Amended and Restated Agreement and Plan of Merger

Agreement and Plan of Merger

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This Agreement and Plan of Merger involves

ALESCO FINANCIAL INC | Sunset Financial Resources, Inc. | JAGUAR ACQUISITION, INC.

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Title: Amended and Restated Agreement and Plan of Merger
Date: 9/29/2006
Industry: Real Estate Operations

Exhibit 2.1

Sunset Financial Resources, Inc.

September 29, 2006

Alesco Financial Trust

Cira Centre

2929 Arch Street, 17 ^th Floor

Philadelphia, PA 19104

Gentlemen:

We are parties to an Amended and Restated Agreement and Plan of Merger, dated as of July 20, 2006, as amended by the letter agreement dated September 5, 2006 (the “Agreement”). In accordance with our discussions, we have reached the following agreements regarding the Agreement. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

1. The Exchange Ratio shall be 1.26, subject to adjustment as provided in Section 2.1(d) of the Agreement. The Exchange Ratio shall not be subject to adju

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