RESOURCE CAPITAL CORP. 2005 STOCK INCENTIVE PLAN

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RESOURCE CAPITAL CORP.

2005 STOCK INCENTIVE PLAN

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TABLE OF CONTENTS

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Section Page

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ARTICLE I DEFINITIONS......................................................1

1.01. Administrator...................................1

1.02. Affiliate.......................................1

1.03. Agreement.......................................1

1.04. Board...........................................1

1.05. Change in Control...............................1

1.06. Code............................................2

1.07. Committee.......................................2

1.08. Common Stock....................................2

1.09. Company.........................................2

1.10. Continuing Director.............................2

1.11. Control Change Date.............................2

1.12. Corresponding SAR...............................2

1.13. Exchange Act....................................2

1.14. Fair Market Value...............................2

1.15. Initial Offering................................3

1.16. Manager.........................................3

1.17. Non-employee Director...........................3

1.18. Option..........................................3

1.19. Participant.....................................3

1.20. Performance Shares..............................3

1.21. Person..........................................4

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1.22. Plan............................................4

1.23. Qualified Affiliate.............................4

1.24. Resource America................................4

1.25. SAR.............................................4

1.26. Securities Act..................................4

1.27. Stock Award.....................................4

ARTICLE II PURPOSES........................................................5

ARTICLE III ADMINISTRATION.................................................5

ARTICLE IV ELIGIBILITY.....................................................6

ARTICLE V COMMON STOCK SUBJECT TO PLAN.....................................6

5.01. Common Stock Issued.............................6

5.02. Aggregate Limit.................................6

5.03. Reallocation of Shares..........................6

5.04. Status of Original Issue Shares.................7

ARTICLE VI OPTIONS.........................................................7

6.01. Award...........................................7

6.02. Option Price....................................7

6.03. Maximum Option Period...........................7

6.04. Nontransferability..............................8

6.05. Employee Status.................................8

6.06. Exercise........................................8

6.07. Payment.........................................8

6.08. Change in Control...............................9

6.09. Stockholder Rights..............................9

6.10. Disposition of Shares...........................9

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ARTICLE VII SARS ..........................................................9

7.01. Award...........................................9

7.02. Maximum SAR Period..............................9

7.03. Nontransferability..............................9

7.04. Exercise.......................................10

7.05. Change in Control..............................10

7.06. Employee Status................................10

7.07. Settlement.....................................10

7.08. Stockholder Rights.............................10

ARTICLE VIII STOCK AWARDS.................................................11

8.01. Award..........................................11

8.02. Vesting........................................11

8.03. Performance Objectives.........................11

8.04. Employee Status................................11

8.05. Change in Control..............................12

8.06. Stockholder Rights.............................12

ARTICLE IX PERFORMANCE SHARE AWARDS.......................................12

9.01. Award..........................................12

9.02. Earning the Award..............................12

9.03. Payment........................................13

9.04. Stockholder Rights.............................13

9.05. Nontransferability.............................13

9.06. Employee Status................................13

9.07. Change in Control..............................13

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ARTICLE X LIMITATION ON BENEFITS..........................................13

ARTICLE XI ADJUSTMENT UPON CHANGE IN COMMON STOCK.........................15

ARTICLE XII COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES.........16

ARTICLE XIII GENERAL PROVISIONS...........................................16

13.01. Effect on Employment and Service...............16

13.02. Unfunded Plan..................................16

13.03. Rules of Construction..........................16

ARTICLE XIV AMENDMENT.....................................................17

ARTICLE XV DURATION OF PLAN...............................................17

ARTICLE XVI EFFECTIVE DATE OF PLAN........................................17

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ARTICLE I

DEFINITIONS

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1.01. ADMINISTRATOR

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Administrator means the Committee and any delegate of the Committee

that is appointed in accordance with Article III.

1.02. AFFILIATE

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Affiliate means a person that directly, or indirectly through one or

more intermediaries, controls or is controlled by, or is under common control

with, the Person specified.

1.03. AGREEMENT

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Agreement means a written agreement (including any amendment or

supplement thereto) between the Company and a Participant specifying the terms

and conditions of a Stock Award, an award of Performance Shares or an Option or

SAR granted to such Participant.

1.04. BOARD

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Board means the Board of Directors of the Company.

1.05. CHANGE IN CONTROL

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Change in Control means the occurrence of any of the following:

(a) the Manager, or a direct or indirect wholly owned subsidiary of

Resource America, ceases to be the investment manager of the Company;

(b) the sale, lease or transfer, in one or a series of related

transactions, of all or substantially all of the assets of the Company, taken as

a whole, to any Person other than any one or more Qualified Affiliates;

(c) the acquisition by any Person or group (within the meaning of

Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor

provision), including any group acting for the purpose of acquiring, holding or

disposing of securities (within the meaning of Rule 13d-5(b)(1) under the

Exchange Act), in a single transaction or in a related series of transactions,

by way of merger, consolidation or other business combination or purchase of

beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act,

or any successor provision) of 50% or more of the total voting power of the

voting capital interests of the Company, other than an acquisition by one or

more Qualified Affiliates; or

(d) Continuing Directors cease to be a majority of the Board.

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1.06. CODE

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Code means the Internal Revenue Code of 1986, and any amendments

thereto.

1.07. COMMITTEE

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Committee means the Compensation Committee of the Board. During any

period in which the Board does not have a Compensation Committee, "Committee"

shall mean the Board.

1.08. COMMON STOCK

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Common Stock means the shares of common stock, $0.001 par value per

share of the Company.

1.09. COMPANY

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Company means Resource Capital Corp., a Maryland corporation.

1.10. CONTINUING DIRECTOR

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Continuing Director means any member of the Board, while a member of

the Board and (i) who was a member of the Board on the closing date of the

Initial Offering or (ii) whose nomination for or election to the Board was

recommended or approved by a majority of the Continuing Directors who were then

members of the Board.

1.11. CONTROL CHANGE DATE

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Control Change Date means the date on which a Change in Control occurs.

If a Change in Control occurs on account of a series of transactions, the

"Control Change Date" is the date of the last of such transactions.

1.12. CORRESPONDING SAR

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Corresponding SAR means an SAR that is granted in relation to a

particular Option and that can be exercised only upon the surrender to the

Company, unexercised, of that portion of the Option to which the SAR relates.

1.13. EXCHANGE ACT

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Exchange Act means the Securities Exchange Act of 1934, as amended.

1.14. FAIR MARKET VALUE

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Fair Market Value means, if the Common Stock is not publicly traded,

that value as determined by the Committee using any reasonable method in good

faith. If the Common Stock is publicly traded, the fair market value of a share

of Common Stock shall be (x) the closing price on the date such grant is made or

on the next business day, if such date is not a business day, of a share of

Common Stock reported on the New York Stock Exchange (or any other exchange on

which the Common Stock is listed or, if applicable, the Nasdaq National Market),

or (y) if the Common Stock is not principally traded on such exchange or market,

the mean between the last reported "bid" and "asked" prices of Common Stock on

the relevant date, as reported on Nasdaq or, if not so reported, as reported by

the National Daily Quotation Bureau, Inc. or as reported in a customary

financial reporting service, as applicable, and as the Committee determines. In

no event shall the Fair Market Value of any share of Common Stock be less than

its par value.

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1.15. INITIAL OFFERING

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Initial Offering means the private offering of the Common Stock

pursuant to the Purchase/Placement Agreement, dated March 2, 2005, among the

Company, Credit Suisse First Boston LLC and Resource America.

1.16. MANAGER

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Manager means Resource Capital Manager, Inc., a Delaware corporation.

1.17. NON-EMPLOYEE DIRECTOR

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Non-employee Director means a non-employee director of the Company as

defined by Rule 16b-3 under the Exchange Act.

1.18. OPTION

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Option means a stock option that entitles the holder to purchase from

the Company a stated number of shares of Common Stock at the price set forth in

an Agreement.

1.19. PARTICIPANT

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Participant means an employee of the Company or an Affiliate of the

Company, a member of the Board, or a Person that provides services to the

Company or an Affiliate of the Company (including the Manager) and is selected

by the Administrator to receive an award of Performance Shares, a Stock Award,

an Option, an SAR or a combination thereof.

1.20. PERFORMANCE SHARES

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Performance Shares means an award stated with reference to a specified

number of shares of Common Stock, that in accordance with the terms of an

Agreement entitles the holder to receive a cash payment or shares of Common

Stock or a combination thereof.

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1.21. PERSON

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Person means any individual, corporation, partnership, joint venture,

limited liability company, estate, trust, or unincorporated association, and any

fiduciary acting in such capacity on behalf of any of the foregoing.

1.22. PLAN

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Plan means this Resource Capital Corp. 2005 Stock Incentive Plan.

1.23. QUALIFIED AFFILIATE

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Qualified Affiliate means (i) any Person that is part of a controlled

group or under common control with the Company or Resource America; (ii) any

employee benefit plan (or related trust) sponsored or maintained by the Company

or by any entity controlled by the Company; or (iii) any Person controlled by

any executive officer (as defined by Rule 16a-1(f) of the Exchange Act) of the

Company. For purposes of this definition, "controlled by" shall mean possessing,

directly or indirectly, the power to direct or cause the direction of the

management and policies of a Person, whether through the ownership of voting

securities, by contract or otherwise.

1.24. RESOURCE AMERICA

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Resource America means Resource America, Inc., a Delaware corporation.

1.25. SAR

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SAR means a stock appreciation right that entitles the holder to

receive, with respect to each share of Common Stock encompassed by the exercise

of such SAR, the amount determined by the Administrator and specified in an

Agreement. In the absence of such a determination, the holder shall be entitled

to receive, with respect to each share of Common Stock encompassed by the

exercise of such SAR, the excess of the Fair Market Value on the date of

exercise over the Fair Market Value on the date of grant. References to "SARs"

include both Corresponding SARs and SARs granted independently of Options,

unless the context requires otherwise.

1.26. SECURITIES ACT

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Securities Act means the Securities Act of 1933, as amended.

1.27. STOCK AWARD

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Stock Award means shares of Common Stock awarded to a Participant under

Article VIII.

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ARTICLE II

PURPOSES

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The Plan is intended to assist the Company and its Affiliates in

recruiting and retaining individuals and other service providers with ability

and initiative by enabling such persons or entities to participate in the future

success of the Company and its Affiliates and to associate their interests with

those of the Company and its stockholders. The Plan is intended to permit the

grant of both Options qualifying under Section 422 of the Code ("incentive stock

options") and Options not so qualifying, and the grant of SARs, Stock Awards,

and Performance Shares in accordance with the Plan and procedures that may be

established by the Administrator. No Option that is intended to be an incentive

stock option shall be invalid for failure to qualify as an incentive stock

option. The proceeds received by the Company from the sale of shares of Common

Stock pursuant to this Plan shall be used for general corporate purposes.

ARTICLE III

ADMINISTRATION

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The Plan shall be administered by the Administrator. The Administrator

shall have authority to grant Options, SARs, Stock Awards, and Performance

Shares upon such terms (not inconsistent with the provisions of this Plan) as

the Administrator may consider appropriate, provided that the grant does not

produce taxable income to the Participant under Section 409A of the Code. Such

terms may include conditions (in addition to those contained in this Plan), on

the exercisability of all or any part of an Option or SAR or on the

transferability or forfeitability of a Stock Award or an award of Performance

Shares. Notwithstanding any such conditions, the Administrator may, in its

discretion, (i) accelerate the time at which any Option or SAR may be exercised,

or the time at which a Stock Award may become transferable or nonforfeitable or

the time at which an award of Performance Shares may be settled, provided that

any such acceleration is permitted under Section 409A(a)(3) of the Code, or (ii)

suspend the forfeiture of any award made under this Plan. In addition, the

Administrator shall have complete authority to interpret all provisions of this

Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules

and regulations pertaining to the administration of the Plan; and to make all

other determinations necessary or advisable for the administration of this Plan.

The express grant in the Plan of any specific power to the Administrator shall

not be construed as limiting any power or authority of the Administrator. Any

decision made, or action taken, by the Administrator in connection with the

administration of this Plan shall be final and conclusive. Neither the

Administrator nor any member of the Committee shall be liable for any act done

in good faith with respect to this Plan or any Agreement, Option, SAR, Stock

Award or award of Performance Shares. All expenses of administering this Plan

shall be borne by the Company.

The Committee, in its discretion, may delegate to one or more officers

of the Company all or part of the Committee's authority and duties with respect

to grants and awards to individuals who are not subject to the reporting and

other provisions of Section 16 of the Exchange Act. The Committee may revoke or

amend the terms of a delegation at any time but such action shall not invalidate

any prior actions of the Committee's delegate or delegates that were consistent

with the terms of the Plan and the Committee's prior delegation.

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ARTICLE IV

ELIGIBILITY

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Any employee of the Company or an Affiliate of the Company, any member

of the Board and any Person (including the Manager) that provides services to

the Company or an Affiliate of the Company is eligible to participate in this

Plan if the Administrator, in its sole discretion, determines that such Person

has contributed significantly or can be expected to contribute significantly to

the profits or growth of the Company or an Affiliate of the Company.

ARTICLE V

COMMON STOCK SUBJECT TO PLAN

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5.01. COMMON STOCK ISSUED

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Upon the award of Common Stock pursuant to a Stock Award or in

settlement of an award of Performance Shares and upon the exercise of any Option

or SAR, the Company may issue all or part of such Common Stock from its

authorized but unissued Common Stock or may acquire all or part of such Common

Stock in the open market or from any Affiliate of the Company, the Manager,

Resource America or any other Person.

5.02. AGGREGATE LIMIT

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The maximum aggregate number of shares of Common Stock with respect to

which Options, SARS, Stock Awards and Performance Shares may be granted is

1,466,666 shares, which amount shall,