PRIVILEGED AND CONFIDENTIAL EXECUTION COPY

PRIVILEGED AND CONFIDENTIAL

EXECUTION COPY

Capmark Financial Group Inc.

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Director

Accepted and Agreed

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

Direct Investment
by
Executive:

Executive will make a $15,000,000 cash investment in the common stock of the Company (“Common Stock”) at $5.00 per share, the same effective price per share as the Investors(1) paid to invest in the Company (the “Base Price”). Such investment will be made on the date Executive commences employment with the Company (the “Commencement Date”), or as soon as practicable thereafter. The Common Stock purchased will be subject to a management stockholders’ agreement with the Company (the “Management Stockholders’ Agreement”) and a sale participation agreement with the Investors (the “Sale Participation Agreement”).

Option Grants:

The initial grant of stock options to Executive in connection with the Commencement Date will be a function of Executive’s direct investment in the Company, such that for each share of Common Stock purchased by Executive, he will receive an option covering an additional four shares of Common Stock (the “Base Option Grant”). All options granted at the Commencement Date shall have an exercise price equal to the Base Price. All other options granted after the Commencement Date shall have an exercise price equal to the Fair Market Value (as hereinafter defined) on the applicable date of grant (barring any unforeseen circumstances it is anticipated that the exercise price of options granted in 2006 will continue to be the Base Price).

All of the Base Option Grant will be subject to time vesting, such that, subject to Executive’s continued employment, the Base Option Grant will vest and become exercisable as to 33. % of the shares subject to the Base Option Grant on each of the first three anniversaries of the Commencement Date; provided, however, if Executive’s employment is terminated at any time by the Company without Cause, by the Executive for Good Reason or due to Executive’s death or Disability, then a pro rata portion (based on the number of whole or partial months of employment since the preceding anniversary of the Commencement Date divided by 12) of the Base Option Grant that would have vested on the next succeeding anniversary of the Commencement Date after the employment termination date, shall vest and become exercisable.

Unless earlier terminated in connection with a Change in Control or a termination of Executive’s employment, all as described below, all options will have a term of ten (10) years from the date of grant (the last day of such term, the “Maturity Date”).

The registration rights described below will apply to the options and all shares of Option Stock (as defined below) acquired upon exercise of the options.

Effect of Change in
Control:

In addition to the vesting set forth above, the Base Option Grant will vest and become exercisable immediately prior to a Change in Control (as defined in Exhibit A).

Base Option Grant.

All vested options (including those that become vested in connection with a Change in Control) will, in the discretion of the board of directors of the Company (the “Board”), be (x) timely exercisable so that the underlying shares of Common Stock can be effectively tendered so that the Executive may participate in the Change in Control as a shareholder, (y) cashed out and terminated at a price equal to the Change in Control price minus the option exercise price, or (z) solely in the case of a Change in Control where the Investors receive stock, converted into a corresponding number of fully vested stock options to acquire new common stock. Any such converted options granted pursuant to clause (z) above shall cover an adjusted number of shares and have an adjusted exercise price, both to be conventionally determined so as to preserve the intrinsic gain at the time of the Change in Control, and shall otherwise have (i) exercise rights, a Maturity Date and other rights which are not less favorable, and be subject to obligations which are not more onerous, than those applicable to the Base Option Grant from which they were converted, and (ii) such other terms as are necessary for the Executive to avoid penalty taxes under Section 409A of the Internal Revenue Code (“Section 409A”).

Dividend
Equivalents:

In the case of an ordinary dividend, the Company has established a dividend equivalent rights program on a basis consistent with Section 409A, pursuant to which, upon the payment of any ordinary cash dividend (or similar distributions) to holders of Common Stock, Executive will be credited with dividend equivalent rights with respect to all of his then-vested options.

All dividend equivalent rights will be credited to a notional account maintained on the books of the Company for the benefit of Executive, which account shall accrue interest. Executive will become vested in

such account to the same extent as Executive exercises any vested options and/or Executive’s vested options are repurchased by the Company in connection with Executive’s termination of employment (in the event of a termination of employment by Executive without Good Reason, however, Executive will only become vested in such account if the call price for the option (as described below) is greater than zero (such vesting event is hereinafter referred to as a “Qualifying Resignation”). Executive will also become fully vested in the account upon the first to occur of a Change in Control or a termination of Executive’s employment with the Company due to his death or Disability (as defined in Exhibit A).

Unvested amounts (including any interest accrued thereon) held in such account shall be forfeited by Executive upon the date that his vested options otherwise expire in accordance with their terms. Vested amounts held in such account (including any interest accrued thereon) will be paid to Executive in cash on the earliest to occur of: (i) the tenth anniversary of the Commencement Date, (ii) any termination of Executive’s employment with the Company (other than a termination by the Company with Cause or by Executive without Good Reason) or (iii) a Change in Control (that otherwise complies with Section 409A), in each such case, prior to the tenth anniversary of the Commencement Date.

In the case of the payment of any extraordinary dividend (in cash or in Common Stock), the Company shall adjust the exercise price of all outstanding options in a manner permitted under Section 409A and which does not give rise to adverse accounting consequences to the Company. To the extent such adjustment is not permitted under Section 409A or does give rise to adverse accounting consequences, Executive shall then receive dividend equivalents in the manner described above, except that such amounts shall be vested, and shall vest, at the same time as the options to which the dividend equivalents relate become exercisable and shall be paid in the same manner and at the same time as the dividend equivalents described in the preceding paragraph.

In addition to the foregoing, any payments to be made to Executive on or after a public offering of the Company, if Executive is a “specified employee” (as defined in Section 409A), in connection with a termination of Executive’s employment with the Company shall not be paid until the date that is six months and one day following the date of Executive’s termination of employment (or such earlier date as may be permitted under Section 409A).

Stock Option Plan:

Except to the extent otherwise provided herein or in the Letter Agreement to which the Appendix I is attached, (1) all options will be subject to the terms of the 2006 Equity Plan for Key Employees of

Capmark Financial Group Inc. and its Affiliates (the “Stock Option Plan”) and (2) shares received by Executive upon exercise of any options will be subject to the Management Stockholders’ Agreement and the Sale Participation Agreement, the material terms of which are described below.

Future Grants;
Cashless Exercise
Rights:

Executive may receive future grants of options based upon individual and Company performance in the discretion of the Board. Shares of Common Stock covered by options that are forfeited shall be restored to the option pool and be available for future option grants. All options will be priced at Fair Market Value on the grant date. The Company will allow Executive to exercise his vested options using a “cashless exercise” method that is compliant with Regulation T, Section 220.3(e)(4) and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“Cashless Exercise”) and may, in the Board’s discretion, include the right to apply shares of Common Stock received upon exercise of options to meet Executive’s minimum withholding tax obligation; provided, however, in the event of any termination of employment (other than by the Company for Cause or by the Executive without Good Reason prior to the third anniversary of the Commencement Date), then on or after the fifth anniversary of the Commencement Date and prior to the expiration of the vested options, unless exercised or repurchased sooner, to the extent that a public offering of Common Stock shall have not occurred and a Cashless Exercise is accordingly unavailable to Executive, Executive will be allowed to use a Net Exercise method to exercise his vested options. A “Net Exercise” shall mean that Executive may direct the Company to deduct from the shares of Common Stock issuable upon exercise of his options a number of shares having an aggregate Fair Market Value equal to the sum of the aggregate exercise price therefor plus the amount of Executive’s minimum withholding tax obligation, and the Company shall thereupon issue to Executive the net remaining number of shares after such deductions. In the event of a Net Exercise, Executive shall also have the right to put to the Company such number of shares of Purchased Stock as have an aggregate Fair Market Value equal to the balance of his actual tax liability remaining after the deduction of shares to satisfy his minimum withholding tax liability in respect of such Net Exercise.

Securities
Exemption:

Options will be granted using the exemption available under Rule 701, and immediately following any Qualified Public Offering, the Company will register all Common Stock underlying the options granted under the Stock Option Plan on a Form S-8.

Treatment of
Options on
Termination of Employment/

Death:

The portion of any outstanding stock option that is vested at termination

Disability/
Retirement
(as defined
in
Exhibit A):

(whether by time-vesting or by acceleration as provided herein) shall remain exercisable until the date that is 5 years and 90 days following the Commencement Date, unless exercised or repurchased sooner. The unvested portion of any then-outstanding stock option will be forfeited upon such termination.

Cause (as
defined in
Exhibit A):

All options (vested and unvested) will be forfeited immediately upon termination.

By
Company
Without
Cause, By Executive
with Good
Reason (as
defined in
Exhibit A):

Upon any such termination, then vested options (whether by time-vesting or acceleration as provided herein) will remain exercisable until the date that is 5 years and 90 days following the Commencement Date, unless exercised or repurchased sooner. The unvested portion of any then-outstanding stock option will be forfeited upon such termination.

By
Executive
Without
Good
Reason:

Upon such termination prior to the third anniversary of the Commencement Date, then vested options will be exercisable for 30 days following such termination. Upon such termination on or following the third anniversary of the Commencement Date, then vested options (whether by time-vesting or acceleration as provided herein) will remain exercisable until the date that is 5 years and 90 days following the Commencement Date, unless exercised or repurchased sooner. The unvested portion of any then-outstanding stock option will be forfeited upon such termination.

Extension of
Exercise
Period

Notwithstanding the foregoing, in all termination events other than a termination of Executive’s employment for Cause, if the last day to exercise vested options occurs after the date on which the Common Stock is publicly traded on a national stock exchange and during a lock-up period or securities law blackout period, the otherwise applicable post-termination option exercise period shall be extended, but not beyond the Maturity Date, until 15 days after the first day when the Executive is no longer precluded from selling stock acquired upon exercise of options for either of such reasons.

Management
Stockholders’
Agreement and
Sale Participation
Agreement:

Except to the extent otherwise provided herein, or in the Letter Agreement to which this Appendix I is attached, all shares acquired upon exercise of options (the “Option Stock”) and shares of Common Stock purchased directly from the Company as described above (the “Purchased Stock”, collectively with Option Stock, the “Management Stock”) and, where applicable, the options, will be subject to the terms of

the Management Stockholders’ Agreement, and other related equity documents, which will provide as follows:

Transfer Restrictions. Management Stock will be subject to a restriction on transfer until the first to occur of (i) the occurrence of a Change of Control or (ii) five years from the Commencement Date (the first to occur being, the “Lapse Date”). The transfer restriction shall not apply to (1) sales to the Company or sales to the Investors or their affiliates, (2) sales in accordance with the drag-along, tag-along, registration, call and put rights (described below), or (3) transfers to family members or family trusts, partnerships or similar entities for estate planning purposes.

Right of First Refusal. The Company will have a right of first refusal on any proposed sale of Management Stock until the first occurrence of a Lapse Date. The right of first refusal shall not apply to (1) sales to the Company or sales to the Investors or their affiliates, (2) sales in accordance with the drag-along, tag-along, registration, call and put rights (described below), or (3) transfers to family members or family trusts, partnerships or similar entities for estate planning purposes.

Drag-Along. As provided for in the Sale Participation Agreement, the Investors will have the right to drag along (i.e., force Executive to sell his shares) Management Stock in the event of any private sale by the Investors of 50% or more of the outstanding Common Stock to a third party in the same proportion as the Investors’ shares are sold.

Tag Along. As provided for in the Sale Participation Agreement, Executive shall have the right to tag along (i.e., force the Investors to sell Management Stock) in the event of any private sale by the Investors to a third party in the same proportion as the Investors’ shares are sold or, if such sale occurs after a Qualified Public Offering, and if Executive elects not to tag along in such sale, the number of shares that Executive could have sold in such private sale under the tag-along right shall cease to be subject to the transfer restrictions described above (but, for the avoidance of doubt, shall continue to be subject to the right of first refusal, drag-along rights, and put and call rights (described below)). The tag-along right shall apply to all sales (other than those that would trigger piggyback registration rights).

Co Investment Right. Executive shall have the right to invest in the future in any new securities of the Company on the same terms as the Investors, on a pro rata basis based on his Purchased Stock, except that any such investment by Executive shall be subject to the transfer restrictions applicable generally to Management Stock, and not entitled to any more favorable terms than those granted to the Investors.

Registration Rights. In the event of any public offerings of the shares of Common Stock held by the Investors, Executive will be entitled to customary piggyback registration rights to participate in sales of Common Stock by the Investors by disposing of shares of Executive’s Management Stock and unexercised vested options by Cashless Exercise in the same percentage as the percentage Investors dispose of their Common Stock or, at the Investors’ election, Executive will be entitled to sell the same number of his shares directly into the public market, that he could have sold if he had exercised his piggyback registration rights. The Company will promptly register, using reasonable commercial efforts, pursuant to Form S-8, all options then issued to Executive and outstanding on the date of any public offering of Company common stock.

Put and Call Rights. Except as specifically provided below, upon any termination of Executive’s employment with the Company prior to fifth anniversary of the Commencement Date, the put and call rights (if any) described below shall apply for one-year following such termination (or through the occurrence of a Change of Control, if earlier) the Company shall have the right to require Executive to sell the Management Stock (and vested options as applicable) back to the Company (i.e., a call right) (provided that in any such case involving a termination without Cause or for Good Reason, the Company shall give notice to Executive or his representative of whether it will exercise its call right on Option Stock, not less than 10 business days prior to expiration of Executive’s vested options), and Executive shall have the right to require the Company to repurchase the Management Stock and vested options (i.e., a put right), as follows:

•          Termination by reason of Death or Disability: Executive put right on all (i) Management Stock held at least six months and one day and (ii) vested options,(2) in all cases, with the purchase price equal to the Fair Market Value on the date of repurchase. The Company will have a call right on all vested options, with the purchase price equal to the Fair Market Value on the date of repurchase, less, the applicable option exercise price.

•          Termination by reason of Retirement: No Executive put right (other than the Special Liquidity Put Right, as described below).

Company call right on all Management Stock and vested options, with a purchase price equal to the Fair Market Value on the date of repurchase, less, in the case of options, the applicable option exercise price.

•          Termination by the Company without Cause/Termination by Executive with Good Reason; No Executive put right (other than the Special Liquidity Put Right, as described below). Company call right on the Management Stock and the vested options with a purchase price equal to the Fair Market Value on the date of repurchase, less, in the case of options, the applicable option exercise price.

•          Termination by the Company for Cause: No Executive put right. Company call right on all Management Stock, with the purchase price equal to the lesser of (i) the book value of the Management Stock or (ii) Fair Market Value, in either case on the date of repurchase.

•          Termination by Executive without Good Reason. Prior to the third anniversary of the Commencement Date, no Executive put right and a Company call right on all Management Stock and vested options with the purchase price equal to the lesser of (i) the book value of the Management Stock or (ii) Fair Market Value, in either case on the date of repurchase, less, in the case of options, the applicable option exercise price. Such a termination on or following the third anniversary of the Commencement Date shall be treated as a termination by reason of Retirement.

•          Special Liquidity Put Right. In the event of a termination: (i) by reason of Retirement, (ii) without Cause by the Company, (iii) by Executive with Good Reason, or (iv) by Executive without Good Reason on or after three years of employment with the Company, if the Company does not call the Management Stock or unexercised vested option such that Executive has received proceeds equal to the lesser of $10,000,000 or one-half of the Fair Market Value of his Purchased Stock, reduced by any proceeds received from any prior disposition of Purchased Stock, Option Stock or vested options (the “Minimum Liquidity Amount”), then, and only then, Executive will have a right to put to the Company on or after the third anniversary of the Commencement Date, a number of shares of Purchased Stock such that he will receive proceeds equal to the Minimum Liquidity Amount.

Confidentiality/
Non-Solicitation/
Non-Competition

Executive will be subject at all times during and after employment to a confidentiality covenant prohibiting Executive from disclosing or using at any time any non-public confidential or proprietary information concerning the Company, any of the Investors, or any of their respective affiliates, except as required by law.

In addition, while employed with the Company and for one year thereafter, Executive is to be bound by covenants not to solicit or hire for the benefit of anyone, other than the Company or its subsidiaries, any individual who is, or was during the 12 months preceding the time of the solicitation or hiring, employed by the Company or any of its subsidiaries.

Furthermore, while employed with the Company and for one year thereafter, Executive is bound by a covenant not to compete, prohibiting Executive from directly or indirectly, owning (other than less than 2% of a publicly traded company), managing, controlling, being employed by, participating in or being connected in any manner with the ownership, management, operation or control of one of the top ten (10) (measured on the basis of assets) United States commercial mortgage companies or their subsidiaries or affiliates.

In the event that Executive breaches these covenants during the one-year period following any termination of employment, in addition to other remedies, the Company will be entitled to recover any payments made by the Company to Executive in respect of the repurchase of Executive’s Management Stock and options, in excess of amounts paid by Executive for such stock (whether upon exercise of vested options or otherwise).