Exhibit 10.23  As amended and restated on October 29,
2008  CAPMARK
FINANCIAL GROUP INC.  NON-EMPLOYEE DIRECTORS  AMENDED AND RESTATED DEFERRED COMPENSATION
AND STOCK AWARD PLAN


PURPOSE  The Board of Directors of
Capmark Financial Group Inc. has determined that it is in the best interests of
Capmark Financial Group Inc. to amend and restate the Capmark Financial Group
Inc. Non-Employee Directors Deferred Compensation and Stock Award Plan to
comply with certain tax requirements. 
The purpose of this Capmark Financial Group Inc. Non-Employee Directors
Amended and Restated Deferred Compensation and Stock Award Plan is to provide
individuals who are not employees of Capmark Financial Group Inc. or its
Subsidiaries (as defined below) who serve as members of the Board (as defined
below) an opportunity to defer payment of all or a portion of their Fees (as
defined below) in accordance with the terms and conditions set forth herein.  ARTICLE I  DEFINITIONS  1.1Affiliate means with
respect to any Person, any entity directly or indirectly controlling,
controlled by or under common control with such Person.  1.2Board means the Board
of Directors of the Company.  1.3Change in Control
means (i) the sale of all or substantially all of the assets of Investor LLC,
the Company, or Capmark Finance Inc. to an Unaffiliated Person; (ii) a
sale by the Company or Investor LLC, in a single transaction or in a related
series of transactions, of the voting stock of the Company resulting in more
than 50% of the voting stock of the Company being held (either directly or
indirectly through Investor LLC, and which for the avoidance of doubt includes
the distribution of any interests in Investor LLC being distributed to any
limited partners of any Investor, which are not Affiliates of that Investor) by
an Unaffiliated Person; (iii) a sale by the Company or Investor LLC, in an
unrelated series of transactions, of the voting stock of the Company, as a
result of which an Unaffiliated Person is (either directly or indirectly through
Investor LLC, and which for the avoidance of doubt includes the distribution of
any interests in Investor LLC being distributed to any limited partners of any
Investor, which are not Affiliates of that Investor) the single largest holder
of voting stock of the Company; or (iv) a merger or consolidation of the
Company or Investor LLC into an Unaffiliated Person; if and only if any such event (or as a result of any such
event) listed in (i) - (iv) above results in the inability of the
Investors and any of their respective Affiliates, either as a Group or
individually (through Investor LLC or otherwise), to elect a majority of the
Board or board of directors of the resulting entity; provided, however,
to the extent any such event listed in (i) - (iv) above occurs but at
such time either the Investors and their Affiliates as a Group, or any of the
Investors or their respective Affiliates individually (through Investor LLC or
otherwise) retain the ability to elect a majority of the Board or the board of
directors of the resulting entity, a Change in Control shall be deemed to have
occurred upon any later date on which neither the Investors and their
respective Affiliates as a Group nor any of the Investors or their Affiliates
individually retain


such ability.  For purposes of this definition, the term Unaffiliated
Person means any Person or Group who is not (x) an Investor or any
member of an Investor, (y) an Affiliate of an Investor or any member of an
Investor or (z) an entity in which an Investor or any member of an
Investor holds, directly or indirectly, a majority of the economic interests in
such entity.  Notwithstanding the
foregoing, if any of the transactions described in (i), (ii) or (iv) of
the preceding sentence shall occur and the other Person or Group involved in
such transaction (or its parent entity) is an Affiliate of any Investor because
it is under common control by an ultimate parent entity,but the day-to-day operations of, and key business decisions
regarding, such Affiliate are controlled by an entity that is, or individuals
who are, principally engaged in a business other than the management or
operations of private equity funds (any such Affiliate, a Strategic
Business Affiliate), then the determination of whether a Change in Control
has occurred shall be made by applying the relevant test in clause (i), (ii) or
(iv) above (along with the test of whether the Investors and their
Affiliates as a Group or any of the Investors or their Affiliates individually
(through Investor LLC or otherwise) lose the ability to elect a majority of the
Board) as if the Strategic Business Affiliate was not an Affiliate of any of
the Investors and by treating the voting power of the Strategic Business
Affiliate in the Company (or the resulting entity) as if it were held by a
Person or Group unaffiliated with any of the Investors.  Notwithstanding anything in this Section 1.3
to the contrary, no event listed in (i)  (iv) above shall constitute
a Change in Control hereunder unless such event would also constitute a change
in the ownership or effective control of a corporation, or a change in the
ownership of a substantial portion of the assets of a corporation, in each
case, within the meaning of Section 409A of the Code.  1.4Code means the
Internal Revenue Code of 1986, as amended.  1.5Committee means the
Executive Development and Compensation Committee of the Board or such other
committee as may be appointed by the Board to administer this Plan.  1.6Company means Capmark
Financial Group Inc.  1.7Director means a
member of the Board who is not an employee of the Company or any of its
Subsidiaries.  1.8Exchange Act means
the Securities Exchange Act of 1934, as amended.  1.9Fair Market Value
means, on a per Share basis, (i) if there is a public market for the
Shares on such date, the average of the high and low closing bid prices of the
Shares on such stock exchange on which the Shares are principally trading on
the applicable date, or, if there were no sales on such date, on the closest
preceding date on which there were sales of Shares, or (ii) if there is no
public market for the Shares on such date, the fair market value of the Shares
as determined in good faith by the Board without any discounts for minority
interests.  2


1.10Fees means amounts
(including any annual retainer, which is generally payable in quarterly
installments in cash, or upon the election of a Director, in Shares) earned for
serving as a member of the Board or any committee of the Board.  1.11Group means a group
as such term is used in Sections 13(d) and 14(d) of the Exchange Act.  1.12Investor LLC means
GMACCH Investor LLC, a Delaware limited liability company.  1.13Investors means,
collectively, Kohlberg Kravis Roberts & Co. L.P., Five Mile Capital
Partners LLC, The Goldman Sachs Group, Inc., and Dune Capital Management
L.P.  1.14Person means a person,
as such term is used for purposes of Section 13(d) or 14(d) of
the Exchange Act (or any successor section thereto).  1.15Plan means this Capmark
Financial Group Inc. Non-Employee Directors Amended and Restated Deferred
Compensation and Stock Award Plan, as it may be amended from time to time.  1.16Separation from Service
shall mean a Directors separation from service with the Company and its
Affiliates within the meaning of Section 409A(a)(2)(A)(i) of the
Code.  1.17Share Account means the
account created by the Company pursuant to Article III of this Plan in
accordance with an election by a Director to defer Fees and receive
share-related compensation under Article II hereof.  1.18Shares means the common
shares of the Company, par value $0.001 per share.  1.19Subsidiary means with
respect to any Person, any corporation, joint venture, partnership, limited
liability company or other entity of which such Person, directly or indirectly,
owns or controls capital stock (or other equity interests) representing more
than fifty percent (50%) of the general voting power under ordinary
circumstances of such entity.  1.20Year means any calendar
year.  1.21He, Him or His
shall apply equally to male and female members of the Board.  ARTICLE II  ELECTION TO
DEFER  2.1A Director may elect,
on or before December 31 of any Year, to irrevocably defer payment of all
or a specified part of all Fees to be earned during the Year  3


following the
Year in which such election is made and succeeding Years (until the Director
ceases to be a Director or elects (in writing) to change such election pursuant
to Section 2.3 herein); provided, however, that with respect
to the 2006 Year a Director may elect, within thirty (30) days after the
adoption of this Plan, to defer all or a specified part of all Fees earned on
or after the date of such election (and which have not otherwise been paid to
him).  In addition, any person who shall
become a Director during any Year, and who was not a Director of the Company on
the preceding December 31 or otherwise an employee of the Company or any
of its Subsidiaries who participated in any other deferred compensation plan of
the Company or any of its Subsidiaries, may elect, before the Directors term
begins (but in no event later than thirty (30) days after the date such person
first becomes eligible to participate in this Plan), to defer payment of all or
a specified part of such Fees earned during the remainder of such Year and for
succeeding Years.  Any Fees deferred
pursuant to this Section 2.1 shall be paid to the Director at the time(s) and
in the manner specified in Article IV hereof.  2.2The election to
participate in the deferred compensation portion of the Plan shall be
designated by submitting a letter in the form attached hereto as Appendix A
(the Election Form) to the Executive Vice President of Human Resources
or General Counsel of the Company.  2.3The deferral election
shall continue from Year to Year and become irrevocable on December 31 of
each Year, unless the Director changes or terminates such election by written
request delivered to the Executive Vice President of Human Resources or General
Counsel of the Company by no later than December 31 of the Year prior to
the commencement of the Year for which such changed or terminated election
shall be effective.  If the Director
changes his existing election to defer Fees in order to receive Fees on a
current basis, such Director may not subsequently re-elect to defer payment of
Fees for at least one (1) Year.  ARTICLE III  DEFERRED
COMPENSATION ACCOUNTS  3.1The Company shall
maintain separate accounts on its books and records for the Fees deferred by
each Director, based on the elections each Director has made.  3.2If a Director has
elected to defer all or a portion of his Fees, the Company shall credit, with
respect to each fiscal quarter, an account (the Share Account)
established for each Director with the number of hypothetical Shares equal to (x) the
deferred Fees otherwise payable to the Director for such fiscal quarter as to
which an election to receive Share-related deferred compensation has been made,
divided by (y) the Fair Market Value of a Share as determined by the Board
at the first meeting of the Board occurring after the end of the applicable
fiscal quarter (the First Meeting). 
The Company shall so credit the Directors Share Account within ten
business days following such First Meeting.  4


Notwithstanding
the foregoing, in the event that no such Fair Market Value determination is
made by the Board at the First Meeting, all Fees otherwise to be deferred into
the Directors Share Account under this Section 3.2 shall instead be
credited to a hypothetical cash account maintained for the benefit of the
Director (the Cash Account), which Cash Account shall be payable in
cash at such time(s) as the Directors Share Account is payable under Article IV
of this Plan; provided, however, that in the event that the Board
determines the Fair Market Value of a Share at any meeting subsequent to the
First Meeting (the Subsequent Meeting), within ten business days
following such Subsequent Meeting, the amount of Fees that were credited to the
Directors Cash Account shall be converted into hypothetical Shares to be
credited to the Directors Share Account, with the number of hypothetical
Shares to be equal to (x) the amount of Fees that had been deferred into
the Cash Account, divided by (y) the Fair Market Value of a Share as
determined by the Board at the Subsequent Meeting.  3.3The Company shall
credit, on the date that any dividends are paid with respect to the
hypothetical Shares, the Share Account of each Director who has elected to
defer Fees with the number of hypothetical Shares equivalent to (x) the
product of (a) the amount of any dividend paid, multiplied by (b) the
number of hypothetical Shares represented in the relevant Directors Share
Account, divided by (y) the Fair Market Value of a Share on the dividend
payment date.  3.4If adjustments are made
to the authorized or issued share capital of the Company as a result of
split-ups, recapitalizations, mergers, consolidations, or other corporate
events, an appropriate adjustment shall also be made in the number of
hypothetical Shares credited to each Directors Share Account.  3.5The value of such
Shares shall be computed to two decimal places.  3.6The right to receive
Shares at a later date shall not entitle any Person to rights of a stockholder
with respect to such Common Stock unless and until Shares have been issued to
such Person pursuant to Article IV hereof.  3.7This Plan is intended
to be a non-qualified, unfunded deferred compensation arrangement.  Nothing contained herein shall be deemed to
give a Director, a Directors beneficiary, or any other Person any interest in
the assets of the Company or create any kind of fiduciary relationship between
the Company and any such Person.  To the
extent that any Person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of any unsecured
general creditor of the Company.  ARTICLE IV  PAYMENT OF
DEFERRED COMPENSATION  4.1Subject to Section 7.3,
amounts contained in a Directors Share Account, and to the extent applicable,
a Directors Cash Account, shall be distributed on the  5


earlier to
occur of the (i) first day of the Year following the Year in which a
Directors Separation from Service occurs; and (ii) date that a Director
designates on the Election Form as the date of distribution; so long as
any such date shall constitute a permissible time or event upon which a
distribution may be made under Section 409A(a)(2)(A) of the
Code.  The total amounts credited to a
Directors Share Account shall be paid in Shares (equal to the number of
hypothetical Shares that have accumulated in the Directors Share Account
pursuant to Article III), unless the Company elects to pay total amounts
credited to a Directors Share Account in cash. 
If the Company elects to make the payment from the Directors Share
Account in cash, the cash payment will be equal to (x) the number of
Shares credited to a Directors Share Account, multiplied by (y) the Fair Market
Value of a Share on the payment date.  4.2Each Director shall
have the right to designate a beneficiary who is to succeed to his right to
receive payments hereunder in the event of his death.  Any designated beneficiary shall receive
payments in the same manner as the Director would have received payments if he
had lived.  No designation of beneficiary
or change in beneficiary shall be valid unless made in writing signed by the
Director and filed with the Executive Vice President of Human Resources or
General Counsel of the Company.  ARTICLE V  STOCK AWARDS  5.1A Director may elect,
on or before December 31 of any Year, to irrevocably receive currently in
Shares payment of all or a specified part of all Fees to be earned during the
Year following the Year in which such election is made and succeeding Years
(until the Director ceases to be a Director or elects (in writing) to change
such election); provided, however, that with respect to the 2006
Year a Director may elect, within thirty (30) days after the adoption of this
Plan, to receive all or a specified part of all Fees to be earned on or after
the date of such election (and which have not been paid to him).  Any person who shall become a Director during
any Year, and who was not a Director of the Company on the preceding December 31,
may elect, before the Directors term begins (but in no event later than thirty
(30) days after the date such person first becomes eligible to participate in
this Plan), to receive current payment in Shares of all or a specified part of
such Fees earned during the remainder of such Year and for succeeding
Years.  Any Fees paid currently in Shares
pursuant to this Section 5.1 shall be paid to the Director in the manner
specified in Section 5.3 hereof.  5.2The election to
participate in the stock award portion of the Plan shall be designated on the
Election Form.  5.3The election of a
Director to receive all or a portion of his Fees currently in Shares shall
continue from Year to Year unless the Director changes or terminates such
election by written request delivered to the Executive Vice President of  6


Human
Resources or General Counsel of the Company by no later than December 31
of the Year prior to the commencement of the Year for which such changed or
terminated election shall be effective.  5.4If a Director has
elected to receive all or a portion of his Fees currently in Shares, the
Company shall issue to the Director or purchase in the open market on behalf of
the Director, with respect to each fiscal quarter, Shares equal to (x) the
Fees otherwise payable to the Director for such fiscal quarter as to which an
election to receive Shares currently has been made, divided by (y) the
Fair Market Value of a Share as determined by the Board at the first meeting of
the Board occurring after the end of the applicable fiscal quarter.  The Company shall so issue or purchase such
Shares within ten business days following such first meeting.  In the event
that no such Fair Market Value determination is made by the Board at such
meeting, all Fees otherwise to be paid in the form of Shares under this Section 5.4
shall be paid within ten business days following such first meeting in the form
of cash.  ARTICLE VI  ADMINISTRATION;
INTERPRETATION;
SHARES AVAILABLE FOR DISTRIBUTION  6.1The Committee shall
administer and interpret the Plan in its sole discretion, and the Company shall
maintain the Plan at its expense.  All
decisions made by the Committee with respect to issues hereunder shall be final
and binding on all parties.  6.2Except to the extent
required by law, the right of any Director or any beneficiary to any benefit or
to any payment hereunder shall not be subject in any manner to attachment or
other legal process for the debts of such Director or beneficiary, and any such
benefit or payment shall not be subject to alienation, sale, transfer
assignment or encumbrance.  6.3The Company may, but
shall not be obligated to, reserve Shares, purchase Shares in the open market,
and issue Shares for the purpose of providing for the payment of obligations
arising under this Plan.  ARTICLE VII  AMENDMENT OF
PLAN; GOVERNING LAW; CHANGE IN CONTROL  7.1The Plan may be
amended, suspended or terminated in whole or in part from time to time by the
Board except that no amendment, suspension, or termination shall apply to the
payment to any Director or beneficiary of a deceased Director of any amounts
previously credited to a Directors Share Account or Cash Account, to the
extent applicable.  7


7.2This Plan shall be
governed by and construed and enforced in accordance with the laws of New York.  7.3In the event of a
Change in Control, all amounts contained in each Directors Share Account and Cash
Account, to the extent applicable, shall be distributed (in a lump sum, cash
payment or in Shares, as the Director shall elect on the Election Form with
respect to the Directors Share Account) on the date of the Change in
Control.  If the Director elects to
receive the payment in cash, the cash payment will be equal to (x) the
number of Shares credited to a Directors Share Account, multiplied by (y) the
Fair Market Value of a Share on the date of the Change in Control.  7.4Notwithstanding any
other provision of the Plan, this Plan is intended to comply with Section 409A
of the Code (Section 409A) and shall at all times be interpreted
in accordance with such intent.  In
furtherance thereof, no payments may be deferred, accelerated, extended, paid
out or modified under the Plan other than to the extent permitted under Section 409A.  In the event that is reasonably determined by
the Board that, as a result of Section 409A, payments under the Plan may
not be made at the time contemplated by the terms of the Plan without causing
the Director to be subject to taxation under Section 409A, the Company
will make such payment on the first day that would not result in Director
incurring any tax liability under Section 409A, which, if the Director is
a specified employee within the meaning of the Section 409A, shall be
the first day following the six-month period beginning on the date of the
Directors separation from service within the meaning of Section 409A.  The Company shall have no liability to any
Director for any failure to comply with Section 409A hereunder.  7.5To the extent that the
Company determines that Directors may be given greater flexibility to modify or
revoke deferral elections under the Plan in a manner consistent with Section 409A
(based on future guidance promulgated by the Internal Revenue Service and the
Treasury Department from time to time), the Company may (but shall not be
obligated to) amend the Plan to provide for such greater flexibility.  Adopted and effective, as amended and restated, the 29th day of October, 2008.  8


APPENDIX A  CAPMARK FINANCIAL GROUP INC. DIRECTOR ANNUAL RETAINER ELECTION NOTICE  Date  I hereby elect to defer receipt
of all or a portion of my Directors Fees (as defined in the Capmark Financial
Group Inc. Non-Employee Directors Amended and Restated Deferred Compensation
and Stock Award Plan (the Plan)), commencing on the date of this
election notice and for all succeeding calendar years (Years) (unless
otherwise changed for subsequent Years as provided for below), in accordance
with my elections indicated below.  I elect to have my Directors
Fees (including all Fees for serving on any committee of the Board (as defined
in the Plan)) deferred as follows (fill in appropriate percentage below):  % of the aggregate Directors Fees shall be deferred to my Share Account (as
defined in the Plan), to which Capmark Financial Group Inc. (the Company)
shall credit hypothetical Shares (as defined in the Plan) in the manner set
forth in the Plan.  I understand that my election
above to defer all or a portion of my Directors Fees shall continue from one
Year to the next, unless I change my election in writing by no later than December 31
of the Year prior to the commencement of the Year for which I would like my
changed election to be effective.  I also
understand that my Share Account generally shall become payable on the earlier
to occur of (i) the first day of January following my Separation from
Service (as defined in the Plan) or (ii) the date on which I elect to
receive payment of my deferred Fees (the Election Date) (my Election
Date, if any, shall be
                                        ),
and in any event on the date of the occurrence of a Change in Control (as
defined in the Plan).  I elect to receive the payments
from my Share Account (as defined in the Plan) due to me pursuant to the Plan
in the event of a Change in Control as follows (check the method desired
below):  in a cash, lump sum payment  in Shares  The remainder of my Directors
Fees shall not be deferred into hypothetical Shares, and shall be payable to me
currently as follows (fill in the appropriate percentage below):  (a) 
                %
of my Directors Fees that I have elected not to defer shall be paid to me in
arrears directly in cash as they accrue; and  9


(b) 
                %
of my Directors Fees that I have elected not to defer shall be paid to me in
arrears directly in Shares as they accrue, in accordance with the Plan.  I understand that (i) to
the extent I make no election under this election notice or do not designate
the manner in which any portion of my Directors Fees that I elect to receive
currently shall be payable to me, I will receive such portions(s) of my
Directors Fees in cash, (ii) all elections I have made above with respect
to current receipt of my Fees applicable to a particular Year may not be
amended or revoked with respect to such Year, but may be amended for subsequent
Years to the extent I change my election by no later than December 31 of
the Year prior to the commencement of the Year for which I would like my
changed election to be effective, and (iii) if I amend my existing
election to defer Fees in order to receive Fees in cash and/or in Shares
following each fiscal quarter, I may not subsequently re-elect to defer payment
of Fees for at least one Year.  In the event of my death prior
to receipt of all or any balance of such Fees and dividends, if any, thereon so
accumulated, I designate
                                                          
as my beneficiary to receive Shares (or, if applicable, the funds) payable.  Acknowledged and Agreed this
       day of                             ,
200  .   Director  10