0001033012-15-000088 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 6th, 2015 • Flagstar Bancorp Inc • Savings institution, federally chartered

WHEREAS, Flagstar Bancorp, Inc., a Michigan corporation maintaining offices at 5151 Corporate Drive, Troy, Michigan 48098 (the "Company"), Flagstar Bank, FSB, a federally chartered savings bank maintaining offices at 5151 Corporate Drive, Troy Michigan (the "Bank" and together with the Company, "Flagstar"), and Alessandro DiNello (the "Executive") entered into an Employment Agreement, dated May 16, 2013 (the "Agreement");

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 6th, 2015 • Flagstar Bancorp Inc • Savings institution, federally chartered

WHEREAS, Flagstar Bancorp, Inc., a Michigan corporation maintaining offices at 5151 Corporate Drive, Troy, Michigan 48098 (the "Company"), Flagstar Bank, FSB a federally chartered savings bank and wholly-owned subsidiary of the Company (the "Bank" and, together with the Company, "Flagstar"), and Lee M. Smith (the "Executive") entered into an Employment Agreement, dated May 16, 2013 (the "Agreement"), which was subsequently amended effective March 2, 2015;

FLAGSTAR BANCORP, INC. Executive Long-Term Incentive Program Award Agreement
-Term Incentive Program Award Agreement • November 6th, 2015 • Flagstar Bancorp Inc • Savings institution, federally chartered • Michigan

This Award Agreement (this "Agreement") is made effective October 22, 2015 (the "Grant Date"), by and between Flagstar Bancorp, Inc., a Michigan corporation (the "Company"), and _______________ (the "Executive"). Capitalized terms that are used in this Agreement but not defined herein shall have the meanings given to them in the Plan.

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