0000950149-05-000686 Sample Contracts

FORM OF AMENDMENT TO [AMENDED AND RESTATED] EMPLOYMENT AGREEMENT
Employment Agreement • November 17th, 2005 • Redwood Trust Inc • Real estate investment trusts

This Amendment (the “Amendment”) is made as of November ___, 2005 by Redwood Trust, Inc., a Maryland corporation (the “Company”), and the undersigned officer of the Company (the “Executive”).

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AMENDMENT TO EMPLOYEE NON-QUALIFIED STOCK OPTION GRANT
Employee Non-Qualified Stock Option Grant • November 17th, 2005 • Redwood Trust Inc • Real estate investment trusts

This Amendment (the “Amendment”) is made as of November 16, 2005 by Redwood Trust, Inc., a Maryland corporation (the “Company”), and the undersigned officer of the Company (the “Executive”).

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