THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Fieldstone Investment Corporation (FICC)

4/26/2006 Proxy Information

Surety Bonds. To receive a mortgage license in certain states, we are required to post a surety bond with that state. An affiliate of RLI Corp., a specialty insurance broker, has provided us with these surety bonds in the past. In 2005, we paid $90,058 in insurance premiums on these surety bonds to an affiliate of RLI Corp. Mr. Michael, a director of Fieldstone, is the President and Chief Executive Officer of RLI Corp.

Voting Agreement. On October 28, 2004, we entered into a voting agreement with Friedman, Billings, Ramsey Group, Inc. (FBR Group) pursuant to which FBR Group will vote all of the shares of common stock held by FBR Group in excess of 3% of the outstanding shares of our common stock in the same proportion that our other stockholders vote their shares of common stock with respect to any proposal submitted to the stockholders for a vote. The voting agreement shall remain in place until FBR Group no longer owns any shares of common stock.

Engagement Letter. In connection with the closing of the 144A Offering, we entered an agreement to use Friedman, Billings, Ramsey & Co., Inc. (FBR) to provide a wide variety of financial advisory, lead underwriting and other investment banking services for three years on agreed economic terms. We did not use FBRs services or compensate FBR under the terms of that agreement. On October 28, 2004, we replaced our original agreement with FBR with an amended and restated agreement in which we agreed to use FBR as a co-managing underwriter or co-placement agent and sole book runner in any public or private offering of our equity securities through November 14, 2005. We did not use FBRs services or compensate FBR under the terms of that agreement. The amended and restated agreement does not commit us to use FBR for any other financial advisory or investment banking services and does not commit us to compensate FBR for its services in an equity offering other than as we mutually agree at the time of any such transaction.