Item 1.01 Entry into a Material Definitive Agreement.





On October 27, 2022, Flagstar Bancorp, Inc., a Michigan corporation
("Flagstar"), entered into Amendment No. 2 (the "Second Amendment") to the
Agreement and Plan of Merger, dated April 24, 2021 (the "Original Merger
Agreement"), by and among Flagstar, New York Community Bancorp, a Delaware
corporation ("NYCB"), and 615 Corp., a Delaware corporation and a direct,
wholly-owned subsidiary of NYCB ("Merger Sub"), as amended by Amendment No. 1 to
the Original Merger Agreement, dated as of April 26, 2022 (the "First Amendment"
and, the Original Merger Agreement, as amended by the First Amendment and the
Second Amendment, the "Merger Agreement"), by and among Flagstar, NYCB and
Merger Sub. Capitalized terms not defined herein shall have the meaning ascribed
to them in the Merger Agreement.

Under the Second Amendment, Flagstar, NYCB and Merger Sub have agreed to amend the Merger Agreement as follows:

1.Extend the Termination Date to December 31, 2022.

2.Reflect the post-closing payment of the Flagstar Third Quarter Dividend and the Special Dividend (each as defined in the Second Amendment), if applicable.



Other than as expressly modified by the First Amendment (which was filed as an
Exhibit 2.1 to the Current Report on Form 8-K filed by Flagstar with the
Securities and Exchange Commission (the "SEC") on April 27, 2022) or the Second
Amendment, the Original Merger Agreement (which was filed as an Exhibit 2.1 to
the Current Report on Form 8-K filed by Flagstar with the SEC on April 27, 2021)
remains in full force and effect. The foregoing description of the Second
Amendment does not purport to be complete and is subject to, and qualified in
its entirety by reference to, the full text of the Second Amendment, which is
attached as Exhibit 2.1 hereto and incorporated herein by reference.


                             Item 8.01   Other Events



On October 28, 2022, Flagstar and NYCB issued a joint press release about the
Second Amendment and announced the receipt of the requisite approval of the
Office of the Comptroller of the Currency to convert Flagstar Bank, FSB to a
national bank to be known as Flagstar Bank, N.A., and to merge New York
Community Bank into Flagstar Bank, N.A. with Flagstar Bank, N.A. being the
surviving entity (the "OCC Approval"). The joint press release is attached to
hereto as Exhibit 99.1 and is incorporated herein by reference.

Completion of the Merger (as defined in the Merger Agreement) remains subject to
approval from the Board of Governors of the Federal Reserve System (the "Fed
Approval") as well as the satisfaction or waiver of other customary closing
conditions. There can be no assurances that the Fed Approval and other closing
conditions will be received or satisfied, respectively. The OCC Approval is
subject to a statutory waiting period that provides that the Bank Merger cannot
be consummated until the fifteenth (15th) day after the date of the OCC Approval
(the "OCC Waiting Period"), which in this case is November 11, 2022. The Fed
Approval is not expected to have any associated waiting period. Flagstar intends
to consummate the Merger and Bank Merger promptly after the end of the OCC
Waiting Period and the receipt of the Fed Approval.


                 Item 9.01   Financial Statements and Exhibits.


(d) Exhibits

  Exhibit No.                                         Description of Exhibit
                           Amendment No. 2 to Agreement and Plan of Merger, dated October 27, 2022, by and
2.1                      among Flagstar, NYCB and 615 Corp.
99.1                       Joint Press Release, dated October 28, 2022.
104                      Cover Page Interactive Data File (embedded within the Inline XBRL document)





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Cautionary Statements Regarding Forward-Looking Statements



Certain statements in this current report may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, with respect to NYCB's and
Flagstar's beliefs, goals, intentions, and expectations regarding revenues,
earnings, loan production, asset quality, capital levels, and acquisitions,
among other matters; NYCB's and Flagstar's estimates of future costs and
benefits of the actions each company may take; NYCB's and Flagstar's assessments
of probable losses on loans; NYCB's and Flagstar's assessments of interest rate
and other market risks; and NYCB's and Flagstar's ability to achieve their
respective financial and other strategic goals.

Forward-looking statements are typically identified by such words as "believe,"
"expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project,"
"should," and other similar words and expressions, and are subject to numerous
assumptions, risks, and uncertainties, which change over time. These
forward-looking statements include, without limitation, those relating to the
terms, timing and closing of the proposed transaction.

Additionally, forward-looking statements speak only as of the date they are
made; NYCB and Flagstar do not assume any duty, and do not undertake, to update
such forward-looking statements. Furthermore, because forward-looking statements
are subject to assumptions and uncertainties, actual results or future events
could differ, possibly materially, from those indicated in such forward-looking
statements as a result of a variety of factors, many of which are beyond the
control of NYCB and Flagstar. The factors that could cause actual results to
differ materially include the following: the occurrence of any event, change or
other circumstances that could give rise to the right of one or both of the
parties to terminate the definitive merger agreement among NYCB, 615 Corp. and
Flagstar; the outcome of any legal proceedings that may be instituted against
NYCB or Flagstar; the possibility that the proposed transaction will not close
when expected or at all because required regulatory or other approvals are not
received or other conditions to the closing are not satisfied on a timely basis
or at all, or are obtained subject to conditions that are not anticipated; the
ability of NYCB and Flagstar to meet expectations regarding the timing,
completion and accounting and tax treatments of the proposed transaction; the
risk that any announcements relating to the proposed transaction could have
adverse effects on the market price of the common stock of NYCB and/or Flagstar;
the possibility that the anticipated benefits of the proposed transaction will
not be realized when expected or at all, including as a result of the impact of,
or problems arising from, the integration of the two companies or as a result of
the strength of the economy and competitive factors in the areas where NYCB and
Flagstar do business; certain restrictions during the pendency of the proposed
transaction that may impact the parties' ability to pursue certain business
opportunities or strategic transactions; the possibility that the proposed
transaction may be more expensive to complete than anticipated, including as a
result of unexpected factors or events; diversion of management's attention from
ongoing business operations and opportunities; the possibility that the parties
may be unable to achieve expected synergies and operating efficiencies in the
proposed transaction within the expected timeframes or at all and to
successfully integrate Flagstar's operations and those of NYCB; such integration
may be more difficult, time consuming or costly than expected; revenues
following the proposed transaction may be lower than expected; potential adverse
reactions or changes to business or employee relationships, including those
resulting from the announcement or completion of the proposed transaction;
NYCB's and Flagstar's success in executing their respective business plans and
strategies and managing the risks involved in the foregoing; the dilution caused
by NYCB's issuance of additional shares of its capital stock in connection with
the proposed transaction; and other factors that may affect future results of
NYCB and Flagstar; and the other factors discussed in the "Risk Factors" section
of NYCB's Annual Report on Form 10-K for the year ended December 31, 2021 and in
other reports NYCB files with the U.S. Securities and Exchange Commission, which
are available at http://www.sec.gov and in the "SEC Filings" section of NYCB's
website, https://ir.mynycb.com, under the heading "Financial Information," and
in Flagstar's Annual Report on Form 10-K for the year ended December 31, 2021
and in Flagstar's other filings with the SEC, which are available at
http://www.sec.gov and in the "Documents" section of Flagstar's website,
https://investors.flagstar.com.

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