Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Due to the previously announced resignation of B. Brian Tauber from Flagstar Bancorp, Inc.'s (the "Company") Board of Directors effective as of September 30, 2009, the Company did not have three members on its Audit Committee. On October 6, 2009, the Company received notice from NYSE Regulation, Inc., an affiliate of the New York Stock Exchange ("NYSE"), that, as a result of Mr. Tauber's resignation, the Company was deficient in meeting the requirements of Section 303A.07(a) of the NYSE Listed Company Manual, which requires the audit committee of NYSE listed companies to have a minimum of three members. On October 6, 2009, the Company's Board of Directors appointed David L. Treadwell, who is currently a member of the Board of Directors, to the Audit Committee. Accordingly, as of that date, the Company was in compliance with the listing standards of the NYSE. The Company's Board of Directors found that Mr. Treadwell meets Securities and Exchange Commission and NYSE requirements for independence and is financially literate and has accounting or related financial management expertise as such qualifications are defined by the rules of the NYSE.
The Company notified the NYSE that it cured the deficiency. On October 7, 2009, NYSE Regulation, Inc. notified the Company that it was in compliance with
Section 303A.07(a) of the NYSE Listed Company Manual.

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