Case Doc 322 Filed 10/02/14 Page 1 of 5. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND (Baltimore Division)

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1 Case Doc 322 Filed 10/02/14 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND (Baltimore Division) In re: * Capital Trust Holdings, Inc. * (f/k/a First Mariner Bancorp) Case No: DER * (Chapter 11) Debtor. * * * * * * * * * * * * * LINE FILING PROPOSED STIPULATION AND CONSENT ORDER GRANTING THE SECOND INTERIM APPLICATION OF KIRKLAND & ELLIS LLP, AS ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR SERVICES RENDERED AND EXPENSES INCURRED FROM MAY 1, 2014 THROUGH JULY 31, 2014 The Official Committee of Unsecured Creditors of Capital Trust Holdings, Inc. (f/k/a First Mariner Bancorp) (the Committee ), by their respective undersigned counsel, hereby files the attached proposed Stipulation and Consent Order Granting the Second Interim Application of Kirkland & Ellis LLP, as Attorneys for the Official Committee of Unsecured Creditors for Allowance of Compensation and Reimbursement of Expenses for Services Rendered and Expenses Incurred from May 1, 2014 Through July 31, 2014 (the Interim Fee Application ) [Docket No. 301; August 29, 2014]. Dated: October 2, 2014 /s/ Jeffrey W. Gettleman KIRKLAND & ELLIS LLP David R. Seligman, P.C., Esquire (admitted pro hac vice) Jeffrey W. Gettleman, Esquire (admitted pro hac vice) 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) david.seligman@kirkland.com jeffrey.gettleman@kirkland.com Counsel for the Official Committee of Unsecured Creditors /s/ Daniel J. Zeller Joel I. Sher, Bar No Daniel J. Zeller, Bar No SHAPIRO SHER GUINOT & SANDLER 36 South Charles Street, 20 th Floor Baltimore, MD (410) jis@shapirosher.com djz@shapirosher.com Co-Counsel for the Official Committee of Unsecured Creditors

2 Case Doc 322 Filed 10/02/14 Page 2 of 5 CERTIFICATE OF SERVICE I HEREBY CERTIFY that on this 2nd day of October, 2014, notice of filing of the Line Filing the Proposed Stipulation and Consent Order Granting the Second Interim Application of Kirkland & Ellis LLP, as Attorneys for the Official Committee of Unsecured Creditors for Allowance of Compensation and Reimbursement of Expenses for Services Rendered and Expenses Incurred from May 1, 2014 Through July 31, 2014 was sent electronically to those parties listed on the ECF docket as being entitled to such electronic notice, and a copy of the Line and Proposed Stipulation was mailed first class, postage pre-paid to the parties listed below and on the attached service list. Joshua K. Brody, Esquire KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, NY Gerard R. Vetter, Esquire Edmund A. Goldberg, Esquire OFFICE OF THE UNITED STATES TRUSTEE 101 W. Lombard St., Ste Baltimore, MD David R. Seligman, Esquire Jeffrey Gettleman, Esquire KIRKLAND & ELLIS, LLP 300 North LaSalle Chicago, IL Richard L. Wasserman, Esquire VENABLE LLP 750 East Pratt Street, Ste. 900 Baltimore, MD /s/ Daniel J. Zeller Daniel J. Zeller 2

3 Case Doc 322 Filed 10/02/14 Page 3 of 5 SERVICE LIST First Mariner Bank Attn: Joseph F. Howard Sr. Vice President, General Counsel 1501 South Clinton Street Baltimore, Maryland Wells Fargo Bank, NA, Trustee f/b/o Mariner Capital Trust III 919 Market Street, Suite 700 Wilmington, Delaware Wells Fargo Bank, NA, Trustee f/b/o Mariner Capital Trust VI 919 Market Street, Suite 700 Wilmington, Delaware Wilmington Trust Company, Trustee f/b/o Mariner Capital Trust VII Rodney Square N 1100 N. Market Street Wilmington, Delaware IRS Special Procedures, Insolvency Unit 31 Hopkins Plaza, Room 1150 Baltimore, Maryland Federal Reserve Bank of Richmond Attn: Richard Gilbert 701 East Byrd Street Richmond, VA The Bank of New York, Trustee f/b/o Mariner Capital Trustee II 200 White Clay Center Drive White Clay Center, Route 273 Newark, Delaware The Bank of New York, Trustee f/b/o Mariner Capital Trustee IV 200 White Clay Center Drive White Clay Center, Route 273 Newark, Delaware Wilmington Trust Company, Trustee f/b/o Mariner Capital Trust V Rodney Square N 1100 N. Market Street Wilmington, Delaware Internal Revenue Service P.O. Box 7346 Philadelphia, PA Federal Deposit Insurance Corp. Attn: Julie Howland 350 Fifth Avenue New York, NY Comptroller of Maryland Compliance Division 110 Carroll Street Annapolis, Maryland Arent Fox LLP Attention: Andrew I. Silfen 1675 Broadway New York, New York Arent Fox LLP Attention: Jeffrey N. Rothleder 1717 K Street, N.W. Washington, D.C

4 Case Doc 322 Filed 10/02/14 Page 4 of 5 Cadwalader Wickersham & Taft LLP Attention: Andrew Lom One World Financial Center New York, New York Commission of Financial Regulation Attn: Mark Kaufman, Commissioner 500 North Calvert Street, Suite 401 Baltimore, Maryland Emmet, Marvin & Martin, LLP Attention: Edward Zujkowski and Thomas Pitta 120 Broadway 32nd Floor New York, New York Lawrence J. Yumkas, Esquire Counsel for Debtor Yumkas, Vidmar & Sweeney, LLC Wincopin Circle, Suite 500 Columbia, Maryland David R. Seligman, Esquire Jeffrey Gettleman, Esquire Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois Sandler O Neill & Partners LP Attention: Edward S. Stein 1251 Avenue of the Americas, 6th Floor New York, New York Cohen & Company Financial Mgmt LLC Attention: Peter Addai, as Manager for Alesco Preferred Funding I, L Cira Centre, 2929 Arch Street, 17th Fl. Philadelphia, Pennsylvania Covington & Burling LLP Attention: Michael P. Reed 1201 Pennsylvania Avenue, NW Washington, D.C Eton Park Capital Management L.P 399 Park Avenue, 10th Floor New York, New York Gary R. Bronstein, Esquire Joel Rappoport, Esquire Kilpatrick Townsend & Stockton LLP th Street, NW Suite 900 Washington, D.C Reed Smith LLP Attention: Eric Schaffer/Jared Roach 225 Fifth Avenue Pittsburgh, Pennsylvania Skadden Arps Attention: Brian D. Christiansen 1440 New York Avenue, N.W. Washington, D.C Trapeza CDO II, LLC Attention: Carolyn Thagard 441 Vine Street, Suite 1300 Cincinnati, Ohio Robert T. Schmidt, Esquire Joshua K. Brody, Esquire Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York Wachtell, Lipton, Rosen & Katz Attention: Richard K. Kim 51 West 52nd Street New York, New York Jan I. Berlage, Esquire Counsel for Hildene Capital Management, LLC Gohn, Hankey & Stichel, LLP 201 North Charles Street, Suite 2101 Baltimore, Maryland

5 Case Doc 322 Filed 10/02/14 Page 5 of 5 Edmund A. Goldberg, Esquire Office of U.S. Trustee 101 West Lombard Street, Suite 2625 Baltimore, Maryland Jeffrey Neil Rothleder, Esquire Counsel for Wilmington Trust Company Arent Fox LLP 1717 K Street NW Washington, D.C Dennis J. Shaffer, Esquire Counsel for Edwin F. Hale, Sr. Whiteford Taylor Preston, LLP 7 Saint Paul Street Baltimore, Maryland Thomas Angelo Pitta, Esquire Counsel for Bank of New York Mellon Emmet Marvin & Martin LLP 120 Broadway New York, New York Martin H. Schreiber, II, Esquire Counsel for Bank of New York Mellon Law Office of Martin H Schreiber II, LLC 3600 Clipper Mill Road, Suite 201 Baltimore, Maryland Richard Wasserman, Esquire Counsel for RKJS Bank Venable LLP 750 East Pratt Street, Suite 900 Baltimore, Maryland Andrew M. Weiner, Esquire Counsel for National Penn Bank Reed Smith LLP 1301 K Street NW Suite East Tower Washington, D.C

6 Case Doc Filed 10/02/14 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND (Baltimore Division) In re: * Capital Trust Holdings, Inc. (f/k/a First Mariner Bancorp) * Case No: DER (Chapter 11) * Debtor * * * * * * * * * * * * * * * STIPULATION AND CONSENT ORDER GRANTING THE SECOND INTERIM APPLICATION OF KIRKLAND & ELLIS LLP, AS ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR SERVICES RENDERED AND EXPENSES INCURRED FROM MAY 1, 2014 THROUGH JULY 31, 2014 Kirkland & Ellis LLP ( K&E ) and Judy A. Robbins, United States Trustee for Region Four (the U.S. Trustee ), by their respective undersigned counsel, do hereby enter into this Stipulation and Consent Order: WHEREAS, on August 29, 2014, K&E filed the Second Interim Application of Kirkland & Ellis LLP, as Attorneys for the Official Committee of Unsecured Creditors for Allowance of Compensation and Reimbursement of Expenses for Services Rendered and Expenses Incurred from May 1, 2014 through July 31, 2014 [Docket No. 301] (the Interim Fee Application ); WHEREAS, on September 11, 2014, the U.S. Trustee filed the United States Trustee s KE

7 Case Doc Filed 10/02/14 Page 2 of 3 Objection to Kirkland & Ellis, LLP s Second Interim Fee Application [Docket No. 309] (the U.S. Trustee Objection ); WHEREAS, in the interest of fully resolving the issues raised in the U.S. Trustee Objection, K&E has provided to the U.S. Trustee additional explanation of the fees and expenses sought in the Interim Fee Application and has agreed to reduce the amount of fees and expenses sought in the Interim Fee Application as set forth herein; WHEREAS, the U.S. Trustee has advised K&E that it wishes to reserve consideration of the amounts sought by all estate professionals with respect to any fees or expenses sought with respect to the matters related to the Debtor s Plan of Reorganization, the Disclosure Statement, Plan, and the Confirmation of the Plan; WHEREAS, the U.S. Trustee and K&E have arrived at a mutually agreeable resolution of the issues raised in the U.S. Trustee Objection; and WHEREAS, the deadline to object to the Fee Application has passed, and counsel to the Debtors has confirmed that this Stipulation and Consent Order, which has been shared with Counsel to the Debtors, resolves any objections that the Debtors might have regarding the Interim Fee Application; NOW, THEREFORE, it is hereby Agreed, Stipulated and Ordered that: 1. K&E hereby agrees and its Interim Fee Application is reduced with respect to: (i) the amount of fees sought for Project Categories 9 and 10 in its Interim Fee Application by an aggregate amount of $33, and (ii) all expenses sought by a total $5, After giving effect to these reductions, the total allowed amount of K&E s Interim Fee Application is $173, in fees and $5, in expenses; 2. K&E shall not be required to file an amended interim fee application; KE

8 Case Doc Filed 10/02/14 Page 3 of 3 3. For the purpose of the Interim Fee Application, the entry of this Stipulation and Consent Order resolves all issues raised in the U.S. Trustee Objection, excluding Project Category 3 of the Interim Fee Application, for which the U.S. Trustee reserves all rights regarding Project Category 3 (Disclosure Statement, Plan, Confirmation) pending the filing of final fee applications in this Case; and 4. K&E s Interim Fee Application is GRANTED, as modified herein. CONSENTED TO: Dated: October 2, 2014 /s/ Jeffrey W. Gettleman KIRKLAND & ELLIS LLP /s/ Gerard R. Vetter Gerard R. Vetter, David R. Seligman, P.C., Esquire (admitted pro hac vice) Assistant U.S. Trustee 101 West Lombard Street, Suite 2625 Jeffrey W. Gettleman, Esquire Baltimore, Maryland (admitted pro hac vice) Telephone: (410) North LaSalle gerard.r.vetter@usdoj.gov Chicago, Illinois Telephone: (312) Facsimile: (312) david.seligman@kirkland.com jeffrey.gettleman@kirkland.com Counsel for the Official Committee of Unsecured Creditors Counsel for Judy A. Robbins, United States Trustee for Region Four I HEREBY CERTIFY that the terms of the copy of the stipulation submitted to the Court are identical to those set forth in the original stipulation; and the signatures represented by the /s/ on this copy reference the signatures of the consenting parties on the original stipulation. /s/ Jeffrey W. Gettleman Jeffrey W. Gettleman KE