Item 1.01. Entry into a Material Definitive Agreement.

On October 16, 2009, Resource Capital Corp. (the "Company") entered into an amendment (the "Amendment") to its Amended and Restated Management Agreement dated as of June 30, 2008, by and among the Company, Resource Capital Manager, Inc. (the "Manager") and Resource America, Inc.

Pursuant to the Amendment, the Manager will provide the Company with a Chief Financial Officer and three accounting professionals, each of whom will be exclusively dedicated to the operations of the Company. The Manager will also provide the Company with a director of investor relations who will be 50% dedicated to the Company's operations. The Amendment also provides that the Company will bear the expense of the wages, salaries and benefits of the Chief Financial Officer, director of investor relations and three accounting professionals referred to above.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

ITEM 9.01. Financial Statement and Exhibits.

10.1 First Amendment to the Amended and Restated Management Agreement

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