Amendment No. 2 to the Agreement and Plan of Merger, dated October 27, 2022, by and among New York Community Bancorp, Inc., 615 Corp. and Flagstar Bancorp, Inc

Amendments.  

Section 1.2 of the Agreement is hereby amended by adding the following proviso at the end of the first sentence of such Section:  “provided that in no event shall the Closing occur prior to November 8, 2022”.

Section 1.5(b) of the Agreement is hereby amended by:

deleting the reference to “and” immediately preceding clause (iii);

inserting a new clause (iv) between the references to “Section 2.2,” and “in each case” as follows: “and (iv) if, as of the Effective Time, the Flagstar Third Quarter Dividend or the Special Dividend has not been paid, with respect to any holder of record of such Old Certificate as of November 7, 2022 (the “Flagstar Dividend Record Date”), payment of (A) the special dividend declared by the Board of Directors of Flagstar on October 27, 2022 in the amount of $2.50 per share of Flagstar Common Stock (the “Special Dividend”) or (B) Flagstar’s regular quarterly dividend with respect to the third quarter of 2022 in an amount of $0.06 per share of Flagstar Common Stock (the “Flagstar Third Quarter Dividend”), as applicable,”; and

adding the following text after the words “extraordinary dividend or distribution” that appears therein:  “(other than the Special Dividend)”.

Section 2.2(a) of the Agreement is hereby amended by:

adding to the end of the second sentence: “; provided that if, as of the Effective Time, the Flagstar Third Quarter Dividend or the Special Dividend has not been paid, the

holders of Flagstar Common Stock as of the Flagstar Dividend Record Date shall retain their right to receive, on the payment date for the Special Dividend or the Flagstar Third Quarter Dividend, as applicable, payment of the Special Dividend or the Flagstar Third Quarter Dividend, as applicable.”; and

adding to the end of the last sentence: “provided that if, as of the Effective Time, the Flagstar Third Quarter Dividend or the Special Dividend has not been paid, the holders of Flagstar Common Stock as of the Flagstar Dividend Record Date shall be entitled to receive, on the payment date for the Special Dividend or Flagstar Third Quarter Dividend, as applicable, payment of the Special Dividend or Flagstar Third Quarter Dividend, as applicable, with respect to the Old Certificates held by such holders as of the Flagstar Dividend Record Date”.

Section 6.10 of the Agreement is hereby amended by adding the following text at the end of such Section:  “Notwithstanding anything to the contrary set forth herein and in lieu of the foregoing after the date of Amendment No. 2 hereto, (i) with respect to NYCB’s regular quarterly dividend with respect to the third quarter of 2022, NYCB shall take all actions necessary to declare such dividend in an amount of $0.17 per share of NYCB Common Stock and with a record date of November 7, 2022, (ii) with respect to the Special Dividend, Flagstar shall take all actions necessary to declare such Special Dividend in an amount of $2.50 per share of Flagstar Common Stock and with a record date of the Flagstar Dividend Record Date and a payment date of November 17, 2022, (iii) with respect to the Flagstar Third Quarter Dividend, Flagstar shall take all actions necessary to declare the Flagstar Third Quarter Dividend in an amount of $0.06 per share of Flagstar Common Stock and with a record date of the Flagstar Dividend Record Date and a payment date of November 17, 2022, (iv) if, as of the Effective Time, the Flagstar Third Quarter Dividend or the Special Dividend has not been paid, NYCB hereby acknowledges and agrees to pay the Flagstar Third Quarter Dividend or the Special Dividend, as applicable, on the relevant payment date, to each (1) holder of record of Flagstar Common Stock as of the Flagstar Dividend Record Date and (2) person that is entitled to receive the Flagstar Third Quarter Dividend or Special Dividend, as applicable, in accordance with the following clause (v) ((1) and (2), a “Flagstar Record Holder”) and (v) holders of Flagstar Equity Awards that have been issued under the Flagstar Stock Plans, including restricted stock units and performance stock units (with the number of performance stock units granted in 2020 measured at 150% of the target level of performance, and the number of performance stock units granted in 2021 and later measured at the target level of performance), whether vested or unvested, that are outstanding as of the Flagstar Dividend Record Date, shall be entitled to receive the Flagstar Third Quarter Dividend and the Special Dividend in accordance with the Flagstar Stock Plans.”  

NYCB has consented to the declaration and payment of the Special Dividend under Sections 5.1 and 5.2 of the Agreement.

Flagstar represents and warrants to NYCB that it has received a written non-objection from the Federal Reserve Bank of Chicago to declare the Special Dividend.

For the avoidance of doubt, (i) holders of Flagstar Common Stock shall have no right or interest in or to the dividend declared on NYCB Common Stock with the record date of November 7, 2022 and (ii) each Flagstar Record Holder shall be entitled to receive both the Special Dividend and the Flagstar Third Quarter Dividend.

Section 8.1(c) set forth in the Agreement is hereby amended and restated as follows:

Miscellaneous.