0001193125-05-135762 Sample Contracts

NEW CENTURY FINANCIAL CORPORATION
Dividend Equivalent Rights Award Agreement • June 30th, 2005 • New Century Financial Corp • Real estate investment trusts • Maryland

THIS DIVIDEND EQUIVALENT RIGHTS AWARD AGREEMENT (this “Award Agreement”) is dated as of June 24, 2005 (the “Award Date”) by and between New Century Financial Corporation, a Maryland corporation (the “Corporation”), and Patrick J. Flanagan (the “Participant”).

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NEW CENTURY FINANCIAL CORPORATION PERFORMANCE-ACCELERATED RESTRICTED STOCK AWARD AGREEMENT
Performance Accelerated Restricted Stock Award Agreement • June 30th, 2005 • New Century Financial Corp • Real estate investment trusts • Maryland

THIS PERFORMANCE-ACCELERATED RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is dated as of June 24, 2005 (the “Award Date”) by and between New Century Financial Corporation, a Maryland corporation (the “Corporation”), and Patrick J. Flanagan (the “Participant”).

SECOND AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT
Master Loan and Security Agreement • June 30th, 2005 • New Century Financial Corp • Real estate investment trusts • New York

SECOND AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT, dated as of June 27, 2005, among NC Capital Corporation, a California corporation (the “Borrower”), New Century Mortgage Corporation, a California Corporation (the “Servicer”), New Century Financial Corporation, a Maryland corporation (the “Guarantor”) and Citigroup Global Markets Realty Corp. (as successor to Salomon Brothers Realty Corp.), a New York corporation (the “Lender”).

NEW CENTURY FINANCIAL CORPORATION PERFORMANCE-BASED AWARD AGREEMENT 6-Month Period Ending December 31, 2005
Performance-Based Award Agreement • June 30th, 2005 • New Century Financial Corp • Real estate investment trusts • Maryland

THIS PERFORMANCE-BASED AWARD AGREEMENT (this “Agreement”) is dated as of June 24, 2005 (the “Award Date”), by and between NEW CENTURY FINANCIAL CORPORATION, a Maryland corporation (the “Corporation”), and Patrick J. Flanagan (the “Participant”).

AGREEMENT
Restricted Stock Purchase Agreement • June 30th, 2005 • New Century Financial Corp • Real estate investment trusts • Maryland

This Agreement is entered into by and between New Century Financial Corporation, a Maryland corporation (the “Company”), and Patrick J. Flanagan (the “Executive”) on this 24th day of June, 2005 (the “Effective Date”).

NEW CENTURY FINANCIAL LETTERHEAD]
Employment Agreement • June 30th, 2005 • New Century Financial Corp • Real estate investment trusts • California

Reference is made to that certain Employment Agreement between you and New Century Financial Corporation (the “Company”), dated as of January 1, 2004, as previously amended (your “Employment Agreement”). The purpose of this letter agreement is to confirm certain amendments to your Employment Agreement and to grant you an additional cash incentive bonus upon the terms set forth below.

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