Exhibit 14.2  CAPMARK FINANCIAL GROUP INC.  CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL
OFFICERS  This Code of
Ethics for the CEO and Senior Financial Officers (Code) applies to the Chief
Executive Officer (CEO) of Capmark Financial Group Inc. and its consolidated
subsidiaries (the Company) and to its senior financial officers.  Senior financial officers means the Companys
Chief Financial Officer and (if different) its principal accounting officer or
controller or persons performing similar functions.  This Code
supplements the Companys Code of Ethics for Directors, Officers and Employees,
which sets forth fundamental principles and key policies and procedures that
govern the conduct of all members of the Board of Directors (Board) and
officers and employees of the Company. 
The CEO and senior financial officers are bound by the provisions set
forth in the Code of Ethics for Directors, Officers and Employees and the
additional standards of ethical behavior relating to accounting, internal
control, financial reporting and disclosure controls and fraud contained
therein, except in cases where applicable law conflicts with such code.  In addition to
the Code of Ethics for Directors, Officers and Employees, the CEO and each
senior financial officer are also subject to the following additional policies:  1.  The CEO and senior financial officers are
responsible for full, fair, accurate, timely and understandable disclosure in
any and all periodic reports required to be filed by the Company with the Securities
and Exchange Commission.  Accordingly, it
is the responsibility of the CEO and each senior financial officer promptly to
bring to the attention of appropriate officers of the Company any material
information of which he or she may become aware that affects the disclosures
made by the Company in its public filings or will otherwise assist such
officers in fulfilling the Companys financial reporting responsibilities.  2.  The CEO and each senior financial officer
shall promptly bring to the attention of appropriate officers of the Company
and the Audit Committee any information he or she may have concerning (a) material
weaknesses or significant deficiencies in the design or operation of internal
controls which could adversely affect the Companys ability to record, process,
summarize and report financial data or (b) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the Companys financial reporting, disclosures or internal controls.  3.  The CEO and each senior financial officer
shall promptly bring to the attention of the General Counsel or the CEO (as
applicable) and to the attention of the Audit Committee any information he or
she may have concerning any material violation of this Code or the Code of
Ethics for Directors, Officers and Employees, including any actual or apparent
conflicts of interest between personal and professional relationships that are
not addressed in accordance with such codes and that involve management or
other employees who have a significant role in the Companys financial
reporting, disclosures or internal controls.


4.  The CEO and each senior financial officer
shall promptly bring to the attention of the General Counsel or the CEO (as
applicable) and to the attention of the Audit Committee any information he or
she may have concerning evidence of a material violation of the banking,
securities or other laws, rules or regulations applicable to the Company
and the operation of its business, by the Company or any agent thereof, or of
material violations of this Code or the Code of Ethics for Directors, Officers
and Employees.  5.  The Board shall determine, or designate
appropriate persons to determine, appropriate actions to be taken in the event
of violations of this Code or the Code of Ethics for Directors, Officers and
Employees by the CEO or the Companys senior financial officers.  Such actions shall be reasonably designed to
deter wrongdoing and to promote accountability for adherence to such codes,
shall include written notices to the individual involved that the Board has
determined that there has been a violation, and may include such other steps or
disciplinary action as the Board deems appropriate.  In determining what action is appropriate in
a particular case, the Board or such designee shall take into account all
relevant information, including the nature and severity of the violation,
whether the violation appears to have been intentional or inadvertent, whether
the individual in question had been advised prior to the violation as to the
proper course of action and whether or not the individual in question had
committed other violations in the past.  2