<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>k69967bexv4w1.txt
<DESCRIPTION>2000 STOCK INCENTIVE PLAN
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.1
 
 
 
 
                             FLAGSTAR BANCORP, INC.
                            2000 STOCK INCENTIVE PLAN
 
 
        1.       PURPOSE OF THE PLAN.
 
         The purpose of this Plan is to advance the interests of the Company
through providing select key Employees and Directors of the Bank, the Company,
and their Affiliates with the opportunity to receive Restricted Stock and
Deferred Shares. By encouraging stock ownership through these awards, the
Company seeks to attract, retain and motivate the best available personnel for
positions of substantial responsibility and to provide additional incentives to
Directors and key Employees of the Company or any Affiliate to promote the
success of the business.
 
        2.       DEFINITIONS.
 
         As used herein, the following definitions shall apply.
 
         (a)     "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.
 
         (b)     "Agreement" shall mean a written agreement entered into in
accordance with Paragraph 5(c).
 
         (c)     "Awards" shall mean, collectively, Restricted Stock, and
Deferred Shares.
 
         (d)     "Bank" shall mean Flagstar Bank FSB.
 
         (e)     "Board" shall mean the Board of Directors of the Company.
 
         (f)     "Change in Control" shall mean any one of the following events:
(1) the acquisition of ownership, holding or power to vote more than 25% of the
Bank's or the Company's voting stock, (2) the acquisition of the ability to
control the election of a majority of the Bank's or the Company's directors, (3)
the acquisition of a controlling influence over the management or policies of
the Bank or the Company by any person or by persons acting as a "group" (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934), or (4)
during any period of two consecutive years, individuals (the "Continuing
Directors") who at the beginning of such period constitute the Board of
Directors of the Company or the Bank (the "Existing Board") cease for any reason
to constitute at least two-thirds thereof, provided that any individual whose
election or nomination for election as a member of the Existing Board was
approved by a vote of at least two-thirds of the Continuing Directors then in
office shall be considered a Continuing Director. In the case of subsections
(1), (2), and (3) above, ownership or control of the Bank by the Company itself
shall not constitute a "Change in Control." For purposes of defining Change in
Control, the term "person" refers to an individual or a corporation,
partnership, trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The
<PAGE>
 
 
decision of the Committee as to whether a Change in Control has occurred shall
be conclusive and binding.
 
         (g)     "Code"  shall mean the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder.
 
         (h)     "Committee" shall mean the Compensation Committee appointed by
the Board in accordance with Paragraph 5(a) hereof; provided that the Board may
act in lieu of the Committee with respect to any matter as to which the
Committee may act.
 
         (i)     "Common Stock" shall mean the common stock of the Company.
 
         (j)     "Company" shall mean Flagstar Bancorp Inc.
 
         (k)     "Continuous Service" shall mean the absence of any
interruption or termination of service as an Employee or Director of the Company
or an Affiliate. Continuous Service shall not be considered interrupted in the
case of sick leave, military leave or any other leave of absence approved by the
Company, in the case of transfers between payroll locations of the Company or
between the Company, an Affiliate or a successor, or in the case of a Director's
performance of services in an emeritus or advisory capacity.
 
         (l)     "Deferred Shares" shall mean Shares that the Company has
credited, pursuant to Paragraph 9 hereof, to a deferred compensation account in
the name of a Participant.
 
         (m)     "Director" shall mean any member of the Board, and any member
of the board of directors of any Affiliate that the Board has by resolution
designated as being eligible for participation in this Plan.
 
         (n)     "Disability" shall mean a physical or mental condition, which
in the sole and absolute discretion of the Committee, is reasonably expected to
be of indefinite duration and to substantially prevent a Participant from
fulfilling his or her duties or responsibilities to the Company or an Affiliate.
 
         (o)     "Effective Date" shall mean the date specified in Paragraph 13
hereof.
 
         (p)     "Employee" shall mean any person employed by the Company, the
Bank, or an Affiliate.
 
         (q)     "Just Cause" shall have the meaning set forth in any unexpired
employment or severance agreement between a Participant and the Company and, in
the absence of any such agreement, shall mean termination because of the
Participant's personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order.
 
         (r)     "Market Value" shall mean the fair market value of the Common
Stock, as determined under Paragraph 7(b) hereof.
 
 
 
                                       2
<PAGE>
 
 
         (s)     "Non-Employee Director" shall have the meaning provided in
Rule 16b-3 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended.
 
         (t)     "Participant" shall mean any person who receives Restricted
Stock or Deferred Shares pursuant to the Plan.
 
         (u)     "Plan" shall mean Flagstar Bancorp Inc. 2000 Stock Incentive
Plan.
 
         (v)     "Restricted Stock" shall mean one or more shares of Common
Stock subject to an Award under this Plan.
 
         (w)     "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
 
         (x)     "Share" shall mean one share of Common Stock.
 
         (y)     "Vest" or "Vesting" shall mean the effect of the passage of a
point in time at which an Award shall be absolute and non-forfeitable by the
Participant.
 
        3.       TERM OF THE PLAN AND AWARDS.
 
         (a)     Term of the Plan. The Plan shall continue in effect for a term
of ten years from the Effective Date, unless sooner terminated pursuant to
Paragraph 15 hereof. No Award shall be granted under the Plan after ten years
from the Effective Date.
 
         (b)     Term of Awards. The term of each Award granted under the Plan
shall be established by the Committee, but shall not exceed 10 years.
 
        4.       SHARES SUBJECT TO THE PLAN.
 
         Except as otherwise required under Paragraph 10, the aggregate number
of Shares deliverable pursuant to the Plan shall not exceed 500,000 Shares. Such
Shares may either be authorized but unissued Shares, Shares held in treasury, or
Shares held in a grantor trust created by the Company. If any Awards expire,
become unexercisable or be forfeited for any reason without having resulted in
the issuance of Shares to Participants, the shares covered by such terminated
Awards shall, unless the Plan shall have been terminated, be available for the
grant of additional Awards under the Plan.
 
                                       3
 
<PAGE>
 
 
        5.       ADMINISTRATION OF THE PLAN.
 
         (a)     Composition of the Committee. The Plan shall be administered
by the Company's Compensation Committee, or another committee appointed by the
Board, consisting of at least two members of the Board who are Non-Employee
Directors. Members of the Committee shall serve at the pleasure of the Board. In
the absence at any time of a duly appointed Committee, the Plan shall be
administered by those members of the Board who are Non-Employee Directors.
 
         (b)     Powers of the  Committee.  Except as limited by the express
provisions of the Plan or by resolutions adopted by the Board, the Committee
shall have sole and complete authority and discretion (i) to select Participants
and grant Awards, (ii) to determine the form and content of Awards to be issued
in the form of Agreements under the Plan, (iii) to interpret the Plan, (iv) to
prescribe, amend and rescind rules and regulations relating to the Plan, and (v)
to make other determinations necessary or advisable for the administration of
the Plan. The Committee shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to time. A majority
of the entire Committee shall constitute a quorum and the action of a majority
of the members present at any meeting at which a quorum is present, or acts
approved in writing by a majority of the Committee without a meeting, shall be
deemed the action of the Committee.
 
         (c)     Agreement.  Each Award shall be evidenced by a written
agreement containing such provisions as may be approved by the Committee. Each
such Agreement shall constitute a binding contract between the Company and the
Participant, and every Participant, upon acceptance of such Agreement, shall be
bound by the terms and restrictions of the Plan and of such Agreement. The terms
of each such Agreement shall be in accordance with the Plan, but each Agreement
may include such additional provisions and restrictions determined by the
Committee, in its discretion, provided that such additional provisions and
restrictions are not inconsistent with the terms of the Plan. In particular, the
Committee shall set forth in each Agreement (i) the price for each share of
Restricted Stock, (ii) the number of Shares subject to, and the expiration date
of, each Award, (iii) the manner, time and rate (cumulative or otherwise) of
exercise or vesting of such Award, and (iv) the restrictions, if any, to be
placed upon such Award, or upon Shares which may be issued pursuant to such
Award.
 
         The Chairman of the Committee and such other Directors and officers as
shall be designated by the Committee are hereby authorized to execute Agreements
on behalf of the Company and to cause them to be delivered to the recipients of
Awards.
 
         (d)     Effect of the Committee's  Decisions. All decisions,
determinations and interpretations of the Committee shall be final and
conclusive on all persons affected thereby.
 
         (e)     Indemnification. In addition to such other rights of
indemnification as they may have, the members of the Committee shall be
indemnified by the Company in connection with any claim, action, suit or
proceeding relating to any action taken or failure to act under or in connection
with the Plan or any Award granted hereunder to the full extent provided for
under the Company's governing instruments with respect to the indemnification of
Directors.
 
                                       4
<PAGE>
 
        6.       AWARDS.
 
         (a)     Authorized  Grants.  The Committee shall make Awards to
Employees and Directors, including members of the Committee, pursuant to [the
Agreement granting the Award].
 
         (b)      Discretionary Grants. The Committee shall have the discretion
to make future grants of Awards to directors, officers and other key employees,
and may make grants in connection with canceling stock options that are
out-of-the-money.
 
        7.       PRICE FOR SHARES OF RESTRICTED STOCK.
 
         (a)     Limits on Committee Discretion. The price as to any particular
share of Restricted Stock shall not be less than 100% of the Market Value of the
Restricted Stock on the date of grant.
 
         (b)     Standards for Determining Price. If the Restricted Stock is
listed on a national securities exchange, including the NASDAQ National Market
System, on the date in question, then the Market Value per Share shall be the
average of the highest and lowest selling price on such exchange on such date,
or if there were no sales on such date, then the Exercise Price shall be the
mean between the bid and asked price on such date. If the Common Stock is traded
otherwise than on a national securities exchange on the date in question, then
the Market Value per Share shall be the mean between the bid and asked price on
such date, or, if there is no bid and asked price on such date, then on the next
prior business day on which there was a bid and asked price. If no such bid and
asked price is available, then the Market Value per Share shall be its fair
market value as determined by the Committee, in its sole and absolute
discretion.
 
        8.       SALE OF RESTRICTED STOCK; VESTING.
 
         (a)     Conditions for Sale. Restricted stock awarded hereunder shall
be transferable at such times and under such conditions as the Committee shall
specify in the Agreement granting the Award.
 
         (b)     Vesting. Shares of Restricted Stock will vest as follows: (i)
25%on the first anniversary of the award of shares of Restricted stock; and (ii)
25% on each successive anniversary for 3 years. Notwithstanding the preceding
sentence, the Committee shall have the discretion to specify an alternative
vesting schedule.
 
         (c)     Accelerated Vesting. Upon a Participant's death, disability or
retirement after age 65, all outstanding Awards shall become fully exercisable
notwithstanding any other provisions of the Plan or any other Agreement.
 
         (d)     Procedure for Sale. A Participant may sell shares of Restricted
Stock subject to provisions relative to its termination and limitations on sale
as may be imposed by the Committee in the Award.
 
 
                                       5
 
<PAGE>
 
         (e)     Termination of Awards. All Awards under the Plan shall, prior
to vesting, be terminated and void upon the date of a Participant's termination
for "Just Cause" or termination of a Participant's "Continuous Service."
 
         (f)     Effect of the Committee's Decisions. The Committee's
determination whether a Participant's Continuous Service has ceased, and the
effective date thereof, shall be final and conclusive on all persons affected
thereby.
 
        9.       DEFERRED SHARE CREDITS.
 
         (a)     Annual Awards. The Committee shall have the discretion to make
discretionary awards of Deferred Shares to the accounts of Employees and
Directors (including members of the Committee).
 
         (b)     Elections to Defer. The Committee may permit any Participant
who is a member of a select group of management or highly compensated employees,
within the meaning of the Employees' Retirement Income Security Act of 1973, to
elect irrevocably to forego the receipt of cash compensation and in lieu thereof
to have the Company credit an equal value of Deferred Shares to an account
payable to the Participant.
 
         (c)     Vesting. All Deferred Shares shall be 100% vested, unless an
Agreement specifically provides to the contrary.
 
         (d)     Cash Earnings on Deferred Shares. On the last day of each
fiscal year of the Company, the Committee shall credit each Participant's
account with Deferred Shares having a value equal to the product of (I) the
number of Deferred Shares credited to the Participant's account at the end of
the prior fiscal year and (ii) the total cash dividends per Share that the
Company paid during the current fiscal year. The Trustees shall hold each
Participant's Deferred Shares and deferred earnings until distribution is
required pursuant to subparagraph (f) hereof.
 
         (e)     Distributions of Deferred Shares and Earnings. The Trustee
shall distribute a Participant's Deferred Shares and deferred earnings in five
substantially equal annual installments that are paid before the last day of
each of the five fiscal years of the Company that end after the date on which
the Participant's Continuous Service terminates, unless the Committee has
accepted the form attached hereto as Exhibit "A" (the "Distribution Election
Form"), in which case distributions shall be made in accordance with the method
selected on the form. Acceptance by the Committee shall be presumed to occur on
delivery of a Distribution Election Form to the Committee, unless (I) the
Committee returns it within TEN (10) business days, with a written notice that
sets forth the reasons for its rejection, or (ii) the Participant delivers the
Distribution Election Form to the Committee either within 90 days of a Change in
Control or within one year of the date on which the Participant's Continuous
Service terminates prior to a Change in Control for any reason other than the
Participant's death.
 
         (f)     Hardship Withdrawals. Notwithstanding any other provision of
the Plan or a Participant's Distribution Election Form, in the event the
Participant suffers an unforeseeable hardship within the contemplation of this
paragraph, the Participant may apply to the Committee for an immediate
distribution of all or a portion of his Deferred Shares. The hardship must
result
 
 
                                       6
<PAGE>
 
from a sudden and unexpected illness or accident of the Participant or a
dependent of the Participant, casualty loss of property, or other similar
conditions beyond the control of the Participant. Examples of purposes which are
not considered hardships include post-secondary school expenses or the desire to
purchase a residence. In no event will a distribution be made to the extent the
hardship could be relieved through reimbursement or compensation by insurance or
otherwise, or by liquidation of the Participant's nonessential assets to the
extent such liquidation would not itself cause a severe financial hardship. The
amount of any distribution hereunder shall be limited to the amount necessary to
relieve the Participant's financial hardship. The determination of whether a
Participant has a qualifying hardship and the amount which qualifies for
distribution, if any, shall be made by the Committee in its sole discretion. The
Committee may require evidence of the purpose and amount of the need, and may
establish such application or other procedures as it deems appropriate.
 
         (g)     Rights to Deferred Shares and Earnings. A Participant may not
assign his or her claim to Deferred Shares and associated earnings during his or
her lifetime. A Participant's right to Deferred Shares and associated earnings
shall at all times constitute an unsecured promise of the Company to pay
benefits as they come due. Neither the Participant nor his or her beneficiary
shall have any claim against or rights in any specific assets or other fund of
the Company.
 
        10.      CHANGE IN CONTROL; EFFECT OF CHANGES IN COMMON STOCK SUBJECT
                 TO THE PLAN.
 
         (a)     Change in Control. Upon a Change in Control (or, if earlier,
the execution of an agreement to effect a Change in Control), all outstanding
Awards shall become fully vested, notwithstanding any other provision of the
Plan or any Agreement.
 
         (b)     Recapitalizations; Stock Splits, Etc. The number and kind of
Shares reserved for issuance under the Plan, and the number and kind of Shares
subject to outstanding Awards, shall be proportionately adjusted for any
increase, decrease, change or exchange of Shares for a different number or kind
of shares or other securities of the Company which results from a merger,
consolidation, recapitalization, reorganization, reclassification, stock
dividend, split-up, combination of shares, or similar event in which the number
or kind of shares is changed without the receipt or payment of consideration by
the Company.
 
         (c)     Transactions in which the Company is Not the Surviving Entity.
In the event of (i) the liquidation or dissolution of the Company, (ii) a merger
or consolidation in which the Company is not the surviving entity, or (iii) the
sale or disposition of all or substantially all of the Company's assets (any of
the foregoing to be referred to herein as a "Transaction"), all Deferred Shares
and all outstanding Restricted Stock, shall be equitably adjusted for any change
or exchange of Shares for a different number or kind of shares or other
securities which results from the Transaction.
 
         (d)     Conditions and Restrictions on New, Additional, or Different
Shares or Securities. If, by reason of any adjustment made pursuant to this
paragraph, a Participant becomes entitled to new, additional, or different
shares of stock or securities, such new, additional, or different shares of
stock or securities shall thereupon be subject to all of the conditions and
restrictions which were applicable to the Deferred Shares and Restricted Stock
before the adjustment was made.
 
 
                                       7
<PAGE>
 
         (e)     Other Issuances. Except as expressly provided in this
paragraph, the issuance by the Company or an Affiliate of shares of stock of any
class, or of securities convertible into Shares or stock of another class, for
cash or property or for labor or services either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, shall not affect, and no
adjustment shall be made with respect to, the number, class, or Exercise Price
of Shares then subject to Awards or reserved for issuance under the Plan.
 
        11.      NON-TRANSFERABILITY.
 
         Awards may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution. Notwithstanding the foregoing, or any other provision of this
Plan, a Participant who holds Restricted Stock may transfer such Restricted
Stock to his or her spouse, lineal ascendants, lineal descendants, or to a duly
established trust for the benefit of one or more of these individuals.
Restricted Stock so transferred may thereafter be transferred only to the
Participant who originally received the grant or to an individual or trust to
whom the Participant could have initially transferred the Restricted Stock
pursuant to this paragraph. Restricted Stock which is transferred pursuant to
this paragraph shall be exercisable by the transferee according to the same
terms and conditions as applied to the Participant.
 
         12.      TIME OF GRANTING AWARDS.
 
         The date of grant of an Award shall, for all purposes, be the date on
which the Committee makes the determination of granting such Award. Notice of
the determination shall be given to each Participant to whom an Award is so
granted within a reasonable time after the date of such grant.
 
         13.      EFFECTIVE DATE.
 
         The Plan shall become effective upon approval by the Board. The Board
may, however, at its sole discretion, require that the effectiveness of the Plan
and the effectiveness of any Awards be contingent upon the Plan's approval by a
favorable vote of stockholders owning at least a majority of the total votes
cast at a duly called meeting of the Company's stockholders held in accordance
with applicable laws.
 
         14.      MODIFICATION OF AWARDS.
 
         At any time, and from time to time, the Board may authorize the
Committee to direct execution of an instrument providing for the modification of
any outstanding Award, provided no such modification shall confer on the holder
of said Award any right or benefit which could not be conferred on him by the
grant of a new Award at such time, or impair the Award without the consent of
the holder of the Award.
 
         15.      AMENDMENT AND TERMINATION OF THE PLAN.
 
         The Board may from time to time amend the terms of the Plan and, with
respect to any Shares at the time not subject to outstanding Awards, suspend or
terminate the Plan. No
 
 
                                       8
<PAGE>
 
amendment, suspension or termination of the Plan shall, without the consent of
any affected holders of an Award, alter or impair any rights or obligations
under any Award theretofore granted.
 
        16.      CONDITIONS UPON ISSUANCE OF SHARES.
 
         (a)     Compliance with Securities Laws. Shares of Common Stock shall
not be issued pursuant to any provision of this Plan unless the issuance and
delivery of such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the rules
and regulations promulgated thereunder, any applicable state securities law, and
the requirements of any stock exchange upon which the Shares may then be listed.
 
         (b)     Special Circumstances. The inability of the Company to obtain
approval from any regulatory body or authority deemed by the Company's counsel
to be necessary to the lawful issuance and sale of any Shares hereunder shall
relieve the Company of any liability in respect of the non-issuance or sale of
such Shares.
 
         (c)     Committee Discretion. The Committee shall have the
discretionary authority to impose in Agreements such restrictions on Deferred
Shares or Restricted Stock as it may deem appropriate or desirable, including
but not limited to the authority to impose a right of first refusal, or to
establish repurchase rights, or to pay a Participant the in-the-money value of
his Award in consideration for its cancellation, or all of these restrictions.
 
        17.      RESERVATION OF SHARES.
 
         The Company, during the term of the Plan, will reserve and keep
available a number of Shares sufficient to satisfy the requirements of the Plan.
 
        18.      WITHHOLDING TAX.
 
         The Company's obligation to deliver Shares pursuant to the Plan shall
be subject to the Participant's satisfaction of all applicable federal, state
and local income and employment tax withholding obligations. Absent an election
to the contrary, a Participant will recognize ordinary income upon becoming
vested in an Award. Each Participant shall have the option to accelerate or
defer recognition of ordinary income upon becoming vested. The Committee, in its
discretion, may permit the Participant to satisfy the obligation, in whole or in
part, by irrevocably electing to have the Company withhold Shares, or to deliver
to the Company Shares that he already owns, having a value equal to the amount
required to be withheld. The value of the Shares to be withheld, or delivered to
the Company, shall be based on the Market Value of the Shares on the date the
amount of tax to be withheld is to be determined. As an alternative, the Company
may retain, or sell without notice, a number of such Shares sufficient to cover
the amount required to be withheld.
 
 
                                       9
<PAGE>
 
        19.      NO EMPLOYMENT OR OTHER RIGHTS.
 
         In no event shall an Employee's or Director's eligibility to
participate or participation in the Plan create or be deemed to create any legal
or equitable right of the Employee, Director, or any other party to continue
service with the Company, the Bank, or any Affiliate of such corporations. No
Employee or Director shall have a right to be granted an Award or, having
received an Award, the right to again be granted an Award. However, an Employee
or Director who has been granted an Award may, if otherwise eligible, be granted
an additional Award or Awards.
 
        20.      GOVERNING LAW.
 
         The Plan shall be governed by and construed in accordance with the laws
of the State of Michigan except to the extent that federal law shall be deemed
to apply.
 
 
 
 
                                       10
<PAGE>
 
 
 
                              FLAGSTAR BANCORP INC.
                            2000 STOCK INCENTIVE PLAN
 
                         -------------------------------
 
                             DEFERRAL ELECTION FORM
 
                         -------------------------------
 
         AGREEMENT,  made this __ day of _____________,  _____, by and between
_____________ (the "Participant"),  and Flagstar Bancorp Inc. (the "Company").
 
         WHEREAS, the Company has established the Flagstar Bancorp Inc. 2000
Stock Incentive Plan (the "Plan"), and the Participant is eligible to
participate in said Plan.
 
         NOW THEREFORE, it is mutually agreed as follows:
 
         1.      The Participant, by the execution hereof, agrees to participate
in the Plan upon the terms and conditions set forth therein, and, in accordance
therewith, elects to defer the receipt of:
 
                 / /   _____% of the Participant's base salary, director's fees,
                       and/or retainers.
 
                 / /   _____% of any additional cash compensation that the
                       Participant may receive.
 
         2.       This election will take effect --
 
                 / /   on the January 1st that next follows execution of this
                       election.
 
                 / /   immediately, but only with respect to annual
                       retainers, director fees, salary, and/or cash bonuses
                       that the Participant may earn in the future and as to
                       which
 
         3.      This election shall be irrevocable.
 
         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
the day and year first above-written.
 
                                         PARTICIPANT
 
Witnessed by:
 
 
---------------------------------        ---------------------------------------
 
 
                                         FLAGSTAR BANCORP INC.
 
Witnessed by:
 
 
                                         By
---------------------------------          -------------------------------------
                                           A duly authorized Administrator of
                                           the Plan
 
 
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