Junior Subordinated Note due 2036 for $25,774,000, dated May 25, 2006


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A
      TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE “SECURITIES ACT”), AND SUCH SECURITIES, AND ANY INTEREST THEREIN,
      MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
      REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY
      SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE SECURITIES MAY BE RELYING
      ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
      BY RULE 144A UNDER THE SECURITIES ACT.

     

    THE
      HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR THE BENEFIT
      OF THE COMPANY THAT (A) SUCH SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE
      TRANSFERRED ONLY (I) TO THE COMPANY OR (II) TO A PERSON WHOM THE SELLER
      REASONABLY BELIEVES IS A “QUALIFIED PURCHASER” (AS DEFINED IN SECTION 2(a)(51)
      OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED), AND (B) THE HOLDER WILL
      NOTIFY ANY PURCHASER OF ANY SECURITIES FROM IT OF THE RESALE RESTRICTIONS
      REFERRED TO IN (A) ABOVE.

     

    THE
      SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN
      AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. TO THE FULLEST EXTENT
      PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF SECURITIES, OR ANY INTEREST THEREIN,
      IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 AND
      MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO
      LEGAL
      EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SUCH PURPORTED
      TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH SECURITIES FOR ANY
      PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PRINCIPAL OF OR INTEREST
      ON SUCH SECURITIES, OR ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE
      SHALL
      BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SECURITIES.

     

    THE
      HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF
      OR
      THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT,
      INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE
      I OF
      THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
      OR
      SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
      (EACH A
“PLAN”),
      OR AN
      ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S
      INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY
      ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN. ANY PURCHASER OR HOLDER
      OF THE SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED
      BY
      ITS PURCHASE AND HOLDING THEREOF THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN
      THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE
      CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE
      BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY
      EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    RESOURCE
      CAPITAL CORP.

     

    Junior
      Subordinated Note due 2036

     

    No.
      1                                                                                                                                 $25,774,000.00 

     

    Resource
      Capital Corp., a corporation organized and existing under the laws of Maryland
      (hereinafter called the “Company,”
      which
      term includes any successor Person under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to Wells Fargo Bank, N.A. not in
      its
      individual capacity, but solely as Property Trustee of Resource Capital Trust
      I,
      a Delaware statutory trust, or registered assigns, the principal sum of Twenty
      Five Million Seven Hundred Seventy Four Thousand Dollars ($25,774,000) on June
      30, 2036. The Company further promises to pay interest on said principal sum
      from May 25, 2006, or from the most recent Interest Payment Date to which
      interest has been paid or duly provided for, quarterly in arrears on March
      30,
      June 30, September 30, and December 30 of each year, commencing June 30, 2006,
      or if any such day is not a Business Day, on the next succeeding Business Day
      (and no interest shall accrue in respect of the amounts whose payment is so
      delayed for the period from and after such Interest Payment Date until such
      next
      succeeding Business Day), except that, if such Business Day falls in the next
      succeeding calendar year, such payment shall be made on the immediately
      preceding Business Day, in each case, with the same force and effect as if
      made
      on the Interest Payment Date, at a variable rate, reset quarterly, equal to
      LIBOR plus 3.95% per annum, together with Additional Tax Sums, if any, as
      provided in Section
      10.5
      of the
      Indenture, until the principal hereof is paid or duly provided for or made
      available for payment; provided,
      further,
      that
      any overdue principal, premium, if any, or Additional Tax Sums and any overdue
      installment of interest shall bear Additional Interest at a variable rate,
      reset
      quarterly, equal to LIBOR plus 3.95% per annum (to the extent that the payment
      of such interest shall be legally enforceable), compounded quarterly, from
      the
      dates such amounts are due until they are paid or made available for payment,
      and such interest shall be payable on demand.

     

    The
      amount of interest payable shall be computed on the basis of a 360-day year
      and
      the actual number of days elapsed in the relevant interest period. The interest
      so payable, and punctually paid or duly provided for, on any Interest Payment
      Date shall, as provided in the Indenture, be paid to the Person in whose name
      this Security (or one or more Predecessor Securities) is registered at the
      close
      of business on the Regular Record Date for such interest installment. Any such
      interest not so punctually paid or duly provided for shall forthwith cease
      to be
      payable to the Holder on such Regular Record Date and may either be paid to
      the
      Person in whose name this Security (or one or more Predecessor Securities)
      is
      registered at the close of business on a Special Record Date for the payment
      of
      such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
      given to Holders of Securities not less than ten (10) days prior to such Special
      Record Date, or be paid at any time in any other lawful manner not inconsistent
      with the requirements of any securities exchange on which the Securities may
      be
      listed, and upon such notice as may be required by such exchange, all as more
      fully provided in the Indenture.

     

    Payment
      of principal of, premium, if any, and interest on this Security shall be made
      in
      such coin or currency of the United States of America as at the time of payment
      is legal tender for payment of public and private debts. Payments of principal,
      premium, if any, and interest due at the Maturity of this Security shall be
      made
      at the Place of Payment upon surrender of such Securities to the Paying Agent,
      and payments of interest shall be made, subject to such surrender where
      applicable, by wire transfer at such place and to such account at a banking
      institution in the United States as may be designated in writing to the Paying
      Agent at least ten (10) Business Days prior to the date for payment by the
      Person entitled thereto unless proper written wire transfer instructions have
      not been received by the relevant record date, in which case such payments
      shall
      be made by check mailed to the address of such Person as such address shall
      appear in the Security Register. Notwithstanding the foregoing, so long as
      the
      Holder of this Security is the Property Trustee, the payment of the principal
      of
      (and premium, if any) and interest (including any overdue installment of
      interest and Additional Tax Sums, if any) on this Security will be made at
      such
      place and to such account as may be designated by the Property
      Trustee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      indebtedness evidenced by this Security is, to the extent provided in the
      Indenture, subordinate and junior in right of payment to the prior payment
      in
      full of all Senior Debt, and this Security is issued subject to the provisions
      of the Indenture with respect thereto. Each Holder of this Security, by
      accepting the same, (a) agrees to and shall be bound by such provisions, (b)
      authorizes and directs the Trustee on his or her behalf to take such actions
      as
      may be necessary or appropriate to effectuate the subordination so provided
      and
      (c) appoints the Trustee his or her attorney-in-fact for any and all such
      purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice
      of the acceptance of the subordination provisions contained herein and in the
      Indenture by each holder of Senior Debt, whether now outstanding or hereafter
      incurred, and waives reliance by each such holder upon said
      provisions.

     

    Unless
      the certificate of authentication hereon has been executed by the Trustee by
      manual signature, this Security shall not be entitled to any benefit under
      the
      Indenture or be valid or obligatory for any purpose.

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF, the Company has caused this instrument to be duly executed
      on
      this 25th
      day of
      May, 2006.

     

    RESOURCE
      CAPITAL CORP.

     

    By:                     

    Name:
      

    Title:

     

    This
      is
      one of the Securities referred to in the within-mentioned Indenture.


     

    Dated:
      May 25, 2006

     

    Wells
      Fargo Bank, N.A., 

     not
      in its individual capacity, but solely as Trustee

     

    By:               

    Name:
      

    Title:

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    [REVERSE
      OF SECURITY]

     

    This
      Security is one of a duly authorized issue of securities of the Company (the
      “Securities”)
      issued
      under the Junior Subordinated Indenture, dated as of May 25, 2006 (the
“Indenture”),
      between the Company and Wells Fargo Bank, N.A., as Trustee (in such capacity,
      the “Trustee,”
      which
      term includes any successor trustee under the Indenture), to which Indenture
      and
      all indentures supplemental thereto reference is hereby made for a statement
      of
      the respective rights, limitations of rights, duties and immunities thereunder
      of the Company, the Trustee, the holders of Senior Debt, the Holders of the
      Securities and the holders of the Preferred Securities, and of the terms upon
      which the Securities are, and are to be, authenticated and
      delivered.

     

    All
      terms
      used in this Security that are defined in the Indenture or in the Amended and
      Restated Trust Agreement, dated as of May 25, 2006 (as modified, amended or
      supplemented from time to time, the “Trust
      Agreement”),
      relating to the Resource Capital Trust I (the “Trust”)
      by and
      among the Company, as Depositor, the Trustees named therein and the Holders
      from
      time to time of the Trust Securities issued pursuant thereto, shall have the
      meanings assigned to them in the Indenture or the Trust Agreement, as the case
      may be.

     

    The
      Company may, on any Interest Payment Date, at its option, upon not less than
      thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders
      of the Securities (unless a shorter notice period shall be satisfactory to
      the
      Trustee) on or after the No Call Period, and subject to the terms and conditions
      of Article
      XI
      of the
      Indenture, redeem this Security in whole at any time or in part from time to
      time at a Redemption Price equal to one hundred percent (100%) of the principal
      amount hereof, together, in the case of any such redemption, with accrued
      interest, including any Additional Interest, through but excluding the date
      fixed as the Redemption Date.

     

    If
      a
      Significant Event occurs after the No Call Period, the Company shall, upon
      receipt of a Significant Event Election, redeem the Securities in whole within
      thirty (30) days of receipt of such Election under the Indenture, at a
      Redemption Price equal to one hundred (100%) of the principal amount hereof,
      together, in the case of any such redemption, with accrued interest, including
      any Additional Interest, to but excluding the date fixed as the Redemption
      Date.

     

    In
      addition, upon the occurrence and during the continuation of a Special Event
      or
      an Event of Default during the No Call Period, the Company may, at its option,
      upon not less than thirty (30) days’ nor more than sixty (60) days’ written
      notice to the Holders of the Securities (unless a shorter notice period shall
      be
      satisfactory to the Trustee), redeem this Security, in whole but not in part,
      subject to the terms and conditions of Article
      XI
      of the
      Indenture at a Redemption Price equal to one hundred seven and one half percent
      (107.5%) of the principal amount hereof, together, in the case of any such
      redemption, with accrued interest, including any Additional Interest, through
      but excluding the date fixed as the Redemption Date.

     

    In
      the
      event of redemption of this Security in part only, a new Security or Securities
      for the unredeemed portion hereof will be issued in the name of the Holder
      hereof upon the cancellation hereof. If less than all the Securities are to
      be
      redeemed, the particular Securities to be redeemed shall be selected not more
      than sixty (60) days prior to the Redemption Date by the Trustee from the
      Outstanding Securities not previously called for redemption, by such method
      as
      the Trustee shall deem fair and appropriate and which may provide for the
      selection for redemption of a portion of the principal amount of any
      Security.

     

    If
      the
      Company and the Trustee shall have received within thirty (30) days from the
      holders of the Preferred Securities’ receipt of a Significant Event Notice under
      the Indenture, written notice from at least 25% of the holders of the Preferred
      Securities electing to cause either the Defeasance (if during the No Call
      Period) or redemption (if after the expiration of the No Call Period), as
      applicable, of the Notes, then the Company shall (i) if such Significant Event
      occurs during the No Call Period, cause Article XIII of the Indenture to be
      applied to the Outstanding Securities, or (ii) if such Significant Event occurs
      after the expiration of the No Call Period, redeem the Notes pursuant to Section
      11.2 of the Indenture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Indenture permits, with certain exceptions as therein provided, the Company
      and
      the Trustee at any time to enter into a supplemental indenture or indentures
      for
      the purpose of modifying in any manner the rights and obligations of the Company
      and of the Holders of the Securities, with the consent of the Holders of not
      less than a majority in principal amount of the Outstanding Securities. The
      Indenture also contains provisions permitting Holders of specified percentages
      in principal amount of the Securities, on behalf of the Holders of all
      Securities, to waive compliance by the Company with certain provisions of the
      Indenture and certain past defaults under the Indenture and their consequences.
      Any such consent or waiver by the Holder of this Security shall be conclusive
      and binding upon such Holder and upon all future Holders of this Security and
      of
      any Security issued upon the registration of transfer hereof or in exchange
      herefor or in lieu hereof, whether or not notation of such consent or waiver
      is
      made upon this Security.

     

    No
      reference herein to the Indenture and no provision of this Security or of the
      Indenture shall alter or impair the obligation of the Company, which is absolute
      and unconditional, to pay the principal of and any premium, if any, and
      interest, including any Additional Interest (to the extent legally enforceable),
      on this Security at the times, place and rate, and in the coin or currency,
      herein prescribed.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Security is restricted to transfers to “Qualified
      Purchasers” (as such term is defined in the Investment Company Act of 1940, as
      amended,) and is registrable in the Securities Register, upon surrender of
      this
      Security for registration of transfer at the office or agency of the Company
      maintained for such purpose, duly endorsed by, or accompanied by a written
      instrument of transfer in form satisfactory to the Company and the Securities
      Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Securities, of like tenor,
      of authorized denominations and for the same aggregate principal amount, will
      be
      issued to the designated transferee or transferees.

     

    The
      Securities are issuable only in registered form without coupons in minimum
      denominations of $100,000 and any integral multiple of $1,000 in excess thereof.
      As provided in the Indenture and subject to certain limitations therein set
      forth, Securities are exchangeable for a like aggregate principal amount of
      Securities of like tenor in a different authorized denomination, as requested
      by
      the Holder surrendering the same.

     

    No
      service charge shall be made for any such registration of transfer or exchange,
      but the Company may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Company, the Trustee and any agent of the Company or the Trustee may treat
      the
      Person in whose name this Security is registered as the owner hereof for all
      purposes, whether or not this Security be overdue, and neither the Company,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Company and, by its acceptance of this Security or a beneficial interest herein,
      the Holder of, and any Person that acquires a beneficial interest in, this
      Security agree that, for United States federal, state and local tax purposes,
      it
      is intended that this Security constitute indebtedness.

     

    This
      Security shall be construed and enforced in accordance with and governed by
      the
      laws of the State of New York, without reference to its conflict of laws
      provisions (other than Section 5-1401 of the General Obligations
      Law).