3000 Bayport Drive, Suite 1100, Tampa, Florida 33607 ###-###-#### www.walterinvestment.com

October 16, 2013

Mr. Jonathan F. Pedersen
16 Shek O
Hong Kong

Dear Jon:

We are pleased to offer you the position of Chief Legal Officer/General Counsel and Secretary at Waiter Investment Management Corp. (“Walter” or the “Company”). We believe that you have the potential to add significant value to the Walter business and look forward to your joining the team. The purpose of this letter agreement (this “Agreement”) is to outline the terms of your employment with the Company. This offer is contingent upon the satisfactory completion of background, reference and credit checks, and a drug test, which Walter acknowledges has been completed as of the date of execution.

Your base salary will be $430,000 per year which shall be subject to annual review and potential increase (but not decrease) by the Board of Directors and paid in accordance with the regular payroll practices of the Company, as they may

change from time to time. Your base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.”

Company, or a change in the ownership of a substantial portion of the assets of the Company, in each case, within the meaning of Treas. Reg. Section 1.409A-3(i)(5) and (y) “Disability” shall mean your inability or failure to perform your duties hereunder for a period of ninety (90) consecutive days or a total of one hundred twenty (120) days during any twelve (12) month period due to any physical or mental illness or impairment, or a determination by a medical doctor chosen by the Company to the effect that you are substantially unable to perform your duties hereunder due to any physical or mental illness or impairment. The RSUs shall be subject to such other terms and conditions as may be established by the Company’s Compensation Committee and shall be awarded under and subject to the terms and conditions of the Company’s 2011 Omnibus Incentive Plan.

You will be eligible to participate in the Company’s Management Incentive Plan, as it may be amended from time to time (the “MIP”) and you will be eligible to earn an annual target bonus under the MIP of 150% of your Base Salary or $645,000 at your current Base Salary, with the potential to increase your bonus to a maximum of 200% of your Base Salary or $860,000 at your current Base Salary in accordance with the terms of the MIP; provided, however, that the actual amount of your bonus will be dependent upon the achievement of annual financial and other goals consistent with those established for other members of executive management, as well as the accomplishment of individual objectives, established annually no later than the end of the second quarter of the Company’s fiscal year and communicated to you in writing (the actual bonus awarded to you in any given year, which may be greater or less than your target bonus, and may be zero if minimum thresholds are not met, is referred to herein as your “Annual Bonus” for that year (the “Bonus Year”). Unless otherwise expressly provided for herein, in order to be eligible to receive an Annual Bonus you must be employed by the Company at the time the bonus is paid. The bonus for any Bonus Year will be payable to you in accordance with the terms of the MIP at the same time as other senior executives of the Company are paid, after the Company closes its books for the Bonus Year. Notwithstanding anything to the contrary in the MIP, provided that you are employed by the Company at the time your Annual Bonus in respect of the 2013 calendar year is paid, such bonus will be pro-rated based on the percentage of the 2013 calendar year that will have elapsed from your Start Date through December 31, 2013. For calendar year 2014, notwithstanding anything to the contrary in the MIP, provided that you are employed by the Company at the time the bonus is paid, you will be guaranteed an Annual Bonus in cash of 150% of your Base Salary or $645,000 at your current Base Salary, payable under the terms and conditions of the 2014 MIP (the “2014 Guaranteed Bonus”). Notwithstanding anything herein to the contrary, with respect to any Annual Bonus to be paid, such bonus shall be paid in accordance with the Company’s

annual 162(m) bonus plan and to the extent required, shall be structured to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) as performance based compensation thereunder; provided however, any portion of the Annual Bonus not deductible by the Company, shall be deferred until it can be paid by the Company on a tax deductible basis.

You will be entitled to participate in the Company’s long-term incentive plan(s) as in effect from time to time, beginning with the 2014 Company award cycle, and, subject to your continued employment through and including the grant date, will receive a grant under the plan(s) with a minimum economic value of $500,000 on the date of the award. The components (including the equity vehicle) and terms of any award, and the methodology for determining the economic value for such awards shall be as provided in the plan(s) or otherwise as determined by the Company’s Compensation Committee in its discretion and provided to you in a grant document memorializing such terms.

Any equity award agreement will provide that in the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as a merger, consolidation, separation or otherwise, the number and class of any equity you may have received, shall be equitably adjusted by the Compensation Committee, in its sole discretion, to prevent dilution or enlargement of rights.

It is agreed and understood that in order to perform the functions of your position you will be required to relocate to the Tampa, Florida area. Such relocation is reasonably expected to occur no later than 180 days following the Start Date. You will be provided with relocation assistance for your move to the Tampa area, up to a maximum reimbursement amount of $250,000, for reasonable rent (to the extent applicable) and reasonable relocation expenses, including the cost of packing, insuring and transporting normal household goods using a carrier acceptable to Walter, customary closing costs associated with the purchase of a new home and for broker fees on your current residence up to 6%, if you sell/list your home during the first 12 months of the Start Date; provided, however, that any such expense reimbursement will be made no later than the last day of the calendar year following the calendar year in which you incur the expense, will not affect the expenses eligible for reimbursement in any other calendar year, and cannot be liquidated or exchanged for any other benefit. Should you voluntarily terminate your employment (other than as a result of Constructive Termination) or if your employment is terminated by the Company for Cause, in each case, within two years of your Start Date, you will be required to repay your relocation assistance at a pro-rated amount, pro-rated, in the same manner as the Sign-On Bonus, within thirty (30) days of the termination date.

activities, so long as such activities do not conflict or interfere with the performance of your responsibilities hereunder.

Separately, and, in addition to the Accrued Obligations and any vesting of equity-based awards as expressly provided for herein, in the event that your employment(x) is terminated by the Company without Cause, (y) is terminated by you as a result of Constructive Termination, or (z) terminates due to Disability or death (clauses (x) —(z), each, a “Good Leaver Termination”), in each case, the Company will continue to pay (i) your Base Salary as in effect on the termination date for a period of eighteen (18) months, payable in accordance with the Company’s normal payroll practices, as they may change from time to time, (ii) your Annual Bonus (which shall be in an amount that is consistent with other Company executives of your level) for a period of eighteen (18) months, payable at the same time Annual Bonuses would otherwise be payable had you remained employed during such period, (iii) any earned but unpaid Annual Bonus for any year preceding the year in which the date of termination occurs and a pro-rated Annual Bonus for the year of termination, in each case, payable in accordance with the terms of the MIP, and (iv) the Company’s contribution towards your health, dental and vision benefits for a period of eighteen (18) months. In the event such termination occurs prior to the date on which payment of the 2014 Guaranteed Bonus would have been paid had your employment not terminated, the bonus calculation under this paragraph with regard to the payment of any bonus calculated using the 2014 calendar year shall be no less than $645,000 and that part of the bonus shall be paid in cash. For the sake of clarity, should

your employment terminate pursuant to clause (x), (y) or (z) above on June 30 of any given year, you will be paid the pro-rated Annual Bonus for the year in which your employment terminated, plus, the balance of the Annual Bonus for the remainder of the year in which your employment terminated (i.e., the Annual Bonus for the first six months of your 18 month severance period) plus the full Annual Bonus for the following year (the Annual Bonus for the remaining 12 months of the 18 month severance period).

Payment of the foregoing severance payments and benefits is subject to (a) your execution, delivery and non-revocation of a release, including a release of any claims against the Company and its subsidiaries, substantially in the form attached hereto as Appendix 1 within thirty (30) days following the termination of your employment, (b) your compliance with the provisions of Sections 8 and 9 of this Agreement, and (c) your resignation, effective as of the date of your termination of employment, as an officer and/or director of the Company or any of its subsidiaries or affiliates. In order to be entitled to the foregoing in the event of Constructive Termination, you must provide written notice, including details describing the basis of your claim, to the Company within 60 days of the occurrence of the event(s) giving rise to a claim of Constructive Termination, and the Company will have 30 days to remedy any non-compliance. In the event the Company fails or is unable to remedy any non-compliance, the effective date of your termination of employment shall be 90 days from the date the Company received notice, unless otherwise agreed in writing by you and the Company. Should you fail to provide the foregoing notice, you will thereafter be barred from receiving treatment under the Constructive Termination definition based upon the events giving rise to the claim.

Any grants of equity that you receive subsequent to the date of this Agreement and the disposition of such awards shall be subject to the terms and conditions of the plan or program under which the awards are granted; provided; however, that, to the extent not inconsistent with such plan or program, any such awards will provide that, in the event of a Good Leaver Termination, all such outstanding unvested awards shall immediately vest.

For purposes of this Agreement, “Cause” shall mean (A) conviction of, or plea of guilty or nolo contendere to, a felony arising from any act of fraud, embezzlement or willful dishonesty in relation to the business or affairs of the Company, (B) conviction of, or plea of guilty or nolo contendere to, any other felony which is materially injurious to the Company or its reputation or which compromises your ability to perform your job function, and/or act as a representative of the Company, or (C) a willful failure to attempt to substantially perform your duties (other than any such failure resulting from your Disability), after a written demand for substantial performance is delivered to you that specifically identifies the manner in which the Company believes that you have not attempted to substantially perform such duties, and you have failed to remedy the situation, to the extent possible, within fifteen (15) business days of such written notice from the Company or such longer time as may be reasonably required to remedy the situation, but no longer than forty-five (45) calendar days. For purposes of this definition, no act or failure to act on your part shall be considered to be Cause if done, or omitted to be done, by you in good faith and with the reasonable belief that the action or omission

was in the best interests of, or were not, in fact, materially detrimental to the Company or a Company subsidiary.

For purposes of this Agreement, “Constructive Termination” shall mean, without your written consent: (A) a material failure of the Company to comply with the provisions of this Agreement; (B) a material diminution of your position (including status, offices, title and reporting relationships), duties or responsibilities or pay; (C) any purported termination of your employment other than for Cause; or (D) if you are required to relocate more than 50 miles from the Company’s Tampa, Florida location; provided however, that any isolated, insubstantial or inadvertent change, condition, failure or breach described under clauses (A) — (D) above which is not taken in bad faith and is remedied by the Company promptly after the Company’s actual receipt of notice from you as provided in this Section 7 shall not constitute Constructive Termination. For purposes of this Agreement, a material diminution in pay shall not be deemed to have occurred if the amount of your bonus fluctuates due to (i) a failure of the Company to meet financial targets or performance considerations under the MP or other Company incentive plan applicable to you and in effect from time to time or (ii) you experience a reduction in salary that is relatively comparable to reductions imposed upon all senior executives of the Company. To be entitled to severance benefits on the basis of Constructive Termination, the event causing Constructive Termination must not be implemented for the purpose of avoiding the restrictions of Section 409A of the Code.

Notwithstanding anything herein or in any agreement you may enter into subsequent to the date of this Agreement to the contrary, in connection with any termination of employment by you due to “retirement”, you shall be treated generally in the same manner as any other senior executive of the Company who reports directly to the Chief Executive Officer who retires within six (6) months prior to or six (6) months following, in each case, the date of your termination due to “retirement”, as it relates to the definition of “retirement” and treatment of compensation, equity-based awards and benefits other than in the case of any special, unique or one-time “retirement” treatment for a senior executive of the Company as may be approved by the Company’s Compensation Committee in its sole and absolute discretion.

For purposes of this Agreement, “Competitor shall mean any business or division or unit of any business which provides, in whole or in part, in the United States of America, servicing for and/or the origination of mortgages and/or reverse mortgages.

Company terminates for any reason, you agree not to disclose any Company trade secrets or confidential information you acquired while an employee of the Company to any other person or entity, including without limitation, a subsequent employer, or use such information in any manner; provided, however, that any information which enters the public domain other than by breach of this Agreement shall not be considered confidential and provided, further, that nothing in this section shall prevent either party from testifying or responding truthfully to any request for discovery or testimony in any judicial or quasi-judicial proceeding or any government inquiry, investigation or other proceeding.

defined in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder. Notwithstanding the above, the Company hereby retains discretion to make determinations regarding the identification of “specified employees” and to take any necessary corporate action in connection with such determination. To the extent any reimbursements or in-kind benefits due to you under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to you in a manner consistent with Treasury Regulation Section 1.409A-3(i)(1)(iv). For purposes of Section 409A of the Code, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code.

If the terms contained within this Agreement are acceptable, please sign one of the enclosed copies and return it to me in the envelope provided and retain one copy for your records.

Very truly yours,

Walter Investment Management Corp.

By:    Mark O’Brien

Its:    Chairman and Chief Executive Officer

I have read the foregoing, have been advised to consult with counsel of my choice concerning the same, and I fully understand the same. I approve and accept the terms set forth above as governing my employment relationship with the Company subject to the satisfactory completion of background, reference and credit checks, and a drug test.

Signature _________________________________________     Date _______________

If the terms contained within this Agreement are acceptable, please sign one of the enclosed copies and return it to me in the envelope provided and retain one copy for your records.

Very truly yours,

Walter Investment Management Corp.

By:    Mark O’Brien

Its:    Chairman and Chief Executive Officer

I have read the foregoing, have been advised to consult with counsel of my choice concerning the same, and I fully understand the same. I approve and accept the terms set forth above as governing my employment relationship with the Company subject to the satisfactory completion of background, reference and credit checks, and a drug test.

Signature _/s/ Jonathan F. Pedersen_________________________     Date _October 16, 2013__

2.    In consideration for the promises and covenants set forth in the Employment Contract and this Release, including, specifically but without limitation, the general release set forth in paragraph 3 below, Employee will be paid in accordance with Section 7 of the Employment Contract. Payments to Employee will be made at such times as are set forth in the Employment Contract.

3.    Employee agrees, on behalf of himself, and his heirs, executors, administrators, successors in interest and assigns that, except as specifically provided herein, Employee will not file, or cause to be filed, any charges, lawsuits, or other actions of any kind in any forum against Employer and/or its officers, directors, employees, agents, successors and assigns and does hereby further release and discharge Employer and all of its affiliated or related entities, and each of their respective parents, successors, officers, directors, employees, agents, successors and assigns (the “Released Parties”) from any and all claims, causes of action, rights, demands, and obligations of whatever nature kind or character which you may have, known or unknown, against them (including those seeking equitable relief) alleging, without limitation, breach of contract or any tort, legal actions under Title VII of the Civil Rights Act of 1964, as amended, Section 1981 of the Civil Rights Act of 1966, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Fair Labor Standards Act of 1938, as amended, the Age Discrimination in Employment Act of 1967, as amended, (the “ADEA”) (except to the extent claims under the ADEA arise after the date on which this Release is signed by Employee), the Older Workers’ Benefit Protection Act, as amended, the Americans with Disability Act, the Civil Rights Act of 1991, or any state, Federal, or local law or any tort, contract, and quasi-contract or other common law claim or cause of action concerning age, race, religion, national origin, handicap, or any other form of discrimination, or otherwise relating in any way to, Employee’s employment with the Company or Employee’s separation from the Company or the Company (in its capacities as Employee’s former employer or otherwise) or the other Released Parties, including any and all future claims, except claims arising in connection with rights and obligations under this Release or as

specifically provided in paragraph 4 or 8 below. Employee further agrees to waive and release any claim for damages occurring at any time after the date of this Release because of any alleged continuing effect of any alleged acts or omissions involving Employee and/or Employer which occurred on or before the date of this Release.

4.    Notwithstanding anything contained in this Release to the contrary, the general release set forth in paragraph 3 shall not apply to any claims under any equity, option or other Employer incentive plan or award, which shall be governed by the terms and conditions of such plan(s) or award. Furthermore, claims to enforce the severance or surviving portions of the Employment Contract and any rights to indemnification are expressly not released.

5.    Employee represents that he has not filed any charges, including, but not limited to, charges against the Company with the Equal Employment Opportunity Commission (“EEOC”), suits, claims or complaints against the Company or a Released Party. This Release forever bars all actions, claims and suits which arose or might arise in the future from any occurrences arising prior to the date of this Release and authorizes any court or administrative agency to dismiss any claim filed by Employee with prejudice. If any administrative agency files any charge, claim or suit on Employee’s behalf, Employee agrees to waive all rights to recovery of any equitable or monetary relief and attorneys’ fees.

6.    Except as required by law, and unless and until this Release is disclosed by the Company or any of its affiliates as may be required by law, the parties to this Release agree that the existence and terms of this Release will remain confidential; provided that Employee may reveal the terms of the Release to Employee’s legal, tax and financial advisors, and immediate family, in deciding whether to execute this Release, so long as Employee advises each such person that they must keep its terms confidential on the same basis as is required of Employee.

7.    This Release shall not in any way be construed as an admission by Employer or Employee that they have acted wrongfully with respect to each other or that one party has any rights whatsoever against the other or the other Released Parties.

8.    Employee and Employer specifically acknowledge the following: