Lee Matthew Smith - 31 Dec 2021 Form 4 Insider Report for FLAGSTAR BANCORP INC

Footnote F1

The reporting person acquired these shares upon the settlement of certain Performance Share Units of the issuer.

Footnote F2

These shares were surrendered to satisfy tax withholding obligations resulting from the settlement of certain Performance Share Units of issuer.

Footnote F3

These shares were surrendered to the issuer to cover the tax obligations on shares for which restrictions have lapsed.

Footnote F4

Each restricted stock unit represents a contingent right to receive one share of Flagstar Bancorp, Inc. Common Stock.

Footnote F5

50 percent of these Restricted Stock Units will vest if, for ninety consecutive days, the volume-weighted average price per share of Flagstar Bancorp common stock is $44.00 or more (the "Performance Hurdle"). The Performance Hurdle must be achieved within ten years of the grant date. The vested RSUs will pay out on the fourth anniversary of the grant date. The remaining 50 percent is subject to annual quality review results. If quality review results are attained the shares will vest on the fourth anniversary of the grant date. Vesting, payout and other adjustments for certain triggering events are more fully described in the Form 8-K to be filed by Issuer on March 23, 2018.

Footnote F6

50 percent of these Restricted Stock Units will vest if, for ninety consecutive days, the volume-weighted average price per share of Flagstar Bancorp common stock is $40.00 or more (the "Performance Hurdle"). The Performance Hurdle must be achieved within ten years of the grant date. The vested RSUs will pay out on the fourth anniversary of the grant date. The remaining 50 percent is subject to annual quality review results. If quality review results are attained the shares will vest on the fourth anniversary of the grant date. Vesting, payout and other adjustable triggering events are more fully described in the Form 8-K to be filed by Issuer on March 23, 2018.