0001033012-13-000023 Sample Contracts

February 28, 2013
Employment Agreement • April 30th, 2013 • Flagstar Bancorp Inc • Savings institution, federally chartered

As you are aware, Flagstar Bank, FSB (the “Bank”), a wholly owned subsidiary of Flagstar Bancorp, Inc. (the “Company”), has entered into the following agreements: (1) the Transaction Purchase and Sale Agreement, dated as of December 31, 2012, between the Bank and CIT Finance LLC (the “CIT Agreement”) and (2) the Asset and Portfolio Purchase and Sale Agreement, dated February 5, 2013, between the Bank and Customers Bank (the “Customers Agreement”). The closings under the CIT Agreement and Customers Agreement require in many cases that the Bank obtain consents from borrowers, agents or swap counterparties. In addition, the closing under the Customers Agreement requires the receipt of the consent of the lessor of the Bank's Providence, Rhode Island office (the “Providence Office Consent”). The Bank would like to provide an incentive for you to remain employed by the Bank through April 30, 2013, so you may assist with supervising the process of obtaining the consents under the CIT Agreemen

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2013 • Flagstar Bancorp Inc • Savings institution, federally chartered

This Amendment (the "Amendment") to that certain Employment Agreement by and between Flagstar Bancorp, Inc. and Salvatore J. Rinaldi entered into as of October 16, 2009 (the "Agreement") is entered into as of the 21th day of February, 2013, by and between Flagstar Bankcorp, Inc. (hereinafter referred to as the "Company") and Salvatore J. Rinaldi (the "Executive").

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