AMENDMENT
TO EMPLOYMENT AGREEMENT
THIS
AMENDMENT TO EMPLOYMENT AGREEMENT
(this “Agreement”), is entered into as of the 16th
day of January 2008 by and between
HAROLD F. ZAGUNIS
(the “Executive”) and
REDWOOD TRUST, INC.
, a Maryland Corporation (the “Company”).
WHEREAS,
the Executive and the Company have entered into an Amended and Restated
Employment Agreement dated as of February 22, 2005 (as subsequently amended,
the
“Employment Agreement”); and
WHEREAS,
the Executive and the Company desire to enter into this Agreement for purposes
of amending the Employment Agreement to increase the Base Salary specified
in
the Employment Agreement, effective January 1, 2008;
NOW,
THEREFORE,
for good and valuable consideration, the receipt and adequacy which is hereby
acknowledged, the Executive and the Company hereby agree that Section 3(a)
of
the Employment Agreement is hereby amended to add the following sentence at
the
end of Section 3(a):
Effective
January 1, 2008, the Base Salary shall be $400,000.
IN
WITNESS WHEREOF,
the Company has caused this Agreement to be executed by its duly authorized
officer, and the Executive has executed this Agreement, as of the date first
above written.
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REDWOOD
TRUST, INC.
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By:
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/s/
George E. Bull, III
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Name:
George E. Bull, III
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Title: Chief
Executive Officer
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HAROLD
F. ZAGUNIS
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/s/
Harold F. Zagunis
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