Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.



On April 7, 2021, the Compensation Committee of the Board of Directors of Two Harbors Investment Corp. (the "Company") approved an increase to the annual base salary of each of the Company's named executive officers, including: William Greenberg, President and Chief Executive Officer; Mary Riskey, Chief Financial Officer; Matthew Koeppen, Chief Investment Officer; and Rebecca B. Sandberg, General Counsel and Secretary. Effective immediately, Mr. Greenberg's annual base salary increased from $700,000 to $875,000; Ms. Riskey's annual base salary increased from $400,000 to $500,000; Mr. Koeppen's annual base salary increased from $500,000 to $550,000; and Ms. Sandberg's annual base salary increased from $450,000 to $500,000. The decision to increase the annual base salaries of the named executive officers was made as a part of the Compensation Committee's effort, following the Company's transition to an internal management structure on August 15, 2020, to undertake a holistic review of executive pay levels to ensure that the mix of fixed and variable pay that is at-risk is appropriate for an internally managed company.

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