RE: 2009 Compensation Agreement

Exhibit 10.2

May 11, 2009

Francis P. Straub III

c/o Deerfield Capital Management LLC

6250 North River Road, 9 th  Floor

Rosemont, Illinois 60018

RE:  2009 Compensation Agreement

Dear Frank:

Due to your valuable contribution to Deerfield Capital Management LLC (the “Company”), management and the board of directors of Deerfield Capital Corp. (“DFR”) have decided to include you and a limited number of other employees in a retention program to provide you with certain assurances regarding your cash compensation for the Company’s 2009 fiscal year.  In accordance with the foregoing, the Company hereby guarantees the following:

1.             Your annual salary for 2009 will be no less than your annual salary for 2008 (which was $350,000) and will be paid in cash pursuant to the Company’s standard payroll policies and procedures;

2.             The Company will pay you a bonus relating to the Company’s 2009 fiscal year of no less than $112,500 (your “Guaranteed 2009 Bon