Form of Trust Agreement

Exhibit 10.2

WALKER & DUNLOP, INC.

DEFERRED COMPENSATION PLAN

RABBI TRUST DOCUMENT

This Trust Agreement (the “Trust Agreement”) made this           day of Select Month, Select Year (the “Effective Date”), by and between Walker & Dunlop, Inc. (hereinafter referred to as the “Company” or “Customer”), a Maryland corporation, and Matrix Trust Company, a Colorado corporation and non-depository trust company, as trustee (hereinafter referred to as “Trustee” or “Matrix Trust”);

WHEREAS, Company has adopted the nonqualified deferred compensation plan(s) (hereinafter referred to as the “Plan”) as listed in Appendix A;

WHEREAS, Company has incurred or expects to incur liability under the terms of such Plan with respect to the individuals participating in such Plan;

WHEREAS, Company wishes to establish a trust (hereinafter called "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of Company's creditors in the event of Company's Insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan;

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended;

WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan;

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Section 1.

Establishment of Trust

Matrix Walker Dunlop Rabbi Trust Agreement

Section 2.

Payments to Plan Participants and Their Beneficiaries; Plan Expenses

Section 3.

Trustee Responsibility Regarding Payments to Trust Beneficiary When Company is Insolvent.

Matrix Walker Dunlop Rabbi Trust Agreement

Section 4.

Payments to Company.

Except as provided in Section 3 hereof, Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all payments of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan; provided, however, that in the event the Trust holds Excess Assets, Company, at its option, may direct Trustee in writing to return to Company, or to divert to others, any of the Excess Assets of the Trust. For this purpose, “Excess Assets” means the assets of the Trust that exceed one hundred twenty-five percent (125%) of the sum of all Plan liabilities. Trustee is authorized, at the expense of the Trust or the Company, to obtain written documentation of the amount of such Excess Assets from an independent third party. Notwithstanding the foregoing, Company may request reimbursement from the Trust for any amounts paid directly to Plan participants pursuant to Section 2(c) hereof or for any amounts paid by Company for Plan expenses by providing a certification of the amounts paid and satisfactory evidence of such payments to Trustee, and Trustee may rely on such certification and evidence and shall have no obligation for otherwise verifying payment.

Section 5.

Investment Authority.

Matrix Walker Dunlop Rabbi Trust Agreement

Section 6.

Disposition of Income

During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

Section 7.

Accounting by Trustee

Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Company and Trustee. Within sixty (60) days following the close of each calendar year and within sixty (60) days after the removal or resignation of Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. Such account statements shall be mailed to Company or, if the Company agrees, delivered via e-mail or other electronic means. Notwithstanding anything in this Section 7 to the contrary, Trustee shall be entitled to rely on the records maintained by any recordkeeper appointed by Company for the maintenance and provision of all records specified in this Section 7. The current recordkeeper appointed by Company for the Plan is Prudential Retirement Insurance and Annuity Company (“Prudential”). Prudential and each such other entity subsequently appointed by Company as recordkeeper for the Plan are hereafter collectively referred to as “Recordkeeper.”

Section 8.

Responsibility of Trustee.

Matrix Walker Dunlop Rabbi Trust Agreement

Matrix Walker Dunlop Rabbi Trust Agreement

Section 9.

Compensation and Expenses of Trustee.

Section 10.

Resignation and Removal of Trustee.

Section 11.

Appointment of Successor.

If Trustee resigns or is removed in accordance with Section 10(a) or (b) hereof, Company may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by Company or the successor Trustee to evidence the transfer.

Matrix Walker Dunlop Rabbi Trust Agreement

Section 12.

Amendment or Termination.

Section 13.

Miscellaneous.

Matrix Walker Dunlop Rabbi Trust Agreement

Section 14.

Confidentiality.

Matrix Walker Dunlop Rabbi Trust Agreement

In addition, each employee of the Receiver shall be free to use for any purpose, upon completion of the services rendered under this Agreement, any general knowledge, skill or expertise that (i) is acquired by such employee in performance of those services, (ii) remains part of the general knowledge of such employee after access to the tangible embodiment of the Provider’s Information, (iii) does not contain or include any such Information, and (iv) is not otherwise specific to the Provider.

Section 15.

Effective Date.

The Effective Date of this Trust Agreement shall be as set forth above.

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Matrix Walker Dunlop Rabbi Trust Agreement

IN WITNESS WHEREOF, the Company and the Trustee have caused this Trust Agreement to be executed by their respective duly authorized officers, all as of the day and year first above written.

Matrix Walker Dunlop Rabbi Trust Agreement

APPENDIX A

LIST OF PLAN(S)

Insert name of plan(s) - to be completed by Company