AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT

This Amendment No. 1 to the Second Amended and Restated Management Agreement is dated as of November 7, 2013 (this “Amendment”) and is by and among Resource Capital Corp., a Maryland corporation (the “Company”), Resource Capital Manager, Inc., a Delaware corporation (the “Manager”), and Resource America, Inc., a Delaware corporation (“Resource America”).

WHEREAS, the Company, the Manager and Resource America are parties to that certain Second Amended and Restated Management Agreement dated as of June 14, 2012 (the “Agreement”);

WHEREAS, Section 21 of the Agreement provides that the Agreement may only be amended by an agreement in writing signed by the parties to the Agreement;

Now, Therefore, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

The following Section 1(d) is hereby added to the Agreement and the existing sections 1(d) through 1(ii) shall be renumbered as 1(e) through 1(jj):

(d)     “Ancillary Operating Subsidiary” means one or more Subsidiary, including a TRS and its subsidiaries, that is an operating entity principally engaged in the evaluation, underwriting, origination, servicing, holding, trading and financing of loans, securities, investments and credit products other than commercial real estate loans.

Section 3(a) is hereby amended to add the following sentence after the end thereof:

(a)    Notwithstanding the foregoing or anything else in this Agreement to the contrary, an Ancillary Operating Subsidiary shall, with the approval of a majority of the Independent Directors, directly incur and pay all of its own operating costs and expenses, including without limitation, compensation of employees of such Ancillary Operating Subsidiary and reimbursement of any compensation costs incurred by the Manager for personnel principally devoted to such Ancillary Operating Subsidiary.

    

Section 9(t) is hereby amended by adding the words “penultimate and” after the words “described in the” and prior to the words “final sentence” in such Section 9(t).

Section 19(b) and 19(c) are hereby amended by deleting the words “2005 Market Street, 15^th Floor” and replacing them with the words “1845 Walnut Street, 18^th Floor”.

This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

In Witness Whereof, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

RESOURCE CAPITAL CORP.

By:    /s/ David J. Bryant            

Name:    David J. Bryant

Title: Senior Vice President and Chief

Financial Officer

RESOURCE CAPITAL MANAGER, INC.

By:    Michael S. Yecies            

Name:    Michael S. Yecies

Title: Senior Vice President, Chief Legal

Officer and Secretary

RESOURCE AMERICA, INC.

By:    Jeffrey F. Brotman                

Name:    Jeffrey F. Brotman

Title: Executive Vice President