EXHIBIT 10.1

SECOND AMENDMENT TO

REDWOOD TRUST, INC. AMENDED AND RESTATED

EXECUTIVE DEFERRED COMPENSATION PLAN

THIS SECOND AMENDMENT (this “Second Amendment”) to the Redwood Trust, Inc. Amended and Restated Executive Deferred Compensation Plan, as amended (the “Plan”), is made and adopted by the Board of Directors (the “Board”) of Redwood Trust, Inc., a corporation (the “Company”), effective as of November 6th, 2018 (the “Effective Date”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan.

RECITALS

WHEREAS, the Company maintains the Plan;

WHEREAS, pursuant to Section 16(a) of the Plan, the Board has the authority to modify or amend the Plan at any time, subject to certain limitations as set forth in Section 16(a) of the Plan;

WHEREAS, the Board believes it is in the best interests of the Company and its stockholders to amend the Plan to increase the limit on the number of shares of the Company’s common stock that may be issued to Directors (as defined in the Plan) pursuant to the Directors’ deferral of cash compensation under the Plan, as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, effective as of the Effective Date:

AMENDMENT

   

	1.	Section 6.5 of the Plan is hereby amended and restated as follows:

“6.5     Shares Issuable Pursuant to Director Stock Equivalent Subaccounts. The aggregate number of shares of common stock of the Company which may be issued in respect of Director Stock Equivalent Subaccounts under the Plan (including any DERs or other dividends payable in respect of such Director Stock Equivalent Subaccounts) shall be three hundred thousand (300,000) shares. Any shares distributed pursuant to Director Stock Equivalent Subaccounts under the Plan may consist, in whole or in part, of authorized and unissued common stock, treasury common stock or common stock purchased on the open market.”

 

	2.	This Second Amendment shall be and is hereby incorporated into and forms a part of the Plan.

	3.	Except as expressly provided in this Second Amendment, all terms and conditions of the Plan shall remain in full force and effect.

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EXHIBIT 10.1

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I hereby certify that the foregoing Second Amendment was duly adopted by the Board of Directors of Redwood Trust, Inc. on November 6th, 2018.

Executed on this 7th day of November, 2018.

 

By:		/s/ ANDREW P. STONE
		Name:		Andrew P. Stone

		Title:		Executive Vice President, General Counsel & Secretary