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Exhibit 10.2

            , 2013

[NAME]

[ADDRESS]

Dear                     ,

As you know, Newcastle Investment Corp. (“Newcastle”) has distributed all the common stock of New Residential Investment Corp. (“New Residential”) to Newcastle stockholders (the “Distribution”). On the date of the Distribution, you held one or more options to purchase Newcastle common stock on the terms summarized in Exhibit A hereto (each, an “Original Newcastle Option”). Effective as of the Distribution, each Original Newcastle Option was converted into (i) an option (each an “Adjusted Newcastle Option”) to purchase the same number of Newcastle common shares at the per-share exercise price shown on Exhibit A hereto and (ii) an option (each, an “NRZ Option”) to purchase the number of shares of New Residential common stock at the per-share exercise price shown on Exhibit A hereto, in each case on the same terms and conditions otherwise applicable to the Original Newcastle Option.

Accordingly, unless and until New Residential provides you with revised documentation, the terms of your NRZ Option are as set forth in the award agreement evidencing the Original Newcastle Option (the “Award Agreement”) as modified by this letter and the terms, as applicable, of the Newcastle Investment Corp. Nonqualified Stock Option and Incentive Award Plan or the Newcastle Investment Corp. 2012 Nonqualified Stock Option and Incentive Award Plan (collectively the “Plans”), provided that, as applicable, all references to “Newcastle” or “Company” in the Award Agreement and the Plans shall be deemed to be references to New Residential. You will receive a separate letter from Newcastle in regard to your Adjusted Newcastle Option.

Please sign both copies of this letter where indicated below, retain one for your records and return the other to                      to indicate your acknowledgment of and agreement to the terms and conditions contained herein. If you have any questions about this letter, please contact                      at                     .

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Exhibit A

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