AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT ("AGREEMENT") is
entered into effective as of JANUARY 16, 2007 (the "EFFECTIVE DATE") by and between CENTERLINE
CAPITAL GROUP, INC., A DELAWARE CORPORATION (the "COMPANY"), and NICHOLAS A. C.
MUMFORD ("EXECUTIVE"). In addition, this Agreement is being executed by the Company's ultimate parent
company, CENTERLINE HOLDING COMPANY, a Delaware statutory trust ("CENTERLINE"), for
purposes of guaranteeing performance by the Company as set forth in Section 10(k) herein. Certain capitalized
terms used in this Agreement are used with the definitions ascribed to them on the attached EXHIBIT A, which is
incorporated into this Agreement by this reference.
The Company and Executive have previously entered into an Executive Employment Agreement (the
"EMPLOYMENT AGREEMENT") dated as of January 16, 2007. Effective as of the date hereof, the Company
has amended its Salary, Discretionary Bonus, Long Term Disability, Severance Pay, total disability policy,
provision regarding termination without Cause and Resignation for Good Reason and Change in Control
provision. As a result thereof, the parties hereto wish to amend and restate the Employment Agreement as
WHEREAS, the parties desire to enter into an employment relationship on the terms and conditions set forth
THEREFORE, the parties, intending to be legally bound, agree as follows:
1. EMPLOYMENT. The Company will employ Executive, and Executive will be employed by the Company,
during the Employment Period on and subject to the terms and conditions contained in this Agreement. The
"EMPLOYMENT PERIOD" is the period commencing on the Effective Date and continuing for a period of three
(the "Initial Term") with automatic renewals thereafter for successive one (1) year periods unless terminated as
provided in this Agreement.
2. DUTIES. During the Employment Period, Executive will work for the Comp