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                                                                     EXHIBIT 4.2

                             FLAGSTAR BANCORP, INC.
           EMPLOYEES AND DIRECTORS 1997 STOCK OPTION PLAN, AS AMENDED


                      Agreement for Incentive Stock Options


     THIS STOCK OPTION (the "Option") grants ______________ (the "Optionee") the
right to purchase a total of _______ shares of Common Stock, par value $.01 per
share, of Flagstar Bancorp, Inc. (the "Company"), at the price set forth herein,
in all respects subject to the terms, definitions and provisions of the Flagstar
Bancorp, Inc. Employees and Directors 1997 Stock Option Plan, as amended (the
"Plan") which is incorporated by reference herein. This Option is intended to
qualify as an incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). The Optionee acknowledges, through
signing below, the receipt of the prospectus associated with the Plan.

     Exercise Price. The exercise price per share is $_______, which equals
100%* of the fair market value, as determined by the Committee, of the Common
Stock on the date of grant of this Option.

     1. Exercise of Option. This Option shall be exercisable in accordance with
the Plan and the following provisions:

          (i) Schedule of rights to exercise. The Optionee may exercise this
     Option with respect to the total shares specified above after the one-year
     period following the date of its grant.

          (ii) Method of Exercise. This Option shall be exercisable by a written
     notice by the Optionee which shall:

               (a) state the election to exercise the Option, the number of
          shares with respect to which it is being exercised, the person in
          whose name the stock certificate or certificates for such shares of
          Common Stock is to be registered, his address and Social Security
          Number (or if more than one, the names, addresses and Social Security
          Numbers of such persons);

               (b) contain such representations and agreements as to the
          holder's investment intent with respect to such shares of Common Stock
          as may be satisfactory to the Company's counsel;

               (c) be signed by the person or persons entitled to exercise the
          Option and, if the Option is being exercised by any person or persons
          other than the Optionee, be accompanied by proof, satisfactory to
          counsel for the Company, of the right of such person or persons to
          exercise the Option; and

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* 110% in the case of an Optionee who owns shares representing more than 10% of
the outstanding common stock of the Company on the date of grant of this Option.

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               (d) be in writing and delivered in person or by certified mail to
          the Treasurer of the Company.

          Payment of the purchase price of any shares with respect to which the
     Option is being exercised shall be by cash, Common Stock, or such
     combination of cash and Common Stock as the Optionee elects. In addition,
     the Optionee may elect to pay for all or part of the exercise price of the
     shares by having the Company withhold a number of shares that are both
     subject to this Option and have a fair market value equal to the exercise
     price. The certificate or certificates for shares of Common Stock as to
     which the Option shall be exercised shall be registered in the name of the
     person or persons exercising the Option.

          (iii) Restrictions on exercise. This Option may not be exercised if
     the issuance of the shares upon such exercise would constitute a violation
     of any applicable federal or state securities or other law or valid
     regulation. As a condition to the Optionee's exercise of this Option, the
     Company may require the person exercising this Option to make any
     representation and warranty to the Company as may be required by any
     applicable law or regulation.

     2. Withholding. The Optionee hereby agrees that the exercise of the Option
or any installment thereof will not be effective, and no shares will become
transferable to the Optionee, until the Optionee makes appropriate arrangements
with the Company for such tax withholding as may be required of the Company
under federal, state, or local law on account of such exercise.

     3. Non-transferability of Option. This Option may not be transferred in any
manner otherwise than by will or the laws of descent or distribution. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.

     4. Term of Option. This Option may not be exercisable for more than ten**
years from the date of grant of this Option, as stated below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.

                                   FLAGSTAR BANCORP, INC.
                                   STOCK OPTION PLAN COMMITTEE

____________________               By:__________________________________________
Date of Grant                         Authorized Member of the Committee

                                   Witness:_____________________________________

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** Five years in the case of an Optionee who owns shares representing more than
10% of the outstanding common stock of the Company on the date of grant of this
Option.
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                             FLAGSTAR BANCORP, INC.
           EMPLOYEES AND DIRECTORS 1997 STOCK OPTION PLAN, AS AMENDED


                              Form for Exercise of
                             Incentive Stock Options


Treasurer
Flagstar Bancorp, Inc.
5151 Corporate Road
Troy, Michigan 48098

       Re; Flagstar Bancorp, Inc. 1997 Employees and Directors Stock Option Plan

Dear Sir:

     The undersigned elects to exercise the Incentive Stock Option to purchase
_______ shares, par value $.01, of Common Stock of Flagstar Bancorp, Inc. (the
"Company") under and pursuant to a Stock Option Agreement dated _____________,
_____.

     Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.

     $_____     of cash or check
     $_____     in the form of ______ shares of Common Stock, valued at
                $_______ per share
     $          TOTAL
      =====

     The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person(s) is as follows:

Name __________________________________________________________________________
Address _______________________________________________________________________
Social Security Number ________________________________________________________

_____________________
       Date

                                          Very truly yours,


                                          ___________________________