Exhibit 10.1

CONFIDENTIAL RELEASE AND WAIVER OF CLAIMS (“Release”)

1.               Release of Claims.  In exchange for the benefits described in Paragraph 2 below, I, Brian R. DiDonato, on behalf of myself and the undersigned trust, hereby release and forever discharge Capmark Investments L.P. (“Capmark”),  Capmark Financial Group Inc. (“Parent”) and Parent’s subsidiaries and related entities and companies, any and all of their respective employee benefit plans, fringe benefit plans or programs, and any and all of their respective present and past officers, directors, shareholders, employees, agents and representatives, and the successors and assigns of each (all of the foregoing, collectively and together with Capmark and Parent, the “Capmark Group”) from any and all manner of claims, suits, demands, actions, causes of action, administrative claims, liability, claims for damages, class action claims or other claims made on my behalf or on behalf of the undersigned trusts whatsoever that I, my heirs, representatives, agents, successors, guardians, trusts, trustees or assigns ever had, have now or may have, whether known or unknown, that arise on or before the date of my execution of this Release (collectively, the “Released Claims”).  The Released Claims include but are not limited to any claims arising from or relating to my recruitment or hiring by, or my employment with, Capmark and/or any entity within the Capmark Group, any contingent or otherwise discretionary compensation awards or payments of any kind whatsoever, any  Parent common stock (“Common Stock”) or options to purchase Common Stock issued to me, transferred to the undersigned trust, and/or repurchased by Parent in connection with the payment described in Paragraph 2, any provisions of my Amended and Restated Management Stockholder’s Agreements and Stock Option Agreements with Parent, any pending applications for employment with Capmark and/or any entity within the Capmark Group, or my separation of employment from Capmark and/or any entity within the Capmark Group including, but not limited to: (i) any claim (including any claim with respect to taxes of any kind) arising under the Employee Retirement Income Security Act of 1974, Title VII of the Civil Rights Act, 42 U.S.C. § 2000e et seq., the Pennsylvania Human Relations Act, 43 P.S. § 951 et seq., the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621 et seq., any other federal, state or local law, or any law of any jurisdiction outside of the United States as applicable, (ii) breach of contract claims, (iii) defamation, wrongful discharge, emotional distress or any other tort claim, (iv) any common law claim, and (v) any claim for attorneys’ fees and costs, arising in law or equity.  In addition, to the extent applicable, I expressly waive and release all rights under California Civil Code section 1542 which states (language in parentheses added):

A general release does not extend to claims which the creditor (e.g., employee) does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his settlement with the debtor (e.g., the employer).

Without limiting or modifying my release and waiver of the Released Claims as set forth herein, the Released Claims do not include any right, claim or remedy arising after the date on which I sign this Release nor does this Release prevent me from participating,

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cooperating, initiating or assisting in an investigation or proceeding conducted within the Capmark Group or by any government agency, oversight board, commission or other regulatory or investigative body; provided, however, with respect to any such investigation or proceeding or related charges, I hereby waive and release all claims for any recovery of monetary damages and any other form of personal relief attributable to events or omissions occurring on or before the date on which I sign this Release.

2.               Release Consideration.  In consideration for my execution of this Release, Parent agrees to make a lump sum payment to me in the total gross amount of $3,822,000, less all applicable federal, state and local taxes, if applicable, and benefit withholdings, for the repurchase of my Common Stock (held individually or in trust) upon the terms and subject to the conditions of Parent’s letter to me dated May 13, 2008 (“Parent’s Letter”). I acknowledge that in the absence of my execution of this Release, I would not be entitled to the benefits described in this Paragraph 2.  I acknowledge further that such benefits are adequate and satisfactory consideration to me.  Parent agrees to make the payment referenced in this Paragraph in accordance with the terms of Parent’s Letter, provided there has been no revocation of this Release within the revocation period set forth in Paragraph 16 below.

3.               Participation in Incentive Vehicles.   (a)   I acknowledge and agree that I have been granted certain membership interests in Capmark UK Realty Fund Incentive Vehicle, LLC, a Delaware limited liability company (the “UK Incentive Vehicle”), including specifically: as a Class B Member, a 3.826% carried interest allocation to me (the “UK Carried Interest Percentage”).

(b)                     I further understand and agree that, in accordance with the Limited Liability Company Agreement of the UK Incentive Vehicle, the entire amount of my UK Carried Interest Percentage is unvested and therefore the entire portion of my Carried Interest Percentage was forfeited to Capmark Structured Fund Carried Interest, L.P (the “Acquirer”) as of the Separation Date (defined below).

(c)                      I acknowledge and agree that I have purchased and have been granted certain partnership interests in Capmark Structured Real Estate Fund Incentive Vehicle, L.P., a Delaware limited partnership (the “Partnership”), including specifically: (i) as a Class A Limited Partner, an employee capital commitment to the Partnership of One Million Dollars ($1,000,000) (the “Capital Commitment Interest”), and (ii) as a Class B Limited Partner,  a 4.459% carried interest allocation to me (the “Debt Fund Carried Interest Percentage”).

(d)                     If Capmark Group is willing to offer to purchase my Capital Commitment Interest, Capmark Group will send an Agreement of Assignment and Assumption of Limited Partnership Interest (the “Assignment Agreement”) to me for my consideration.  The purchase price shall be an amount in cash equal to the fair value of my Capital Commitment Interest as of the end of the most recent calendar quarter as determined by Capmark in its sole discretion.

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(e)                      I understand that Capmark Group, in accordance with its rights pursuant to the Limited Partnership Agreement of the Partnership (the “Partnership Agreement”), has elected to acquire the vested portion of my Debt Fund Carried Interest Percentage for the cash equivalent of its fair value.  Capmark has determined that the current fair value of the vested portion of my Debt Fund Carried Interest Percentage is One Dollar ($1.00), and a check in such amount payable to me will be delivered to me within thirty (30) days of the date of this Release.

(f)                        I further understand and agree that, pursuant to the Partnership Agreement, the unvested portion of my Debt Fund Carried Interest Percentage was forfeited to the Acquirer as of the Separation Date (defined below).

4.               Future Payments and Benefits.  I agree and understand that Capmark does not have and will not have any obligation to provide me at any time in the future with any payment or benefit other than those set forth in Paragraph 2, including but not limited to any bonus, commission or other equity repurchase payment, except for any vested benefit to which I may be entitled pursuant to the terms of the Capmark Group’s employee benefit plans.

5.               Non-disparagement.  I agree that I will not make any disparaging comment, orally or in writing, about any entity within the Capmark Group, or any shareholder, former or current employee, consultant, advisor, director, service or product of any entity within the Capmark Group.  I agree and acknowledge that I will cooperate in the future with Capmark regarding questions that may arise regarding my duties at Capmark (or any other entity within the Capmark Group) while I was an employee.

6.               End of Employment.  I agree that my last day of employment by Capmark was March 31, 2008 (the “Separation Date”) and that Capmark (and any other entity within the Capmark Group) has no obligation to re-employ or hire me in the future.

7.               Resignation.   I hereby tender my resignation, effective as of the Separation Date, from all positions as an, employee, officer, director and any other appointment or designation (including but not limited to that of authorized signer) of or by any and all entities within the Capmark Group.

8.               Assignment.  To the extent, if any, that I have rights in any invention, improvement, discovery, process, program, product or system developed by me during my employment with Capmark, I hereby irrevocably transfer, assign and convey such rights to Capmark and agree that Capmark shall be and remain the sole and exclusive owner of all right, title and interest in and to any such invention, improvement, discovery, process, program, product or system, including, but not limited to, all patent, copyright, trade secret and other proprietary rights therein that may be secured in any place under laws now or hereinafter in effect.

9.               Non-disclosure.  I agree and acknowledge that during the course of my employment with Capmark, I had access and was privy to information, documents and other materials relating to the business of and entities within the Capmark Group that are confidential and/or proprietary to entities within the Capmark Group or which constitute or contain

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reason be adjudged invalid, unenforceable or void, the same shall not impair or invalidate any of the other provisions of this Release, all of which shall be performed in accordance with their respective terms.

16.  Acknowledgments.  By signing this Release, I acknowledge and agree that:

a.                                       I have carefully read and understood all of the provisions and terms of this Release;

b.                                      I have signed this Release knowingly and voluntarily;

c.                                       Capmark advises me to consult with counsel prior to signing this release;

d.                                      Capmark has provided me twenty one (21) calendar days from my receipt of this Release to consider its terms (the “Consideration Period”), and the parties further agree that changes, if any, whether material or not, will not restart the Consideration Period;

e.                                       Capmark’s offer to enter into this Release shall automatically expire at the end of the Consideration Period without further action by any party if I have not signed and returned this Release to Capmark prior to the date thereof, unless Capmark agrees otherwise in writing signed by either the Executive Vice President & Chief Administrative Officer or the General Counsel of Parent;

f.                                         For the period of seven (7) calendar days after I sign this Release, I may revoke it by providing written notice of revocation to Capmark by hand-delivery, facsimile or e-mail transmission (and retaining proof of successful transmission).  If I revoke this Release, any letter or other written notice of revocation shall be delivered, or transmitted by facsimile or by email, no later than seven (7) calendar days after my execution of this Release, with arrangements for the letter or other written notice of revocation to be received by the Capmark Group no later than eight (8) calendar days after my execution hereof using the following contact information:

Capmark Financial Group Inc.

411 Borel Avenue

San Mateo, California  94402

Attention: Executive Vice President & Chief Administrative Officer

***@***

Facsimile: 650 ###-###-####

Because of this seven (7) calendar-day revocation period, this Release will not become effective or enforceable until the eighth (8th) calendar day after the date on which I sign it, provided that I have previously given my signed Release to Capmark, and I have not revoked it; and

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g.                                      In signing this Release, I have not relied on any representations or statements, whether oral or written, other than the express language contained herein.

I HAVE CAREFULLY READ THIS ENTIRE RELEASE.  I UNDERSTAND THAT BY SIGNING THIS RELEASE, I AM WAIVING ALL CLAIMS AGAINST ANY AND ALL ENTITIES WITHIN THE CAPMARK GROUP RELATING TO MY EMPLOYMENT WITH CAPMARK AND THE SEPARATION OF MY EMPLOYMENT WITH CAPMARK AND/OR ANY ENTITY WITHIN THE CAPMARK GROUP.

IN WITNESS WHEREOF, and intending to be legally bound hereby, I have executed the foregoing Release as of May 14, 2008.

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