SECOND AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT

EXHIBIT 10.28

SECOND AMENDMENT TO THE AMENDED AND RESTATED

MANAGEMENT AND ADVISORY AGREEMENT

          THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT is made as of June 18, 2008 (the “ Amendment ”) by and among ARBOR REALTY TRUST, INC., a Maryland corporation (“ Parent REIT ”), ARBOR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “ Operating Partnership ”), ARBOR REALTY SR, INC., a Maryland corporation (“ Sub-REIT ” and together with the Parent REIT and the Operating Partnership, the “ Company ”), and ARBOR COMMERCIAL MORTGAGE, LLC, a New York limited liability company (together with its permitted assigns, “ Manager ”).

W I T N E S S E T H :

          WHEREAS, Parent REIT, Sub-REIT, Manager and the Operating Partnership have entered into that certain Amended and Restated Management and Advisory Agreement, dated as of January 18, 2005 (the “ Management Agreement ”);

          WHEREAS, Parent REIT, Sub-REIT, Manager and the Operating Partnership agreed to amend the Management Agreement on February 7, 2007 in order provide that for the quarter in which proceeds were received by Parent REIT from the transaction described in such amendment (the “ First Transaction “), Funds from Operations (as defined in the Management Agreement) was to be calculated assuming that the Parent REIT had recorded a book gain from the First Transaction and that at such time that Parent REIT actually records a book gain from the First Transaction, the amount of such book gain was to be deducted from the calculation of Funds from Operations for the quarter in which such book gain was recognized;

          WHEREAS, Parent REIT desires to proceed with the proposed transaction described in the memorandum attached hereto as Appendix 1 (the “ Second Transaction “);

          WHEREAS, the Parent REIT, Sub-REIT, Manager and the Operating Partnership desire to amend the Management Agreement in the manner and as more fully set forth herein; and

          WHEREAS, as permitted by Section 27 of the Management Agreement, the parties hereto have consented to this Amendment in the manner and as more fully set forth herein.

          NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:

“ Funds from Operations ” has the meaning assigned by the National Association of Real Estate Investment Trusts and means net income (computed in accordance with GAAP) excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization on real estate assets, and after adjustments for unconsolidated partnerships and joint ventures; provided, however, that (i) for the quarter in which proceeds are received by Parent REIT from the First Transaction or the Second Transaction, as applicable, Funds from Operations will be calculated assuming that Parent REIT had recorded a book gain from the First Transaction or the Second Transaction, as applicable, (ii) at such time that Parent REIT actually records a book gain from the First Transaction or the Second Transaction, as applicable, the amount of such book gain will be deducted from the calculation of Funds from Operations for the quarter in which such book gain is recognized, and (iii) if the Second Transaction is not consummated and therefore, the Parent REIT determines that it will not actually record a book gain from the Second Transaction, the amount of book gain assumed to have been recorded when calculating Funds from Operations for the quarter in which proceeds were received by Parent REIT from the Second Transaction will be deducted from the calculation of Funds from Operations for the quarter in which such determination is made.