AMENDMENT NO. TO THE RESTRICTED STOCK AWARD AGREEMENT
BETWEEN DOUGLAS R. LEBDA AND TREE.COM, INC.
This Amendment No. to that certain Restricted Stock Award Agreement, dated as of [DATE] (the
“Agreement”) between Douglas R. Lebda (“Employee”) and Tree.com (the “Company”) is effective as of
[DATE], unless otherwise indicated. All capitalized terms used herein without definition shall have the meanings
given to them in the Agreement.
WHEREAS, subject to the terms and conditions set forth herein, Employee and the Company wish to
make certain amendments to the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:
1. Section 2 of the Agreement is hereby deleted and replaced in its entirety with the following:
“2. In order for your Award to vest, you must be continuously employed by Tree.com or any of its
Subsidiaries or Affiliates during the Restriction Period (as defined below). Notwithstanding the
foregoing or any other provision to the contrary in the Plan or this Agreement, you shall become
100% vested in your Award upon the occurrence of a Change in Control. Nothing in this
Agreement or the Plan shall confer upon you any right to continue in the employ or service of
Tree.com or any of its Subsidiaries or Affiliates or interfere in any way with their rights to
terminate your employment or service at any time.”
2. Except as explicitly set forth herein, the remaining provisions of the Agreement will remain in full force
* * * Signature Page to Follow * * *
IN WITNESS WHEREOF, the parties have executed this Amendment No. as of the date first set
By: Claudette Hampton
Senior Vice President — Human Resources