive written
notification from the record stockholder containing the information described in
the section above and any other information required by the bylaws no earlier
than February 16, 2005 or later than March 18, 2005.

PROPOSAL I - ELECTION OF DIRECTORS

John A. Johnston, whose term expires at the Annual Meeting, is a Class II
director and has been nominated for re-election to the Board of Directors to
hold office for a three-year term expiring at the 2007 Annual Meeting of
Stockholders and until his successor has been duly elected and qualified. Mr.
Johnston has consented to be named as a nominee and, if elected, to serve as a
director.

Michael A. McManus, Jr., whose term expires at the Annual Meeting, is a
Class II director and has been nominated for re-election to the Board of
Directors to hold office for a three-year term expiring at the 2007 Annual
Meeting of Stockholders and until his successor has been duly elected and
qualified. Mr. McManus has consented to be named as a nominee and, if elected,
to serve as a director.

Irving J. Thau was appointed to the Board of Directors on April 27, 2004,
as a Class III director to fill a vacancy created on the Board of Directors
resulting from an increase in the number of directors from six to seven. Under
Section 2-407 of the Maryland General Corporation Law and AHMIC's charter, a
director appointed by the Board of Directors to fill such a vacancy serves until
the next annual meeting of stockholders and until his successor is duly elected
and qualified. Accordingly, Mr. Thau's current term of office expires at the
Annual Meeting, and he has been nominated for election to the Board of Directors
to serve as a Class III director, whose term of office, if so elected, will
expire at the 2005 Annual Meeting of Stockholders and until his successor has
been duly elected and qualified. Mr. Thau has consented to be named as a nominee
and, if elected, to serve as a director.

If any of the nominees named above is unable to or unwilling to serve as a
director, the enclosed proxy will be voted for such other person or persons as
the Board of Directors may recommend. Management of AHMIC does not anticipate
that such an event will occur.

INFORMATION ABOUT THE NOMINEES, THE CONTINUING DIRECTORS AND EXECUTIVE AND
OTHER KEY OFFICERS OF THE COMPANY

The table below sets forth the names and ages of the current directors,
including the nominees, and the executive and other key officers of AHMIC, as
well as the position(s) and office(s) held by those individuals. A summary of
the background and experience of each of those individuals is set forth after
the table.

Name Age Position(s)
--------------------------------------------------------------- ---- ----------------------------------------------------------
DIRECTOR NOMINEES - CLASS II
(WHOSE TERMS EXPIRE IN 2004):

John A. Johnston 50 Director and President, Western Division
Michael A. McManus, Jr. 61 Director

DIRECTOR NOMINEE - CLASS III
(WHOSE TERM EXPIRES IN 2004)

Irving J. Thau 64 Director

CONTINUING DIRECTORS - CLASS III
(WHOSE TERMS EXPIRE IN 2005):
Michael Strauss 45 Chairman of the Board, Chief Executive Officer and President
Nicholas R. Marfino 48 Director

CONTINUING DIRECTORS - CLASS I
(WHOSE TERMS EXPIRE IN 2006):
C. Cathleen Raffaeli 47 Director
Kenneth P. Slosser 40 Director

EXECUTIVE AND OTHER KEY OFFICERS WHO ARE NOT DIRECTORS:
Kenneth Alverson 47 Executive Vice President and Chief Administrative Officer
Ronald L. Bergum 42 Executive Vice President, Western Division
Robert Bernstein 38 Senior Vice President and Controller
Chris Cavaco 35 Executive Vice President and Chief Information Officer
Doug Douglas 56 Executive Vice President, Business Processes
Thomas J. Fiddler 38 Executive Vice President, Eastern Division
Mark Filler 44 Executive Vice President, Mergers and Acquisitions
Donald Henig 45 Executive Vice President, Wholesale and Internet Lending
Alan B. Horn 51 Executive Vice President and General Counsel and Secretary
Stephen A. Hozie 45 Executive Vice President and Chief Financial Officer
Robert F. Johnson, Jr. 31 Executive Vice President, Capital Markets (1)
Dena L. Kwaschyn 43 Executive Vice President, Operations
John A. Manglardi 50 President, Eastern Division
Thomas M. McDonagh 39 Executive Vice President and Chief Investment Officer
James P. O'Reilly 50 Executive Vice President, Secondary Marketing (2)
Ronald Rosenblatt 57 Executive Vice President, Sales Support and Development

----------------------

(1) Mr. Johnson was promoted from Senior Vice President to his current
position after the resignation of James P. O'Reilly.

(2) During 2003, Mr. O'Reilly served as the Company's Executive Vice
President, Secondary Marketing. Mr. O'Reilly resigned from such position
effective January 31, 2004.

Director Nominees - Class II

John A. Johnston. Mr. Johnston has served as the Company's President,
Western Division, since January, 2003. Mr. Johnston joined the Company as a
result of the Company's acquisition of Marina Mortgage Company, Inc. ("Marina"),
where Mr. Johnston served as Chief Executive Officer since 1991. The Company
acquired Marina on December 29, 1999, and Mr. Johnston continued to serve as
Chief Executive Officer of Marina since such date. Mr. Johnston has been one of
the Company's directors since March 2000.

Michael A. McManus, Jr. Mr. McManus has served on the Company's Board of
Directors since December, 2001. Since October 30, 1998, Mr. McManus has served
as President and Chief Executive Officer of

Misonix, Inc., a medical equipment manufacturer. Before that time, he served as
President and Chief Executive Officer of New York Bancorp Inc. from 1991 through
March 1998 and as a director of that company from 1990 through March 1998. Mr.
McManus also served as President and Chief Executive Officer of Home Federal
Savings Bank, the principal subsidiary of New York Bancorp Inc., from February
1995 through March 1998. Currently, Mr. McManus serves on the boards of
directors of NWH, Inc., a telecommunications holding firm, Novavax, Inc., a
pharmaceuticals manufacturer, and LQ Corporation, Inc., which is currently a
non-operating publicly reporting company traded on The Nasdaq OTC Bulletin
Board.

Director Nominee - Class III

Irving J. Thau. Mr. Thau was appointed to the Company's Board of Directors
on April 27, 2004. Mr. Thau is a Certified Public Accountant and, from 1962 to
1995, he held various positions with Ernst & Young LLP, where his primary
responsibilities were directing and providing accounting, auditing, and business
advisory services to publicly held and privately owned organizations. He was
admitted to partnership in 1974, and most recently served as Ernst & Young's
West Region Director of Financial Advisory Services. In 1995, Mr. Thau founded
Thau and Associates, Inc., a financial consulting company of which he currently
serves as President. Currently, Mr. Thau serves on the board of directors of
American Vanguard Corporation, and is the chair of its audit committee and a
member of its nominating and corporate governance committee. Mr. Thau was
nominated as a director by Michael Strauss, the Company's Chairman of the Board,
Chief Executive Officer and President.

Continuing Directors - Class III

Michael Strauss. Mr. Strauss has served as the Chairman of the Board of
Directors, Chief Executive Officer and President of the Company since its
founding and initial public offering in 1999. In addition, Mr. Strauss served as
Chairman of the Board of Directors, Chief Executive Officer and President of the
Company's predecessor corporation since its founding by Mr. Strauss in 1988. He
is responsible for the Company's strategic direction as well as overseeing its
day-to-day operations.

Nicholas R. Marfino. Mr. Marfino has served on the Company's Board of
Directors since July, 2001. Since October, 2001, Mr. Marfino has been Vice
President of Adirondack Electronic Markets, LLC, where he manages and supervises
institutional equity option sales and brokerage. Prior to that time, Mr. Marfino
was employed at Ladenburg Thalmann & Co., Inc., an investment bank and
securities dealer, from September, 1993 until September, 2001.

Continuing Directors - Class I

C. Cathleen Raffaeli. Ms. Raffaeli has served on the Company's Board of
Directors since October, 1999. She is currently the President and Chief
Executive Officer of UNext LLC, an online education company, a position she has
held since February 23, 2004. From September, 2002 until February, 2004, Ms.
Raffaeli served as Managing Partner of the Hamilton White Group, LLC, a
financial advisory firm. From December, 1998 until September, 2002, Ms. Raffaeli
was the President and Chief Operating Officer of ProAct Technologies Corp., an
e-commerce company majority owned by IXL Enterprises, a Nasdaq National
Market-listed Internet services company. Prior to joining ProAct Technologies
Corp., Ms. Raffaeli was the Executive Director of the commercial credit card
division of Citicorp from 1994. From 1992 to 1994, Ms. Raffaeli served as Senior
Vice President of Chemical Bank, where she was responsible for its New York
retail mortgage and national telemarketing business. Ms. Raffaeli is a director
of E*TRADE Group, Inc., an online brokerage.

Kenneth P. Slosser. Mr. Slosser was appointed to the Company's Board of
Directors in March, 2000. Since 1998, Mr. Slosser has been a Managing Director
of the Investment Banking and Corporate Finance Department of the investment
bank Friedman, Billings, Ramsey & Co., Inc. From December 1996 until 1998, Mr.
Slosser was a Senior Vice President of Friedman, Billings, Ramsey & Co., Inc.
From August, 1990 through November, 1996, Mr. Slosser served as Assistant
Regional Director for the Office of Thrift Supervision, a division of the U.S.
Treasury Department responsible for the oversight and examination of savings
institutions. From June, 1986 through August, 1990, he served in various other
capacities with the Office of Thrift Supervision and its predecessor agencies.

Executive Officers

Kenneth Alverson. Mr. Alverson joined the Company in August, 2003 as
Executive Vice President and Chief Administrative Officer. Previously, Mr.
Alverson was a Partner in the Financial Services Industry, Strategy and
Operations Group, at Deloitte Consulting from 2000 to August, 2003. From 1998 to
2000, Mr. Alverson served as Principal in the Financial Services Group of
Mitchell Madison Group, a professional services consulting company. Prior to
that, from 1995 until 1997, Mr. Alverson served as Chief Financial Officer at
Dime-North American Mortgage, a mortgage banking company, and from 1994 until
1995 as Chief Administrative Officer of the Mortgage Division of First Fidelity
Bank.

Ronald L. Bergum. Mr. Bergum has served as the Company's Executive Vice
President, Western Division, since January 2003. Mr. Bergum joined the Company
as a result of the Company's acquisition of Marina, where Mr. Bergum served as
President since 1994. The Company acquired Marina on December 29, 1999, and Mr.
Bergum continued to serve as President of Marina since that date.

Robert Bernstein. Mr. Bernstein joined the Company in December, 2002 as
Controller. He has served as the Company's Senior Vice President and Controller
since April, 2003. From January, 2001 to February, 2002, he served as Chief
Financial Officer of GreenPoint Mortgage. Mr. Bernstein has worked in various
positions at GreenPoint Mortgage and GreenPoint Bank for 15 years.

Chris Cavaco. Mr. Cavaco joined the Company in November, 2000 and served
as its Chief Technology Officer until April, 2001, when he became the Company's
Chief Information Officer. Since April, 2003, Mr. Cavaco has served as the
Company's Executive Vice President and Chief Information Officer. Prior to
joining the Company, Mr. Cavaco worked for MCI WorldCom Wireless from June, 1997
as the Network and Systems Manager and, later, Applications Development Manager.
From 1991 until June, 1997, Mr. Cavaco was self-employed as an information
system consultant.

Doug Douglas. Mr. Douglas joined the Company in June, 2002 as Executive
Vice President, Business Processes, through the Company's acquisition of
Columbia National, Incorporated ("Columbia") in June, 2002, where he served as
Chief Financial Officer since August, 1971. His prior roles at Columbia were in
secondary marketing, technology and both commercial and FHA multi-family loan
origination. Previously, he served as President of Columbia Real Estate
Investments, a publicly owned real estate investment trust managed by Columbia.

Thomas J. Fiddler. Since January, 2003, Mr. Fiddler has served as the
Company's Executive Vice President, Eastern Division. Mr. Fiddler served as the
Company's Executive Vice President, Sales and Marketing, since the Company
acquired First Home Mortgage Corp. ("First Home") in June, 2000. From 1997 to
June, 2000, Mr. Fiddler served as First Home's Vice President, Sales.

Mark Filler. In January, 2003, Mr. Filler joined the Company as Executive
Vice President, Mergers and Acquisitions. Since September, 2001, Mr. Filler has
also served as a Principal with Division Sales International, a wholesale
distributions company. Previously, Mr. Filler has also served as Chief Executive
Officer of Prism Financial Corporation ("Prism"), a mortgage banking company,
from December, 1999 to June, 2001 and President from September, 1998 to June,
2001. While at Prism, he sourced and negotiated numerous acquisitions during his
eight-year tenure.

Donald Henig. Mr. Henig has served as the Company's Executive Vice
President, Wholesale and Internet Lending, since April 1, 2004. From April, 2003
through December, 2003, Mr. Henig served as the Company's Executive Vice
President, Alternative Channels Division. Mr. Henig joined the Company in
February, 2001 as Senior Vice President, New Sales Channels. From February, 2000
until February, 2001, Mr. Henig served as Senior Vice President at
LoanTrader.com, where he was responsible for business development and corporate
relations. From October, 1999 until February, 2000, Mr. Henig was Managing
Director - National Account Sales and Eastern Region Manager of Ultraprise.com,
an online secondary market exchange. Between 1997 and 1999, Mr. Henig served as
Senior Vice President, National Sales and Director of Lender Relations at
MtgPro, Inc. In 1995, Mr. Henig founded Mortgage Tech Group, LTD., a multistate
mortgage origination franchise, and he served as President

of that company until 1997. From 1985 until 1995, Mr. Henig served as President
of Island Mortgage Network, Inc., a company that he founded.

Alan B. Horn. Mr. Horn joined the Company in January, 2003 as General
Counsel and Secretary. He has served as the Company's Executive Vice President
and General Counsel and Secretary since April, 2003. From November, 2001 to
December, 2002, Mr. Horn was a Partner and Chair of the New York Financial
Institutions Practice Group for Greenberg Traurig, LLP. From October, 1989 to
July, 2001, Mr. Horn served as General Counsel and Chief Compliance Officer for
European American Bank ("EAB"), where he oversaw overall legal strategy and was
directly involved in the development and implementation of strategic
initiatives. Mr. Horn served as a staff and managing attorney in EAB's legal
department from May, 1985 to October, 1989.

Stephen A. Hozie. Mr. Hozie joined the Company in March, 2002 as Chief
Financial Officer. He has served as the Company's Executive Vice President and
Chief Financial Officer since April, 2003. From May, 1998 until January, 2002,
Mr. Hozie served as Senior Vice President, Finance, and then as Deputy Chief
Financial Officer, of Fleet Mortgage Group. Mr. Hozie was Vice President of
Mellon Mortgage Company from April, 1997 until April, 1998.

Robert F. Johnson, Jr. Mr. Johnson joined the Company in May, 2001 as Vice
President, Secondary Marketing. He has served as the Company's Executive Vice
President, Capital Markets, since January, 2004. Prior to joining the Company,
Mr. Johnson worked for ComNet Mortgage Services, a division of Commonwealth
Bank, in Norristown, Pennsylvania, from July, 1994 to April, 2001 in various
secondary marketing positions. He also served as Vice President, Secondary
Marketing, and as a voting member of Commonwealth Bank's Asset Liability
Committee from February, 2000 to April, 2001.

John A. Johnston. See narrative description under the caption "Director
Nominees - Class II" above.

Dena L. Kwaschyn. Ms. Kwaschyn has served as the Company's Executive Vice
President, Operations, since April, 2003. She joined the Company in February,
2001 as Senior Vice President, Operations. From April, 2000 to February, 2001,
Ms. Kwaschyn served as Director of Operations for L'Argent Mortgage Bankers.
From April, 1999 until March, 2000, Ms. Kwaschyn was a self-employed consultant
to various mortgage banking firms. Ms. Kwaschyn was Executive Vice President,
Director of Mortgage Lending, from September, 1997 until April, 1999 at Long
Island Savings Bank, having first served as Long Island Savings Bank's Director
of Operations of the Mortgage Division from February, 1986 through September,
1997.

John A. Manglardi. Mr. Manglardi has served as the Company's President,
Eastern Division, since January, 2003. Prior to that time, Mr. Manglardi was
employed by the Company as Senior Executive Vice President since the Company
acquired First Home in June, 2000. Prior to the acquisition, he served as
President and Chief Executive Officer of First Home since his co-founding of
that company in 1994. Mr. Manglardi is directly involved in the day-to-day
operations of the management, administration and expansion of the Company's
First Home sales network.

Thomas M. McDonagh. Mr. McDonagh joined the Company on June 30, 2003 as
Executive Vice President and Chief Investment Officer. Prior to that time, Mr.
McDonagh served as a Portfolio Manager for CalPERS from 1999 until June, 2003.
During that time, his responsibilities included, among other things, managing
portfolios of structured products such as mortgage-backed securities,
asset-backed securities and collateralized mortgage-backed securities. From 1997
until 1999, Mr. McDonagh served as Chief Investment Officer of Vanderbilt
Capital Advisors.

Ronald Rosenblatt. Mr. Rosenblatt has served as the Company's Executive
Vice President, Sales Support and Development, since January, 2004. Mr.
Rosenblatt joined the Company as Senior Vice President, Sales Support and
Development, in March, 2003, when the Company acquired the former retail group
of Principal Residential Mortgage Inc. ("Principal Residential Mortgage"), a
division of The Principal Financial Group. Mr. Rosenblatt served as Vice
President and Head of Retail Lending for Principal Residential Mortgage from
January, 2000 through March, 2003, and in such capacity oversaw all sales and
operations, including training, recruiting and all policy development and
implementation, for the retail channel. From June, 1999 until January, 2000, Mr.
Rosenblatt served as Regional Sales Manager for Wells Fargo Mortgage in Illinois
and Northwest Indiana. From

January, 1995 until June, 1999, he was the Area Sales Manager in Iowa for Wells
Fargo Mortgage (formerly Norwest Mortgage).

Michael Strauss. See narrative description under the caption "Continuing
Directors - Class III" above.

--------------------------------------------------------------------------------

AUDIT COMMITTEE REPORT

The members of the Audit Committee have been appointed by the Board of
Directors. The Audit Committee is governed by a charter (attached as Appendix A
to the Proxy Statement of which this Audit Committee Report is a part) that has
been approved and adopted by the Board of Directors and which will be reviewed
and reassessed annually by the Audit Committee. The Audit Committee comprises
three directors, each of whom satisfies the independence requirements of the New
York Stock Exchange and the Securities and Exchange Commission ("SEC").

The following Audit Committee Report does not constitute soliciting
material and shall not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent the Company
specifically incorporates this Audit Committee Report by reference therein.

The Audit Committee assists the Board of Directors in monitoring: (1) the
integrity of the financial statements of the Company, (2) the qualifications and
independence of the Company's external auditor, (3) the performance of the
Company's internal audit function and external auditor, (4) the compliance by
the Company with legal and regulatory requirements and (5) the processes by
which management assesses and manages risk.

Management is responsible for the preparation and integrity of the
Company's financial statements. The Audit Committee reviewed the Company's
audited financial statements for the year ended December 31, 2003, and met with
both management and the Company's external auditor to discuss those financial
statements. Management and the external auditor have represented to the Audit
Committee that the financial statements were prepared in accordance with
accounting principles generally accepted in the United States of America.

The Audit Committee has received from and discussed with the Company's
external auditor the written disclosure and letter regarding the external
auditor's independence from the Company as required by Independence Standards
Board Standard No. 1. The Audit Committee has also discussed with the external
auditor any matters required to be discussed by Statement on Auditing Standards
No. 61.

Based upon these reviews and discussions, the Audit Committee recommended
to the Board of Directors that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2003,
for filing with the SEC. The Audit Committee has elected, and the Board of
Directors has ratified, subject to stockholder approval, the selection of the
Company's external auditor for the year ended December 31, 2004.

Respectfully submitted,
The Audit Committee*

C. Cathleen Raffaeli, Chair
Nicholas R. Marfino
Michael A. McManus, Jr.

* As of April 27, 2004, the current members of the Audit Committee are
Irving J. Thau (Chair), Nicholas R. Marfino, Michael A. McManus, Jr., and
C. Cathleen Raffaeli.

--------------------------------------------------------------------------------

EXECUTIVE COMPENSATION

The following table sets forth certain summary information concerning
compensation paid by the Company during 2003 to or on behalf of the Chief
Executive Officer and to each of the Company's four most highly compensated
executive officers other than the Chief Executive Officer who were serving as
executive officers as of December 31, 2003.

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation Awards
------------------------------- -------------------------------------

Other Securities
Annual Restricted Underlying LTIP All Other
Salary Bonus Compen- Stock Options/SARs Payouts Compen-
Name and Principal Position Year ($)(1) ($) sation ($) Awards (#) ($) sation ($)
------------------------------ ---- ------- ------- ---------- ---------- ------------ -------- ----------

Michael Strauss (2) 2003 350,000 600,000 -- -- 162,813 -- 30,322 (3)
Chairman of the Board, 2002 335,427 -- -- -- -- -- 21,540
Chief Executive Officer 2001 335,417 -- -- -- -- -- 7,180
and President

James P. O'Reilly (4) 2003 197,051 925,056 -- -- -- -- 3,763
Executive Vice President, 2002 191,026 836,253 -- -- -- -- 6,000
Secondary Marketing 2001 191,663 932,288 -- -- -- -- 6,000

Stephen A. Hozie 2003 304,167 337,500 -- -- 20,000 -- 48,665 (5)
Executive Vice President 2002 173,365 375,000 -- -- 15,000 -- 23,776
and Chief Financial Officer 2001 -- -- -- -- -- -- --

Donald Henig 2003 300,000 300,000 -- -- -- -- 6,506 (6)
Executive Vice President, 2002 284,376 200,000 -- -- 25,000 -- 4,879
Wholesale and Internet 2001 227,404 106,250 -- -- 40,000 -- --
Lending

Dena L. Kwaschyn 2003 335,125 90,000 -- -- 25,000 -- 10,440 (7)
Executive Vice President, 2002 287,625 90,000 -- -- -- -- --
Operations 2001 219,666 108,000 -- -- 20,000 -- --

-------------

(1) For each year noted above, an officer's reported salary may be less than
appears in his or her employment agreement because of a change in the
Company's payroll practices that resulted in salary earned in December of
each such year being paid in January of the following year.

(2) In addition, before AHM Holdings' initial public offering, American Home
Mortgage Corp. ("AHMC"), AHM Holdings' predecessor and current subsidiary,
elected to be treated for income tax purposes as an S corporation. In
connection with the initial public offering, AHMC distributed to Mr.
Strauss, its sole stockholder at such time, a promissory note in the
amount of $7.8 million, which note has since been paid in full, in respect
of AHMC's previous S corporation earnings. In connection with that
distribution, AHM Holdings agreed to indemnify Mr. Strauss, on an
after-tax basis, from all liability for AHM Holdings' taxes and those of
AHMC with respect to the period after the initial public offering.

(3) Primarily represents Mr. Strauss' allowance for automobile and related
expenses.

(4) Mr. O'Reilly resigned as the Company's Executive Vice President, Secondary
Marketing, effective January 31, 2004.

(5) Represents Mr. Hozie's allowance for automobile and housing expenses.

(6) Represents Mr. Henig's automobile allowance.

(7) Represents Ms. Kwaschyn's automobile allowance.

Stock Option Grants and Exercises During the Last Fiscal Year

The following table sets forth information concerning stock option grants
made during 2003 to the executive officers named in the "Summary Compensation
Table," including the present value of each grant on the date of grant,
estimated using the Black-Scholes option-pricing model. This pricing model is
for illustration purposes only and is not intended to predict the future price
of the Common Stock. The actual future value of the options will depend on the
market value of the Common Stock.

STOCK OPTION GRANTS IN FISCAL YEAR 2003

Individual Grants
---------------------------------------------------------------------------------------------------

Number of
Securities Percent of Total
Underlying Options/SARs Exercise Grant Date
Options/SARs Granted to Price Expiration Present Value
Name Granted Employees (%) ($/Share) Date ($) (1)
------------------------ -------------- ------------------ ------------ ---------------- ---------------

Michael Strauss (2) -- -- -- -- --
James P. O'Reilly -- -- -- -- --
Stephen A. Hozie 20,000 6.17 10.06 04/03/13 66,180
Donald Henig -- -- -- -- --
Dena L. Kwaschyn 25,000 7.71 13.14 05/20/13 108,060

-------------

(1) The present value of the options granted is estimated using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for the 2003 grants:

Dividend yield 3.0 %
Expected volatility 51.0 %
Risk-free interest rate 5.0 %
Expected life 3 years

(2) Mr. Strauss was awarded options to purchase 162,813 Shares of Common Stock
as compensation for services in 2003. However, these options were granted
in 2004 and as such are not reflected in the table.

The following table sets forth certain summary information concerning
exercised and unexercised options to purchase AHMIC's Common Stock as of
December 31, 2003 held by the executive officers named in the "Summary
Compensation Table."

STOCK OPTION EXERCISES IN FISCAL YEAR 2003
AND FISCAL YEAR-END OPTION VALUES

Number of Shares Underlying Value of Unexercised
Unexercised Options/SARs In-The-Money Options/SARs
Held at Fiscal Year-End ($)
at Fiscal Year-End (#)
--------------------------- --------------------------
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
------------------------ ------------- ------------- ----------- ------------- ----------- -------------

Michael Strauss -- -- -- -- -- --

James P. O'Reilly -- -- -- -- -- --

Stephen A. Hozie -- -- -- 35,000 (1) -- 370,650 (2)

Donald Henig 20,000 106,250 -- 45,000 (3) -- 562,950 (4)

Dena L. Kwaschyn 10,000 155,950 -- 35,000 (5) -- 388,100 (6)

-------------

(1) Mr. Hozie holds 35,000 stock options, of which (i) 7,500 became
exercisable on March 25, 2004, with an exercise price of $14.40 per share,
(ii) 7,500 become exercisable on March 25, 2005, with an exercise price of
$14.40 per share, (iii) 10,000 become exercisable on April 4, 2005, with
an exercise price of $10.06 per share, and (iv) 10,000 become exercisable
on April 4, 2006, with an exercise price of $10.06 per share.

(2) The closing price of AHMIC's Common Stock at December 31, 2003 was $22.51.
Accordingly, all of Mr. Hozie's 35,000 stock options were in-the-money as
of December 31, 2003. The value of the unexercised in-the-money stock
options held by Mr. Hozie at year-end 2003 is calculated by multiplying
the number of stock options held by the difference between the exercise
price per share of such stock options and the closing price of AHMIC's
Common Stock.

(3) Mr. Henig holds 45,000 stock options, of which (i) 12,500 became
exercisable on February 5, 2004, with an exercise price of $13.00 per
share, (ii) 20,000 became exercisable on February 5, 2004, with an
exercise price of $6.25 per share, and (iii) 12,500 become exercisable on
February 5, 2005, with an exercise of $13.00 per share.

(4) The closing price of AHMIC's Common Stock at December 31, 2003 was $22.51.
Accordingly, all of Mr. Henig's 45,000 stock options were in-the-money as
of December 31, 2003. The value of the unexercised in-the-money stock
options held by Mr. Henig at year-end 2003 is calculated by multiplying
the number of stock options held by the difference between the exercise
price per share of such stock options and the closing price of AHMIC's
Common Stock.

(5) Ms. Kwaschyn holds 35,000 stock options, of which (i) 10,000 became
exercisable on February 26, 2004, with an exercise price of $7.13 per
share, (ii) 12,500 become exercisable on May 29, 2004, with an exercise
price of $13.14 per share, and (iii) 12,500 become exercisable on May 29,
2005, with an exercise price of $13.14 per share.

(6) The closing price of AHMIC's Common Stock at December 31, 2003 was $22.51.
Accordingly, all of Ms. Kwaschyn's 35,000 stock options were in-the-money
as of December 31, 2003. The value of the unexercised in-the-money stock
options held by Ms. Kwaschyn at year-end 2003 is calculated by multiplying
the number of stock options held by the difference between the exercise
price per share of such stock options and the closing price of AHMIC's
Common Stock.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information as of December 31,
2003, with respect to the Company's equity compensation plans under which shares
of the Company's Common Stock may be issued.

EQUITY COMPENSATION PLAN INFORMATION

Number of Securities
Remaining Available for
Number of Securities to Future Issuance Under
be Issued Upon Exercise Weighted Average Exercise Equity Compensation Plan
of Outstanding Options, Price of Outstanding (Excluding Securities
Plan Category Warrants and Rights Options, Warrants and Rights Reflected in Column (a))
--------------------------------------------------------------------------------------------------------------------
(a) (b) (c)

Equity compensation plans
approved by security
holders........................ 958,866 $11.11 1,315,024

Equity compensation plans
not approved by security
holders........................ N/A N/A N/A

Total................. 958,866 $11.11 1,315,024

Employment Arrangements

The Company is a party to employment agreements with certain of its
executive officers and directors. The following is a summary of the key terms of
the Company's employment agreements with its Chief Executive Officer and the
four most highly compensated executive officers of the Company during the year
ended December 31, 2003. The Company's employment agreements with the following
individuals were assumed by the Company upon consummation of the internal
reorganization with AHM Holdings and the merger with Apex.

The Company's employment agreement with Michael Strauss, its Chairman of
the Board, Chief Executive Officer and President, provides for an annual base
salary of $350,000 commencing January 1, 2000, and a discretionary bonus. The
agreement has an initial term of three years and will automatically renew for
additional one-year terms, provided that either party may terminate the
agreement upon 12-months' notice before the expiration date. The employment
agreement contains covenants not to compete for a period ending on the first
anniversary of the termination of Mr. Strauss' employment. If (i) the Company
terminates the agreement for any reason other than for cause or upon Mr.
Strauss' disability, (ii) Mr. Strauss terminates his employment for good reason
or (iii) in connection with or following a change in control, Mr. Strauss'
position is eliminated or Mr. Strauss no longer serves as the Company's Chief
Executive Officer with power, authority and responsibility attendant to such
office, then the Company must pay him a lump sum payment equal to 299% of his
base salary, plus the average of his annual incentive award over the preceding
five years.

The Company's employment agreement with Stephen A. Hozie, its Executive
Vice President and Chief Financial Officer, provides for (i) a base salary of
not less than $325,000 per year, (ii) a potential objective achievement bonus of
not less than $175,000, (iii) a management evaluation bonus targeted at $75,000,
and (iv) a potential company performance award of not less than $75,000. Under
the agreement, the minimum and maximum cumulative bonus paid to Mr. Hozie
pursuant to (ii), (iii) and (iv) is $162,500 and $487,500, respectively. The
term of employment is indefinite and employment is at will, terminating four
weeks after Mr. Hozie's resignation or the Company's discharge of Mr. Hozie, as
applicable. Mr. Hozie is entitled to certain fringe benefits and the
reimbursement of work-related expenses. The agreement provides for an option
grant of 20,000 shares of common stock upon execution and the grant of up to an
additional 32,000 options under certain circumstances. The agreement also
provides for severance payments upon Mr. Hozie's resignation after a "change of
control" of the Company, but these provisions have expired and are no longer in
effect. The employment agreement contains non-solicitation covenants for a
period of six months following the termination of the agreement.

The Company's current employment agreement with Donald Henig, its
Executive Vice President, Wholesale and Internet Lending, provides for (i) a
base salary of not less than $400,000 per year, (ii) a potential objective
monthly achievement bonus of 0.001% of certain loans originated by the Company,
and (iii) a performance award equal to 4% of the profits from certain loans
originated by the Company. The term of employment is indefinite and employment
is at will, terminating four weeks after the earlier of Mr. Henig's resignation
or the Company's discharge of Mr. Henig. If the Company discharges Mr. Henig
without cause, the Company will pay Mr. Henig a severance amount equal to three
months of his base salary.

The Company entered into an employment agreement with Dena L. Kwaschyn,
its Executive Vice President, Operations, on January 19, 2001. However, the term
of Ms. Kwaschyn's employment under the agreement was February 26, 2001 through
February 25, 2003 and, as such, neither Ms. Kwaschyn nor the Company are bound
by the terms of the agreement.

--------------------------------------------------------------------------------

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The primary purpose of the Compensation Committee is (i) to review and
approve corporate goals and objectives relevant to compensation of the Company's
Chief Executive Officer ("CEO"), evaluate the CEO's performance in light of such
goals, and determine and approve the salary, benefits, and other compensation of
the CEO, (ii) to review, with the CEO, the salaries, benefits and other
compensation of the Company's other executive officers, and (iii) to make
recommendations to the Company's Board of Directors regarding the other
executive officers' salaries, benefits and other compensation. The Compensation
Committee also administers the Company's 1999 Omnibus Stock Incentive Plan, as
amended (the "Plan"), and determines awards to be made under the Plan to the
Company's directors and executive officers. Awards made under the Plan,
including awards made to the Company's directors and executive officers, have
been approved by the Company's Board of Directors.

The Compensation Committee met once in 2003. At that meeting, the
Compensation Committee agreed to consider the engagement of an outside
compensation consultant to review the CEO's compensation and agreed to review a
cumulative report of awards made under the Plan.

The following Compensation Committee Report describes the considerations
that have guided, or will guide, the Compensation Committee in assessing
executive compensation.

Philosophy

The goal of the Compensation Committee is to provide competitive levels of
compensation that integrate pay with the Company's short-term and long-term
performance goals, reward corporate performance, and recognize individual
initiative and achievement. It is anticipated that these policies will help the
Company to continue to attract and retain quality personnel and thereby enhance
the Company's long-term profitability and share value.

Executive compensation ranges will be designed to be competitive with (i)
those amounts paid to senior executives at mortgage REITs and mortgage banks
that compete with the Company, (ii) companies that are similar in size and
profitability to the Company, and (iii) companies with which the Company
competes for senior executives. Within this framework, individual executive
compensation will continue to be based on personal and corporate achievement and
the individual's level of responsibility and experience. However, in any
particular year, the Company's executives may be paid more or less than
executives in peer companies, depending on the Company's own performance.

The executive officers' compensation consists of three principal
components: base salary, bonus and stock options and/or shares of restricted
stock. Each of those components is discussed below.

Base Salary

The base salaries of the Company's executive officers will be based in
part on comparative industry data and on various quantitative and qualitative
considerations regarding corporate and individual performance. An executive's
base salary will be determined only after an assessment of his or her sustained
performance, current salary in relation to an objective salary range for the
executive's job responsibilities, and his or her experience and potential for
advancement. In recommending base salaries for the Company's executive officers,
the Compensation Committee may consider several additional factors, including,
but not limited to: (i) industry compensation trends; (ii) cost of living and
other local and geographic considerations; (iii) industry-specific job skills
and knowledge; (iv) historical and expected contributions to the Company's
performance; and (v) level, complexity, breadth and difficulty of duties.

--------------------------------------------------------------------------------

Bonus Program

Eligible executive officers of the Company may also be awarded bonuses for
achieving certain performance levels. These bonuses are based on various
quantitative and qualitative performance criteria for these executive officers
and are designed to attract and retain qualified individuals and also encourage
them to meet the Company's desired performance goals.

Stock Options, Stock Appreciation Rights and Restricted Stock

The Company provides long-term executive compensation incentives in the
form of stock option awards, stock appreciation rights and restricted stock to
more closely align the interests of management with the Company's stockholders.
The Compensation Committee believes that grants of stock option awards, stock
appreciation rights and restricted stock are an effective means of advancing the
long-term interests of the Company's stockholders by integrating executive
compensation with the long-term value of the Company's common stock. Stock
options are granted at the prevailing market price on the date of grant and are
valuable to executives only if the Company's common stock appreciates. During
2003, the Company granted 324,376 stock options among 58 individuals and issued
113,210 shares of restricted stock among 37 individuals. Awards, including
awards made to the Company's directors and executive officers, have been
approved by the Company's Compensation Committee and its Board of Directors.

Chief Executive Officer

Pursuant to his employment agreement, Michael Strauss, the Company's CEO,
earns an annual base salary of $350,000. In addition to his base salary earned
in 2003, the Compensation Committee awarded Mr. Strauss a cash bonus of $600,000
and options to purchase 162,813 shares of the Company's common stock. In
determining the fairness and adequacy of Mr. Strauss' compensation for 2003, the
Compensation Committee reviewed and approved the Company's short- and long-term
goals and objectives relevant to the CEO's compensation and evaluated Mr.
Strauss' performance in light of those goals and objectives, including the
Company's actual financial performance as well as Mr. Strauss' continued
contributions to the growth and success of the Company. Other factors that
guided the Compensation Committee in its evaluation of the CEO's performance are
Mr. Strauss' ability to lead the Company through its continuing growth as a
public company, Mr. Strauss' leadership and vision in connection with the
Company's evolving business strategy, including its merger with Apex Mortgage
Capital, Inc. and conversion into a real estate investment trust, the market
performance of the Company's stock, the integration of acquired businesses and
continued recruiting of valuable personnel throughout the Company. The
Compensation Committee also retained an executive compensation consultant to
review and evaluate Mr. Strauss' salary in light of his contributions to the
Company and the compensation awarded to CEOs at comparable companies. Based on
the Compensation Committee's evaluation of the standards set forth above, and
after consultation with the executive compensation consultant retained, the
Compensation Committee approved Mr. Strauss' compensation level, bonus payment
and award of options to purchase common stock.

Respectfully submitted,
The Compensation Committee

Nicholas Marfino, Chair
Michael A. McManus, Jr.
C. Cathleen Raffaeli

--------------------------------------------------------------------------------

PERFORMANCE GRAPH

As described in this Proxy Statement under "Explanatory Note," on December
3, 2003, the Company became the parent company of AHM Holdings through an
internal reorganization and merged with Apex. The Company's Common Stock began
trading on the NYSE under the symbol "AHH" on December 4, 2003.

Before the Company's internal reorganization and merger with Apex, AHM
Holdings' common stock traded on the Nasdaq National Market under the symbol
"AHMH." Set forth below is a graph comparing the cumulative total stockholder
return on AHM Holdings' common stock with the S&P 500 Index and the Nasdaq
Financial Index. The graph assumes an investment of $100.00 on October 1, 1999
in (i) AHM Holdings' common stock, (ii) the stocks comprising the S&P 500 Index
and (iii) a "peer group" selected by management. The peer group includes
Countrywide Credit Industries, Inc., Flagstar Bancorp, Inc., Resource Bancshares
Mortgage Group, Inc., Irwin Financial Corporation, E Loan, Inc., and Finet.com,
Inc. The peer group used in 1999 also included Mortgage.com, Inc., which ceased
doing business in 1999 and thus is not included in the peer group for 2000,
2001, 2002 or 2003.

After the reorganization and merger with Apex, completed on December 3,
2003, the Company commenced operations as a REIT. Accordingly, the Company
anticipates that subsequent performance graphs will be based on a peer group
that consists of other mortgage REITs with operations that are similar to those
of the Company.

[GRAPHIC OMITTED]

CUMULATIVE TOTAL RETURN PERFORMANCE GRAPH

Date AHMH S&P 500 Index Peer Group Index

October 1, 1999 100.00 100.00 100.00

December 31, 1999 107.07 114.86 78.29

December 31, 2000 (1) 76.77 104.41 121.14

December 31, 2001 (1) 196.85 92.00 105.22

December 31, 2002 (1) 181.79 71.67 134.05

December 3, 2003 (1) (2) 391.86 88.17 276.05

-------------

(1) The peer group used by the Company in 1999 also included Mortgage.com,
Inc., which ceased doing business in 1999 and thus is not included in the
peer group for 2000, 2001, 2002 or 2003.

(2) As a result of the Company's internal reorganization and merger with Apex,
the common stock of AHM Holdings ceased trading on the Nasdaq National
Market on December 3, 2003. On December 4, 2003, AHMIC's Common Stock
began trading on the NYSE under the symbol "AHH."

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Kenneth P. Slosser, one of the Company's non-employee directors, is a
Managing Director of Friedman, Billings, Ramsey & Co., Inc. ("Friedman
Billings"), an investment bank that has from time to time in the past provided,
and may from time to time in the future provide, investment banking and general
financing services to the Company for which Friedman Billings has in the past
received, and may in the future receive, fees and commissions. In 2003, Friedman
Billings received approximately $1.3 million for services provided in connection
with the Company's reorganization and merger with Apex completed on December 3,
2003. In addition, the Company completed a secondary public offering of
14,375,000 shares of its Common Stock in March, 2004, in which Friedman Billings
acted as the sole bookrunning and joint-lead manager and received fees and
commissions in the amount of approximately $10 million. The Company also agreed
to indemnify Friedman Billings and its officers and directors against certain
liabilities in connection with the offering.

Michael Strauss, the Company's Chairman of the Board, Chief Executive
Officer and President, is permitted to beneficially own up to 20% of the value
of the total number of shares of Common Stock and preferred stock of the
Company. Typically, in order to maintain REIT status, a REIT imposes general
limitations on the ownership of its voting securities. However, the Company's
charter excepts Mr. Strauss from those general ownership limitations and, thus,
Mr. Strauss is permitted to beneficially own up to 20% of the value of the total
number of shares of Common Stock and preferred stock of the Company. The Company
believes that as the Company's founder, Chief Executive Officer and President
and significant stockholder, Mr. Strauss has played an integral role in the
growth and success of the Company and has effectively led the Company through
its first years as a public company, acquired and integrated multiple businesses
and recruited valuable members of management and other personnel. Accordingly,
the Company's Board of Directors believes that permitting Mr. Strauss to
maintain significant ownership in the Company is appropriate and is beneficial
to the Company because it will provide an incentive for Mr. Strauss to continue
to lead the Company and provide his services to it.

Acquisition of Marina

In connection with the Company's acquisition of Marina on December 29,
1999, the Company agreed to make certain future payments to the stockholders of
Marina in exchange for their interests in the company. Ronald L. Bergum,
currently an executive officer of the Company, received a note in the amount of
approximately $1.2 million, of which approximately $139,000 remains outstanding
as of March 31, 2004. John A. Johnston, currently a director and executive
officer of the Company, received a note in the amount of approximately $1.3
million, of which approximately $154,000 remains outstanding as of March 31,
2004. The notes bear interest at a rate of 10% per annum. Payments due on the
notes have been, or will be, made on February 15, May 15, August 15 and November
15 of each of the calendar years of 2000, 2001, 2002, 2003 and 2004.

In addition, in connection with the Company's acquisition of Marina, the
Company issued restricted shares of its Common Stock to Messrs. Bergum and
Johnston and certain other Marina stockholders as initial consideration in
exchange for their interests in Marina. The former Marina stockholders may
receive additional consideration, consisting of restricted shares of the
Company's Common Stock, periodically until May, 2006, based on the earnout
provisions contained in the merger agreement. Under these earnout provisions,
former Marina stockholders may receive an annual earnout consisting of
restricted shares of Common Stock of the Company based on the profitability of
the acquired business. During the years 2003, 2002, 2001 and 2000, Mr. Bergum
received an aggregate of 93,127 restricted shares of Common Stock (with a value
of approximately $964,000), 68,864 shares of restricted shares of Common Stock
(with a value of approximately $914,000), 60,260 restricted shares of Common
Stock (with a value of approximately $370,000), and 76,684 restricted shares of
Common Stock (with a value of approximately $370,000), respectively. During the
years 2003, 2002, 2001 and 2000, Mr. Johnston received an aggregate of 103,202
restricted shares of Common Stock (with a value of approximately $1.1 million),
76,314 restricted shares of Common Stock (with a value of approximately $1
million), 66,780 restricted shares of Common Stock (with a value of
approximately $410,000), and 84,980 restricted shares of Common Stock (with a
value of approximately $410,000), respectively.

Acquisition of First Home

On June 30, 2000, the Company acquired First Home. In connection with the
Company's acquisition of First Home, the Company issued restricted shares of its
Common Stock to Thomas J. Fiddler and John A. Manglardi, currently two of the
Company's executive officers, and the other First Home stockholders, as initial
consideration for their interests in First Home. In addition, the former
stockholders of First Home, including Messrs. Fiddler and Manglardi, may receive
additional consideration, consisting of cash and restricted shares of Common
Stock, pursuant to the earnout provisions contained in the merger agreement.

Under the merger agreement's earnout provisions, former stockholders of
First Home may receive two quarterly payments. One of these quarterly payments,
which is automatically paid to the former First Home stockholders on a pro rata
basis based on their former stock ownership in First Home regardless of the
profitability of the acquired business, is equal to an aggregate of $75,000 in
restricted shares of Common Stock (or cash, before 2002). The other quarterly
payment to which former First Home stockholders may be entitled is equal to an
aggregate of $150,000, one half of which will be paid in cash and the other half
of which will be paid in restricted shares of Common Stock, and which, if
earned, also will be paid on a pro rata basis.
The cash payment of the other quarterly earnout depends on the acquired
business being profitable and having positive cash income for the applicable
quarter.

In addition to the quarterly earnouts, the former First Home stockholders
may be entitled to an annual earnout, consisting of cash and restricted shares
of Common Stock, based on the profitability of the acquired business. The
previous stockholders of First Home may receive such earnouts during a five-year
period ending in May, 2005. During 2003, Mr. Fiddler received an aggregate of
32,812 restricted shares of Common Stock (with a value of approximately
$596,000). During 2003, Mr. Manglardi received an aggregate of 41,167 restricted
shares of Common Stock (with a value of approximately $710,000). With respect to
earnouts paid in cash during 2003, Mr. Fiddler received aggregate payments of
$571,603. During 2003, Mr. Manglardi received aggregate payments of $638,103.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and 10% stockholders to file reports of ownership and reports
of changes in ownership of AHMIC's Common Stock and other equity securities with
the SEC. Directors, executive officers and 10% stockholders are required to
furnish AHMIC with copies of all Section 16(a) forms they file. Based on a
review of the copies of such reports furnished to it, AHMIC believes that, since
its formation in 2003, AHMIC's directors, executive officers and 10%
stockholders complied with all Section 16(a) filing requirements applicable to
them, except that (i) each of Kenneth Alverson, Dena L. Kwaschyn and Michael A.
McManus, Jr., failed to timely file a Form 3 upon becoming an insider of the
Company, (ii) Kenneth Alverson failed to timely file a Form 4 to reflect his
purchase of 350 shares of Common

Stock; and (iii) Kenneth P. Slosser failed to timely file a Form 4 to reflect
the exercise of warrants exercisable into shares of Common Stock. Each of these
reports subsequently has been filed with the SEC.

With respect to Section 16(a) filings required with regard to the
beneficial ownership of the stock of AHM Holdings prior to December 3, 2003,
directors, executive officers and 10% stockholders of AHM Holdings complied with
all Section 16(a) filing requirements applicable to them, except that (i) each
of Kenneth Alverson, Alan B. Horn, Stephen A. Hozie and Michael A. McManus, Jr.,
failed to timely file a Form 3 upon becoming an insider of the Company, (ii)
each of John A. Johnston and Michael A. McManus, Jr. on two occasions failed to
timely file a required Form 4, and (iii) each of Stephen A. Hozie, Nicholas A.
Marfino, Cathleen C. Raffaeli and Kenneth P. Slosser failed to timely file one
required Form 4. Each of these reports subsequently has been filed with the SEC.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

As described above under "Corporate Governance," the current members of
the Compensation Committee are Nicholas R. Marfino (Chair), Michael A. McManus,
Jr., and C. Cathleen Raffaeli. No interlocking relationship exists between the
Company's Board of Directors or Compensation Committee and the board of
directors or compensation committee of any other company, nor has any such
interlocking relationship existed in the past.

Until February 24, 2003, the members of the Compensation Committee were
Ms. Raffaeli, Kenneth P. Slosser and Michael Strauss. From February 24, 2003
until November 11, 2003, the members of the Compensation Committee were Ms.
Raffaeli and Mr. Slosser. Mr. Strauss is the Company's Chief Executive Officer
and President. Mr. Slosser is a Managing Director of Friedman Billings, as
described above under "Certain Relationships and Related Transactions." Neither
Mr. Strauss nor Mr. Slosser is currently a member of the Compensation Committee.

PROPOSAL II - RATIFICATION OF EXTERNAL AUDITOR

The Board of Directors has appointed the firm of Deloitte & Touche LLP,
independent accountants, to be the Company's external auditor for the fiscal
year ending December 31, 2004, and recommends to stockholders that they vote for
ratification of that appointment.

Deloitte & Touche LLP served in this capacity for the fiscal years ended
December 31, 1999, December 31, 2000, December 31, 2001, December 31, 2002 and
December 31, 2003. A representative of Deloitte & Touche LLP will be present at
the Annual Meeting and will have an opportunity to make a statement and be
available to respond to appropriate questions. The appointment of the Company's
external auditor is approved annually by the Board of Directors of AHMIC and
subsequently submitted to the stockholders for ratification. The decision of the
Board is based on the recommendation of the Audit Committee, which reviews and
approves in advance the scope of the audit, the types of non-audit services that
AHMIC will need and the estimated fees for the coming year. The Audit Committee
also reviews and approves non-audit services to ensure that these services will
not impair the independence of the external auditor.

Before making its recommendation to the Board of Directors for appointment
of Deloitte & Touche LLP, the Audit Committee carefully considered that firm's
qualifications as external auditor for the Company, which included a review of
Deloitte & Touche LLP's performance in prior years, as well as its reputation
for integrity and competence in the fields of accounting and auditing. The Audit
Committee expressed its satisfaction with Deloitte & Touche LLP in these
respects.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF
DELOITTE & TOUCHE LLP
AS THE COMPANY'S EXTERNAL AUDITOR FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2004.

EXTERNAL AUDITOR

Audit and Non-Audit Fees

The following table presents the aggregate fees billed for professional
services rendered by Deloitte & Touche LLP in 2002 and 2003. Other than as set
forth below, no professional services were rendered or fees billed by Deloitte &
Touche LLP during 2002 or 2003.

---------------------------------------------------------------------------------------------------------
Service 2002 2003
---------------------------------------------------------------------------------------------------------

Audit Fees (1) ............................................. $ 957,750 $ 1,134,260
---------------------------------------------------------------------------------------------------------
Audit-Related Fees (2) ..................................... 397,703 102,660
---------------------------------------------------------------------------------------------------------
Tax Fees (3) ............................................... 200,000 500,925
---------------------------------------------------------------------------------------------------------
All Other Fees (4) ......................................... 0 0
---------------------------------------------------------------------------------------------------------
TOTAL $1,555,453 $1,737,845
---------------------------------------------------------------------------------------------------------

-------------

(1) Audit fees consist of professional services rendered for the audit of the
Company's annual financial statements, reviews of the quarterly financial
statements and issuance of comfort letters, consents and assistance with
and review of documents filed with the SEC. Audit fees paid to the
external auditor in 2002 has been revised to reflect an additional fee of
$151,500 attributable to the audit of the Company's 2002 financial
statements that was not billed until after the filing of the Company's
2003 proxy statement and $187,500 of fees related to comfort letters and
review of documents filed with the SEC previously included in
audit-related fees for 2002.

(2) Audit-related fees include fees related to assurance and related services.
This category also includes fees for audits of employee benefit plans, due
diligence services related to acquisitions and consultations and attest
services concerning financial accounting and reporting standards.
Audit-related fees paid to the external auditor in 2002 has been revised
to include $299,453 of due diligence services related to acquisitions,
which was previously included in the category "all other fees" for 2002.

(3) Tax fees consist of fees for services rendered to the Company for tax
compliance, tax planning and advice.

(4) No services were performed by Deloitte & Touche LLP in connection with
financial information systems design and implementation or otherwise.

Pre-Approved Services

Prior to engaging Deloitte & Touche LLP to render the above services, and
pursuant to its charter, the Audit Committee approved the engagement for each of
the services and determined that the provision of such services by the external
auditor was compatible with the maintenance of Deloitte & Touche LLP's
independence in the conduct of its auditing services.

The Audit Committee will use the following procedures for the pre-approval
of all audit and permissible non-audit services provided by the external
auditor.

Before engagement of the external auditor for the next year's audit, the
external auditor will submit a detailed description of services expected to be
rendered during that year within each of four categories of services to the
Audit Committee for approval.

Audit Services include audit work performed on the Company's financial
statements, as well as work that generally only the external auditor can
reasonably be expected to provide, including statutory audits, comfort letters,
consents and assistance with and review of documents filed with the SEC.

Audit-Related Services are for assurance and related services that are
traditionally performed by the external auditor, including due diligence related
to mergers and acquisitions, employee benefit plan audits, and special
procedures required to meet certain regulatory requirements and discussions
surrounding the proper application of financial accounting and/or reporting
standards.

Tax Services include all services, except those services specifically
related to the audit of the financial statements, performed by the external
auditor's tax personnel, including tax analysis; assisting with coordination of
execution of tax related activities, primarily in the area of corporate
development; supporting other tax related regulatory requirements; and tax
compliance and reporting.

Other Services are those associated with services not captured in the
other categories. The Company generally does not request such services from the
external auditor.

Prior to engagement, the Audit Committee pre-approves external auditor
services within each category. The fees are budgeted and the Audit Committee
requires the external auditor to report actual fees versus the budget
periodically throughout the year by category of service. During the year,
circumstances may arise when it may become necessary to engage the external
auditor for additional services not contemplated in the original pre-approval
categories. In those instances, the Audit Committee requires specific
pre-approval before engaging the external auditor.

OTHER MATTERS

The Board of Directors does not intend to bring any other business before
the meeting, and as far as is known by the Board, no matters are to be brought
before the Annual Meeting except as disclosed in the Notice of Annual Meeting of
Stockholders. However, as to any other business which may properly come before
the Annual Meeting, it is intended that proxies, in the form enclosed, will be
voted in respect thereof in accordance with the judgment of the persons voting
such proxies.

ANNUAL REPORT AND FINANCIAL STATEMENTS

A copy of the Company's Annual Report on Form 10-K (excluding the exhibits
thereto) for the fiscal year ended December 31, 2003, including the Company's
audited financial statements set forth therein, was delivered to stockholders of
AHMIC as of the record date, together with this Proxy Statement.

STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

Any stockholder who satisfies the requirements of Rule 14a-8 under the
Exchange Act may submit a proposal for inclusion in the Company's proxy
statement in connection with the 2005 Annual Meeting of Stockholders. Such
proposal must be delivered to AHMIC no later than January 4, 2005.

In addition, the Company's bylaws have an advance notice procedure for
stockholders to bring business before the next Annual Meeting of Stockholders.
The advance notice procedure generally requires that a stockholder proposal for
the 2005 Annual Meeting of Stockholders must be delivered in writing to the
Company's General Counsel and Secretary, together with certain required
information relating to such stockholder's stock ownership and identity, not
earlier than February 16, 2005 or later than March 18, 2005. If, however, the
2005 Annual Meeting of Stockholders is scheduled for a date that is more than 30
days before (or more than 60 days after) the anniversary date of the 2004 Annual
Meeting of Stockholders, a stockholder's notice of proposal, in order to be
timely, must be so delivered not earlier than the 120th day before the 2005
Annual Meeting of Stockholders and not later than the close of business on the
later of the 90th day before the 2005 Annual Meeting of Stockholders or the
tenth day following the day on which the Company publicly announces the date of
the 2005 Annual Meeting of Stockholders. Stockholder proposals should be sent
to: American Home Mortgage Investment Corp., 520 Broadhollow Road, Melville, New
York 11747, Attention: General Counsel and Secretary.

By order of the Board of Directors,

/s/ Michael Strauss

MICHAEL STRAUSS
Chairman of the Board, Chief Executive Officer
and President

Dated: April 29, 2004

PROXY

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
AMERICAN HOME MORTGAGE INVESTMENT CORP.

FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 16, 2004

The undersigned hereby appoints Michael Strauss and Stephen A. Hozie, and
each or either of them, with full power of substitution, as his or her true and
lawful agents and proxies (the "Proxies") to represent the undersigned at the
2004 Annual Meeting of Stockholders of American Home Mortgage Investment Corp.
("AHMIC") to be held at AHMIC's headquarters, 520 Broadhollow Road, Melville,
New York 11747, at 10:00 A.M. (Eastern Time) on June 16, 2004, and at any
adjournments or postponements thereof, and authorizes the Proxies to vote all
shares of AHMIC shown on the other side of this card with all the powers the
undersigned would possess if personally present at the 2004 Annual Meeting of
Stockholders.

This proxy, when properly executed, will be voted as directed on the
reverse side. If this proxy is properly executed and no direction is made, this
proxy will be voted "FOR" the election of the named nominees for director and
"FOR" the ratification of the external auditor and in the discretion of the
Proxies with respect to any other matter that may properly come before the
Annual Meeting or any adjournment or postponement thereof. The undersigned
hereby acknowledges receipt of the proxy statement of AHMIC dated April 29,
2004, soliciting proxies for the 2004 Annual Meeting.

All previous proxies given by the undersigned to vote at the 2004 Annual
Meeting or at any adjournment or postponement thereof are hereby revoked.

(Continued and to be signed on the reverse side)

PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF STOCKHOLDERS
AMERICAN HOME MORTGAGE INVESTMENT CORP.
June 16, 2004

\|/ Please Detach and Mail in the Envelope Provided \|/

------------------------------------------------------------------------------------

[X] PLEASE MARK YOUR VOTES
AS IN THIS EXAMPLE USING
DARK INK ONLY

1. ELECTION OF DIRECTORS, in
the case of those nominees
designated below as belonging
to Class II, to serve for a
term expiring at the 2007
Annual Meeting of
Stockholders, and in the case
of the nominee designated
below as belonging to Class
III, to serve for a term
expiring at the 2005 Annual
Meeting of Stockholders, and
in each case, until their
respective successors shall be
duly elected and qualify.

FOR ALL NOMINEES LISTED AT WITHHOLD Nominees:
RIGHT (EXCEPT AS MARKED TO AUTHORITY TO
THE CONTRARY BELOW) VOTE FOR ALL John A. Johnston (Class II)
NOMINEES Michael A. McManus, Jr. (Class II)
LISTED AT Irving J. Thau (Class III)
RIGHT
[__] [__]

TO WITHHOLD AUTHORITY TO VOTE FOR A
PARTICULAR NOMINEE, PRINT THE NAME OF
SUCH NOMINEE ON THE LINE PROVIDED __________________________________

FOR AGAINST ABSTAIN
2. RATIFICATION OF DELOITTE & TOUCHE LLP as [ ] [ ] [ ]
the Company's external auditor.

OTHER MATTERS:
Discretionary authority is hereby granted with respect to such
other matters as may properly come before the meeting or
any adjournment or postponement thereof.

SIGNATURE(S) ____________________________________ DATE ________________

____________________________________ DATE ________________

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREIN. WHEN SIGNING AS ATTORNEY,
ADMINISTRATOR, EXECUTOR, GUARDIAN OR TRUSTEE, PLEASE GIVE YOUR FULL TITLE
AS SUCH. IF A CORPORATION, PLEASE SIGN BY PRESIDENT OR OTHER AUTHORIZED
OFFICER AND INDICATE TITLE. IF SHARES ARE REGISTERED IN THE NAMES OF JOINT
TENANTS OR TRUSTEES, EACH TENANT OR TRUSTEE IS REQUIRED TO SIGN.

APPENDIX A

AMENDED AND RESTATED CHARTER
OF
THE AUDIT COMMITTEE

I. STATUS

The Audit Committee is a committee of the Board of Directors of American Home
Mortgage Investment Corp. (the "Company").

II. PURPOSE

The purpose of the Audit Committee shall be to assist the Board of Directors in
monitoring: (1) the integrity of the financial statements of the Company, (2)
the qualifications and independence of the Company's independent auditor, (3)
the performance of the Company's internal audit function and independent auditor
and (4) the compliance by the Company with legal and regulatory requirements and
the processes by which management assesses and manages risk.

In addition, the Audit Committee shall submit the report required by the rules
of the Securities and Exchange Commission (the "SEC") to be included in the
Company's annual proxy statement.

While the Audit Committee has the responsibilities set forth in this Charter,
the Audit Committee relies on the expertise and knowledge of management, the
internal auditors and the independent auditor in carrying out its oversight
responsibilities. Management of the Company is responsible for determining that
the Company's financial statements are complete and accurate and are prepared in
accordance with generally accepted accounting principles ("GAAP"). The
independent auditor of the Company is responsible for auditing the Company's
financial statements. It is not the duty of the Audit Committee to plan or
conduct audits, to determine that the Company's financial statements are
complete and accurate and are in accordance with GAAP or to assure compliance
with laws and regulations or the Company's internal policies, procedures and
controls.

III. COMPOSITION

The Audit Committee shall consist of no fewer than three members, all of whom,
in the judgment of the Board of Directors, shall be independent in accordance
with the requirements of the New York Stock Exchange, any other exchange on
which the Company's securities are traded, Section 10A(m)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules and
regulations of the SEC. Each member of the Audit Committee shall, in the
judgment of the Board of Directors, have the ability to read and understand the
Company's financial statements, or acquire such ability within a reasonable
period of time after appointment to the Audit Committee. At least one member of
the Audit Committee shall, in the judgment of the Board of

Directors, be an "audit committee financial expert" in accordance with the rules
and regulations of the SEC and at least one member shall have accounting or
related financial management expertise, as the Board of Directors interprets
such qualification in its business judgment.

Prospective members of the Audit Committee shall be recommended by the
Nominating and Governance Committee of the Board and appointed by the full Board
of Directors. One member shall be designated by the Board as the Chairperson of
the Audit Committee.

Audit Committee members shall not serve simultaneously on the audit committees
of more than two public companies without the approval of the full Board.

IV. MEETINGS

The Audit Committee shall meet as often as it determines is necessary, but not
less frequently than quarterly. The Audit Committee shall meet periodically with
management, the internal auditors and the independent auditor in separate
executive sessions. The Audit Committee may request any officer or employee of
the Company or the Company's outside counsel or independent auditor to attend a
meeting of the Audit Committee or to meet with any members of, or consultants
to, the Audit Committee. Upon the recommendation of the Audit Committee, or if
requested by the Board, the independent auditor shall be requested to attend any
meeting of the full Board to assist in reporting the results of the annual audit
or to answer directors' questions. The Audit Committee shall report regularly to
the full Board with respect to its activities and make recommendations to the
Board as appropriate.

V. AUDIT COMMITTEE AUTHORITY AND RESPONSIBILITIES

In furtherance of its purposes described in Section II above, the Audit
Committee shall have the authority and responsibilities set forth in this
Section V.

INDEPENDENT AUDITOR

The Audit Committee shall have the sole authority to appoint, retain or replace
the independent auditor (subject, if applicable, to shareholder ratification).
The Audit Committee shall be directly responsible for the compensation and
oversight of the work of the independent auditor (including resolution of
disagreements between management and the independent auditor regarding financial
reporting) for the purpose of preparing or issuing an audit report or related
work. The independent auditor shall report directly to the Audit Committee.

The Audit Committee shall pre-approve all auditing services and permitted
non-audit services (including the fees and terms thereof) to be performed for
the Company by the independent auditor, subject to the exceptions for non-audit
services which are approved by the Audit Committee prior to the completion of
the audit. The Audit Committee may

-2-

form and delegate to a subcommittee consisting of one or more members (provided
that such person(s) are independent directors) its authority to grant
pre-approvals of audit and permitted non-audit services, provided that decisions
of such subcommittee to grant pre-approvals shall be presented to the full Audit
Committee at its next scheduled meeting.

OUTSIDE ADVISORS

The Audit Committee shall have the authority, to the extent it deems necessary
or appropriate, to retain outside legal, accounting or other advisors. The
Company shall provide for appropriate funding, as determined by the Audit
Committee, for payment of compensation to the independent auditor for the
purpose of rendering or issuing an audit report or performing other audit,
review or attest services and to any advisors employed by the Audit Committee
and for ordinary administrative expenses of the Audit Committee that are
necessary or appropriate in carrying out its duties.

CHARTER; SELF-EVALUATION

The Audit Committee shall review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the Board for approval. The Audit
Committee shall conduct an annual performance self-evaluation.

OTHER RESPONSIBILITIES

In addition, the Audit Committee, to the extent it deems necessary or
appropriate, shall:

Financial Statement and Disclosure Matters

1. Review and discuss with management and the independent auditor the
Company's annual audited financial statements, including disclosures
made under "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and recommend to the Board
whether the audited financial statements should be included in the
Company's Annual Report on Form 10-K.

2. Review and discuss with management and the independent auditor the
Company's quarterly financial statements prior to the filing of its
Quarterly Reports on Form 10-Q, including the results of the
independent auditor's review of the quarterly financial statements.

3. Discuss with management and the independent auditor (a) significant
issues regarding accounting principles and financial statement
presentations, including any significant changes in the Company's
selection or application of accounting principles, and significant
issues as to the adequacy of the Company's internal controls and any
special audit steps adopted in light of material control
deficiencies; (b) analyses prepared by management and/or the
independent auditor setting forth significant financial reporting
issues and judgments made

-3-

in connection with the preparation of the Company's financial
statements, including analyses of the effects of alternative GAAP
methods on the financial statements; and (c) the effect of
regulatory and accounting initiatives, as well as off-balance sheet
structures, on the financial statements of the Company.

4. Review and discuss quarterly reports from the independent auditor
regarding:

(a) All critical accounting policies and practices to be used;

(b) All alternative treatments within GAAP for policies and
procedures related to material items that have been discussed
with management, including the ramifications of the use of
such alternative disclosures and treatments, and the treatment
preferred by the independent auditor; and

(c) Other material written communications between the independent
auditor and management, such as any management letter or
schedule of unadjusted differences.

5. Discuss with management and the independent auditor, as appropriate,
the Company's earnings press releases, including the use of "pro
forma" or "adjusted" non-GAAP information, as well as financial
information and earnings guidance provided to analysts and rating
agencies. Such discussion may be done generally (consisting of
discussion of the types of information to be disclosed and the type
of presentations to be made).

6. Discuss with the independent auditor matters relating to the conduct
of the audit, including: (a) the scope and results of the audit, (b)
any problems or difficulties that the independent auditor
encountered in the course of the audit work and management's
response thereto, (c) any restrictions on the scope of activities or
access to requested information, (d) any significant disagreements
with management and management's response thereto and (e) any
questions, comments or suggestions the independent auditor may have
relating to the internal controls and accounting practices and
procedures of the Company.

7. Meet with the independent auditor to review and discuss the
responsibilities, budget and staffing of the Company's internal
audit function.

Oversight of the Company's Relationship with the Independent Auditor

1. Review and evaluate the lead partner of the independent auditor
team.

2. Obtain and review:

(a) At least annually, a report by the independent auditor
describing: (i) the independent auditor's internal
quality-control procedures; (ii) any material issues
raised by the most recent internal quality-control
review, or peer review, of the firm, or by any inquiry
or

-4-

investigation by governmental or professional
authorities, within the preceding five years, respecting
one or more independent audits carried out by the firm,
and any steps taken to deal with any such issues; and
(iii) in an effort to assess the auditor's independence,
all relationships between the auditor and the Company;
and

(b) All other reports from the independent auditor,
including comments from the independent auditor on
accounting procedures and systems of control.

3. Evaluate the qualifications, performance and independence of the
independent auditor, including considering whether the auditor's
quality controls are adequate and the provision of permitted
non-audit services is compatible with maintaining the auditor's
independence, and taking into account the opinions of management and
the Company's internal auditors. The Audit Committee shall present
its conclusions with respect to the independent auditor to the full
Board.

4. Ensure the rotation of the lead (or coordinating) audit partner
having primary responsibility for the audit and the audit partner
responsible for reviewing the audit as required by law. Consider
whether, in order to assure continuing auditor independence, it is
appropriate to adopt a policy of rotating the independent auditing
firm on a regular basis.

5. Recommend to the Board policies for the Company's hiring of
employees or former employees of the independent auditor who
participated in any capacity in the audit of the Company.

6. Meet with the independent auditor prior to the audit to discuss the
planning and staffing of the audit.

Oversight of the Company's Internal Audit Function

1. Review the appointment and replacement of the senior internal
auditing executive.

2. Approve an annual audit program along with any changes to the
program that may be required from time to time.

3. Discuss with the internal auditors the overall scope and plans for
their audit, including the adequacy of staffing and any problems or
difficulties the internal auditors may have encountered in
connection with their audit.

4. Oversee the Company's internal audit department and review and
approve its annual budget.

5. Review, at least annually, the scope and results of the internal
audit program, procedures for implementing accepted recommendations
made by the independent

-5-

auditor and any significant matters contained in reports to
management prepared by the internal auditing department and
management's responses thereto.

Compliance Oversight Responsibilities

1. Review with the independent auditor any issues having potential
implications under Section 10A of the Exchange Act or any other
applicable laws, rules or regulations.

2. Review (a) the status of the Company's compliance with laws, rules,
regulations and internal policies and procedures (including, but not
limited to, the Company's Code of Business Conduct and Ethics), and
(b) the scope and status of systems designed to promote Company
compliance with laws, rules, regulations and internal policies and
procedures, through the receipt of reports from management, legal
counsel and third parties as determined by the Audit Committee.

3. Review reports and disclosures of any insider and affiliated party
transactions.

4. Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, and the confidential,
anonymous submission by employees of concerns regarding questionable
accounting or auditing matters.

5. Discuss with management and the independent auditor any
correspondence with regulators or governmental agencies and any
published reports which raise material issues regarding the
Company's financial statements or accounting policies.

6. Discuss with the Company's General Counsel any legal matters that
may have a material impact on the Company's financial statements or
compliance policies.

Duties Related to Risk Management

1. Discuss with management guidelines and policies, and generally
review the processes used, with respect to the Company's risk
assessment and risk management activities, including the Company's
significant enterprise risk exposures and management's responses
thereto.

2. Meet periodically with management to review and discuss the
Company's major financial risk exposures and the steps management
has taken to monitor and control such exposures.

-6-

APPENDIX B

CHARTER
OF
COMPENSATION COMMITTEE

CREATION; STATUS; MEMBERSHIP

The Compensation Committee (the "Committee") is a committee of the Board
of Directors (the "Board") of American Home Mortgage Investment Corp., a
Maryland corporation (the "Company").

The Committee shall consist of three or more directors all of whom, in the
judgment of the Board, shall be independent. In this regard, a person may serve
on the Committee only if the Board determines that he or she: (i) is a
"Non-employee Director" for purposes of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended; (ii) satisfies the requirements of an "outside
director" for purposes of Section 162(m) of the Internal Revenue Code of 1986,
as amended; and (iii) is "independent" in accordance with the listing standards
of the New York Stock Exchange.

The Board shall appoint the members of the Committee, each of whom shall
serve on the Committee until the earlier of such member's (i) removal by the
Board or (ii) death or resignation. The Committee shall have the authority to
delegate any of its responsibilities to subcommittees as the Committee deems
appropriate, provided any such subcommittee is composed entirely of independent
directors as defined under the then-current listing standards of the New York
Stock Exchange. The Board shall designate a member of the Committee to serve as
the Committee's chairperson.

PURPOSE AND RESPONSIBILITIES

The primary purpose of the Committee is to consider and make
recommendations to the Board concerning the compensation of the Company's Chief
Executive Officer (CEO), directors and executive officers.

In addition, the Committee has responsibility for:

(a) reviewing and approving corporate goals and objectives relevant to
CEO compensation, evaluating the CEO's performance in light of those
goals and objectives, and, either as a committee or together with
the other independent directors (as directed by the Board),
determining and approving the CEO's compensation level based on this
evaluation;

(b) making recommendations to the Board with respect to compensation of
executive officers, incentive-compensation plans and equity-based
plans; and

(c) producing a compensation committee report on executive compensation
as required by the Securities and Exchange Commission (the "SEC") to
be included in the Company's annual proxy statement or annual report
on Form 10-K filed with the SEC.

In determining the long-term incentive component of the CEO's
compensation, the Committee shall consider the Company's performance and
relative stockholder return, the value of similar incentive awards to CEOs at
comparable companies and the awards given to the Company's CEO in past years.

In addition, the Committee may, but is not required to:

o establish criteria for membership on the Committee;

o establish a procedure for appointing and/or removing members from
the Committee;

o establish a structure for and the operations of the Committee
(including any authority to delegate to a subcommittee of the
Committee);

o establish a procedure for the Committee's reporting to the Board;

o recommend criteria for granting options and awarding other equity
compensation to the Company's officers and other employees; and

o perform any other activities consistent with this Charter, the
Company's bylaws and governing law as the Committee or the Board
deems appropriate.

MEETINGS AND ACTIONS BY WRITTEN CONSENT

The Committee shall meet as often as its members deem necessary to perform
the Committee's responsibilities or as otherwise required by the Board. Notice
of the Committee's meetings shall be given in the same manner as notice for
special meetings of the Board. A majority of the members of the Committee shall
constitute a quorum for the transaction of business at any meeting of the
Committee. The act of a majority of the Committee members present at a meeting
shall be the act of the Committee. Members of the Committee may participate in a
meeting by means of a conference telephone or similar communications equipment
provided that all persons participating in the meeting can hear each other at
the same time. Participation in a meeting by these means shall constitute
presence in person at the meeting.

The chairperson of the Committee or any two members of the Committee (if
there are at least two members of the Committee at such time) may fix the time
and place of

the Committee's meeting, unless the Board shall otherwise provide. In the
absence of any member of the Committee, the Committee's members who are present
at any meeting of the Committee, whether or not they constitute a quorum, may
appoint another director to act in the place of the Committee member who is not
present at such meeting, provided that the Board determines that such other
director is an independent director in accordance with applicable law, the then
current-standards of the New York Stock Exchange and this Charter.

Any action required or permitted to be taken at any meeting of the
Committee may be taken without a meeting, if a written consent to such action is
signed by each member of the Committee and such written consent is filed with
the minutes of proceedings of the Committee.

REPORTING AND PERFORMANCE EVALUATION

The Committee shall keep minutes of its proceedings and shall report its
minutes to the Board at the next succeeding meeting of the Board. The Committee
shall conduct and prepare in writing an annual performance evaluation of itself
and shall deliver such written performance evaluation to the Board.

COMMITTEE RESOURCES

The Committee shall have the authority to obtain advice and assistance
from internal or external legal, accounting, financial or other advisors.
Without limiting the foregoing, the Committee shall have the authority, to the
extent it deems necessary or appropriate, to retain a compensation consultant to
assist in the evaluation of director, CEO or executive compensation. The
Committee shall have sole authority to retain and terminate any such consulting
firm, including sole authority to approve such consulting firm's fees and terms
of retention and termination. Upon the Committee's request to the Company, the
Company shall promptly pay any fees and costs charged by any such consulting
firm or other advisors employed by the Committee.

COMMITTEE CHARTER

The Committee shall review at least annually the adequacy of this Charter
and recommend to, and for approval by, the Board any modifications, amendments
or other revisions to this Charter that it deems appropriate. This Charter shall
be made available on the Company's website.

APPENDIX C

CHARTER
OF
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

CREATION; STATUS; MEMBERSHIP

The Nominating and Corporate Governance Committee (the "Committee") is a
committee of the Board of Directors (the "Board") of American Home Mortgage
Investment Corp., a Maryland corporation (the "Company").

The Committee shall consist of directors all of whom, in the judgment of
the Board, shall be independent in accordance with the listing standards of the
New York Stock Exchange. The Board shall appoint the members of the Committee,
each of whom shall serve on the Committee until the earlier of such member's (i)
removal by the Board or (ii) death or resignation. The Committee shall have the
authority to delegate any of its responsibilities to subcommittees as the
Committee deems appropriate, provided any such subcommittee is composed entirely
of independent directors as defined under the then-current listing standards of
the New York Stock Exchange. The Board shall designate a member of the Committee
to serve as the Committee's chairperson.

PURPOSE AND RESPONSIBILITIES

The primary purpose of the Committee is to consider and make
recommendations to the Board concerning the appropriate size, functions and
needs of the Board.

In addition, the Committee is responsible for:

(a) identifying individuals qualified to become members of the Board,
consistent with criteria approved by the Board;

(b) recommending to the Board the nominees for the next annual meeting
of stockholders;

(c) developing and recommending to the Board a set of corporate
governance principles applicable to the Company, assessing annually
the adequacy of such principles and recommending to the Board any
changes thereto that the Committee deems appropriate;

(d) overseeing the evaluation of the Board and the Company's management;
and

(e) performing any other activities consistent with this Charter, the
Company's bylaws and applicable law as the Committee or the Board
deems appropriate.

QUALIFICATIONS FOR CANDIDATES

Candidates for director are reviewed in the context of the current
composition of the Board, the operating requirements of the Company and the
long-term interests of the Company's stockholders. In addition, director
nominees are evaluated based on their character, judgment, business experience
and acumen. In conducting its evaluation of director nominees, the Committee
will consider the following factors:

o Candidates should be at least 21 years of age.

o Candidates should be accomplished in their respective fields and
have reputations, both personal and professional, that are
consistent with the image and reputation of the Company.

o Candidates should be ethical individuals of proven judgment and
competence, possessing professional experience and skills that are
complementary to the needs of the Company.

o Candidates should be committed to enhancing stockholder value.

o Candidates should fully understand, or have the capacity to fully
understand, the legal responsibilities of a director and the
governance processes of a public company.

o Candidates should have demonstrated the ability and be willing to
apply sound, objective and independent business judgment, and to
assume broad, fiduciary responsibility.

o Candidates should have, and be willing to devote, sufficient time to
fulfill their obligations to the Company and its stockholders.

o Candidates should not have any prohibitive interlocking
relationships or conflicts of interest.

o Candidates should be able to develop a good working relationship
with other Board members and contribute to the Board's working
relationship with the executive officers of the Company.

RECOMMENDATIONS BY STOCKHOLDERS

Director candidates may be recommended to the Committee by stockholders
who meet the minimum eligibility requirements specified in Rule 14a-8 of the
Securities Exchange Act of 1934, as amended. Stockholders who wish to recommend
candidates to the Committee must submit such recommendations within the
timeframe established in Rule 14a-8 for submitting a stockholder proposal and
must include: (i) evidence in accordance with Rule 14a-8 of compliance with the
stockholder eligibility requirements; (ii) the written consent of the
candidate(s) for nomination as a director; (iii) a resume or other written
statement of the qualifications of the candidate(s) for nomination as a
director; and (iv) all information regarding the candidate(s) and the
stockholder that would be required to be disclosed in a proxy statement

filed with the Securities and Exchange Commission if the candidate(s) were
nominated for election to the Board. The Committee will consider nominating
stockholder-recommended candidates who satisfy certain criteria established by
the Board as well as the minimum qualifications for director candidates set
forth above.

MEETINGS AND ACTIONS BY WRITTEN CONSENT

The chairperson of the Committee or any two members of the Committee (if
there are at least two members of the Committee at such time) may fix the time
and place of its meeting, unless the Board shall otherwise provide. In the
absence of any member of the Committee, the Committee's members who are present
at any meeting of the Committee, whether or not they constitute a quorum, may
appoint another director to act in the place of the Committee member who is not
present at such meeting, provided that the Board determines that such other
director is an independent director in accordance with applicable law, the then
current-standards of the New York Stock Exchange and this Charter.

REPORTING AND PERFORMANCE EVALUATION

COMMITTEE RESOURCES

The Committee shall have the authority to obtain advice and assistance
from internal or external legal, accounting, financial or other advisors. The
Committee shall have sole authority to retain and terminate any search firm
engaged to identify director candidates, including the sole authority to approve
such firm's fees and other terms of retention. Upon the Committee's request to
the Company, the Company shall promptly pay any fees and costs charged by any
such consulting firm or other advisors employed by the Committee.

COMMITTEE CHARTER