REDWOOD TRUST, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
The Board of Directors of Redwood Trust, Inc. a corporation, ("Company") has adopted this Executive
Deferred Compensation Plan ("Plan") effective June 1, 2002.
The primary purpose of the Plan is to provide the opportunity to defer compensation to a select group of
management, highly compensated employees and independent directors. The plan is intended to be a top-hat plan
Section 201(2) of the "ERISA".
2. DEFINITIONS AND CAPITALIZED TERMS
The capitalized terms, set forth in alphabetical order defined below, are used throughout the Plan.
(a) "Annual Base Salary" refers to the term defined in Section 5.2(a)
(b) "Annual Bonus" refers to the term defined in Section 5.2(b).
(c) "Beneficiary" refers to the term defined in Section 8.5.
(d) "Board" or "Board of Directors" refers to the Board of Directors of the Company.
(e) "Cash DERs" refers to DERs payable in cash.
(f) "Change of Control" refers to the occurrence of any of the following:
(1) any "person," as such term is used in Sections 13(d) and 14(d) of the Act (other than the Company; any
trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company
owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their
ownership of Stock of the Company) becomes after the Effective Date the "beneficial owner" (as defined in Rule
13d-3 under the Act), directly or indirectly, of securities of the Company (not including in the securities
beneficially owned by such person any securities acquired directly from the Company or its affiliates or in one or
more transactions approved or consented to by the Board) representing 25% or more of the combined voting
power of the Company's then outstanding securities; or
(2) during any period of two consecutive years (not including any period prior to the Effective Date), individuals
who at the beginning of suc