Grant No. _____

                         NORTHSTAR REALTY FINANCE CORP.
                        2003 OMNIBUS STOCK INCENTIVE PLAN

                       FORM OF RESTRICTED STOCK AGREEMENT


                  THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made by
and between [insert name] ("Grantee") and NorthStar Realty Finance Corp., a
Maryland corporation (the "Company") (the Grantee and Company together, the
"Parties"), as of ________________, 20__.

                  WHEREAS, Grantee is currently employed by the [Company,
Company's Parent or Company's Subsidiary](1); and

                  WHEREAS, the Company has adopted the NorthStar Realty Finance
Corp. 2003 Omnibus Stock Incentive Plan (the "Plan"), which provides for awards
of restricted stock to selected officers, directors, employees, consultants and
advisors;

                  WHEREAS, on ________________, 20__ (the "Date of Grant"), the
[Board of Directors (the "Board")](2) of the Company awarded the Grantee
[__________] shares of the Company's common stock, par value $0.01 per share
("Common Stock"), pursuant to, and subject to the terms and provisions of the
Plan.

                  NOW, THEREFORE, the Parties hereto agree as follows:

1.       Grant of Restricted Stock. Company hereby awards to Grantee [ ] shares
         of restricted stock and Grantee hereby accepts such shares of the
         Company's Common Stock, pursuant to and subject to the terms and
         provisions of the Plan and this Agreement (the "Restricted Stock").

2.       Definitions. Any capitalized terms not otherwise defined in this
         Agreement shall have the definitions set forth in the Plan.

3.       Escrow of Restricted Stock. To insure the availability for delivery of
         the Grantee's Restricted Stock, the Grantee hereby appoints the
         Secretary of the Company, or any other person designated by the Company
         as escrow agent, as its attorney-in-fact to assign and transfer unto
         the Company such Restricted Stock, if any, forfeited by the Grantee
         pursuant to Section 6 below and shall, upon execution of this
         Agreement, deliver and deposit with the Secretary of the Company, or
         such other person


--------
1 For grants to Non-Employee Directors or to other non-employees, replace this
sentence with:

WHEREAS, Grantee is providing services to the [Company, Company's Parent or
Company's Subsidiary]; and

2 or Committee appointed by the Board of Directors











         designated by the Company, the share certificates representing the
         Restricted Stock, together with the stock assignment duly endorsed in
         blank, attached hereto as Exhibit A. The Restricted Stock and stock
         assignment shall be held by the Secretary in escrow, pursuant to the
         Joint Escrow Instructions of the Company and the Grantee attached as
         Exhibit B, until the Restricted Period (as defined below) has lapsed
         with respect to the shares of Restricted Stock, or until such time as
         this Agreement no longer is in effect. Upon such time as the Restricted
         Period has lapsed pursuant to the schedule set forth in Section 4 below
         and subject to the forfeiture provisions of Section 6 below, the escrow
         agent shall promptly deliver to the Grantee the certificate or
         certificates representing such shares in the escrow agent's possession
         belonging to the Grantee in accordance with the terms of the Joint
         Escrow Instructions, and the escrow agent shall be discharged of all
         further obligations hereunder; provided, however, that the escrow agent
         shall nevertheless retain such certificate or certificates if so
         required pursuant to other restrictions imposed pursuant to this
         Agreement.

4.       Restrictions and Restricted Period.
         ----------------------------------

            a)    Restrictions. Shares of Restricted Stock granted hereunder may
                  not be sold, transferred, pledged, hypothecated, assigned or
                  otherwise disposed of and shall be subject to a risk of
                  forfeiture as described in Section 6 below until the lapse of
                  the Restricted Period (as defined below).

            b)    Restricted Period. Unless the Restricted Period is previously
                  terminated pursuant to Section 6 of this Agreement, the
                  restrictions set forth above shall lapse and the shares of
                  Restricted Stock shall become fully and freely transferable
                  (provided, that such transfer is otherwise in accordance with
                  federal and state securities laws) and non-forfeitable as to
                  [1/36 of the shares of Restricted Stock (rounded down to the
                  nearest whole share) on the [__] day of each month, beginning
                  [Insert the first month after the Date of Grant]] (the
                  "Restricted Period"). Notwithstanding anything to the
                  contrary, the release of the shares of Restricted Stock
                  hereunder shall be conditioned upon Grantee making adequate
                  provision for federal, state or other tax withholding
                  obligations, if any, which arise upon the release of the
                  shares from the Restricted Period (unless a Section 83(b)
                  election has been filed), whether by withholding, direct
                  payment to the Company, or otherwise.

5.       Rights of a Stockholder. From and after the Date of Grant and for so
         long as the Restricted Stock is held by or for the benefit of the
         Grantee, the Grantee shall have all the rights of a stockholder of the
         Company with respect to the Restricted Stock, including, but not
         limited to, the right to receive dividends and the right to vote such
         shares.

6.       Cessation of Employment. In the event of the Grantee's termination of
         employment, cessation of consulting relationship or cessation of
         service for any





         reason, the shares of Restricted Stock and any and all accrued but
         unpaid dividends that at that time have not been released from the
         Restricted Period, shall be forfeited to the Company without payment of
         any consideration by the Company, and neither the Grantee nor any of
         his successors, heirs, assigns, or personal representatives shall
         thereafter have any further rights or interests in such shares of
         Restricted Stock or certificates. In the event Grantee becomes a
         consultant, advisor or Non-Employee Director, such change in status
         shall not be deemed a termination of employment or service with the
         Company at the time of such change in status.

7.       Certificates. Restricted Stock granted herein may be evidence in such
         manner as the Administrator shall determine. If certificates
         representing Restricted Stock are registered in the name of the
         Grantee, then the Company shall retain physical possession of the
         certificate.

8.       Legends. All certificates representing any of the shares of Restricted
         Stock subject to the provisions of this Agreement shall have endorsed
         thereon the following legend:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                  CERTAIN RESTRICTIONS UPON TRANSFER AS SET FORTH IN AN
                  AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF THE SHARES, A
                  COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
                  COMPANY."

9.       Tax Consequences. Set forth below is a brief summary as of the date of
         grant of certain United States federal tax consequences of the award of
         the Restricted Stock. THIS SUMMARY DOES NOT ADDRESS SPECIFIC STATE,
         LOCAL OR FOREIGN TAX CONSEQUENCES THAT MAY BE APPLICABLE TO GRANTEE.
         GRANTEE UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND
         THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.

                  The Grantee shall recognize ordinary income at the time or
         times the restrictions lapse with respect to the shares of Restricted
         Stock that have been released from the Restricted Period in an amount
         equal to the fair market value of such shares on each such date and the
         Company shall be required to collect all the applicable withholding
         taxes with respect to such income. The obligations of the Company under
         the Plan are conditioned on your making arrangements for the payment of
         any such taxes.

10.      Section 83(b) Election. The Grantee hereby acknowledges that he has
         been informed that, with respect to the grant of Restricted Stock, an
         election may be filed by the Grantee with the Internal Revenue Service,
         within 30 days of the Date of Grant, electing pursuant to Section 83(b)
         of the Internal Revenue Code of 1986,




         as amended, to be taxed currently on the fair market value of the
         Restricted Stock on the Date of Grant.

         THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE'S SOLE RESPONSIBILITY
         AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b)
         OF THE CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS
         REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE'S BEHALF.

         BY SIGNING THIS AGREEMENT, THE GRANTEE REPRESENTS THAT HE HAS REVIEWED
         WITH HIS OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX
         CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
         THAT HE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR
         REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE GRANTEE
         UNDERSTANDS AND AGREES THAT HE (AND NOT THE COMPANY) SHALL BE
         RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE
         TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

11.      Termination of this Agreement.  Upon termination of this Agreement, all
         rights of the Grantee hereunder shall cease.

12.      Miscellaneous.

            a)    Notices. All notices and other communications under this
                  Agreement shall be in writing and shall be given by facsimile
                  or first class mail, certified or registered with return
                  receipt requested, and shall be deemed to have been duly given
                  three days after mailing or 24 hours after transmission by
                  facsimile to the respective parties named below at the
                  following addresses or at such other addresses as a party may
                  designate by ten day's advance written notice to each of the
                  other parties hereto:

          If to Company:        NorthStar Realty Finance Corp.
                                527 Madison Avenue, 16th Floor
                                New York, NY 10022
                                Facsimile: 212-319-4557
                                Attention:  David Hamamoto

          If to the Grantee:    [insert name]
                                [insert address]
                                Facsimile: [insert number]

            b)    Failure to Enforce Not a Waiver. The failure of the Company or
                  the Grantee to enforce at any time any provision of this
                  Agreement shall in no way be construed to be a waiver of such
                  provision or of any other provision hereof.



            c)    Governing Law. This Agreement shall be governed by and
                  construed according to the laws of the State of New York,
                  without giving effect to the conflict of laws principles
                  thereof.

            d)    Amendments. This Agreement may be amended or modified at any
                  time by an instrument in writing signed by the Parties.

            e)    Agreement Not a Contract of Employment. Neither the grant of
                  Restricted Stock, this Agreement nor any other action taken in
                  connection herewith shall constitute or be evidence of any
                  agreement or understanding, express or implied, that the
                  Grantee is an employee of the Company or any subsidiary of the
                  Company.

            f)    Entire Agreement; Plan Controls. This Agreement and the Plan
                  contain the entire understanding and agreement of the Parties
                  concerning the subject matter hereof, and supersede all
                  earlier negotiations and understandings, written or oral,
                  between the Parties with respect thereto. This Agreement is
                  made under and subject to the provisions of the Plan, and all
                  of the provisions of the Plan are hereby incorporated by
                  reference into this Agreement. In the event of any conflict
                  between the provisions of this Agreement and the provisions of
                  the Plan, the provisions of the Plan shall govern. By signing
                  this Agreement, the Grantee confirms that he has received a
                  copy of the Plan and has had an opportunity to review the
                  contents thereof.

             g)   Construction. The Administrator shall have final authority to
                  interpret and construe the Plan and this Agreement and to make
                  any and all determinations thereunder, and its decision shall
                  be binding and conclusive upon all persons in respect of any
                  questions arising under the Plan or this Agreement.

             h)   Captions. The captions and headings of the sections and
                  subsections of this Agreement are included for convenience
                  only and are not to be considered in construing or
                  interpreting this Agreement.

             i)   Counterparts. This Agreement may be executed in counterparts,
                  each of which when signed by the Company or the Grantee will
                  be deemed an original and all of which together will be deemed
                  the same agreement.

             j)   Assignment. The Company may assign its rights and delegate its
                  duties under this Agreement. If any such assignment or
                  delegation requires consent of any state securities
                  authorities, the parties agree to cooperate in requesting such
                  consent. This Agreement shall inure to the benefit of the
                  successors and assigns of the Company and, subject to the
                  restrictions on transfer herein set forth, be binding upon the
                  Grantee, his heirs, executors,





                  administrators, successors and assigns.

              k)  Severability. This Agreement will be severable, and the
                  invalidity or unenforceability of any term or provision hereof
                  will not affect the validity or enforceability of this
                  Agreement or of any other term or provision hereof.
                  Furthermore, in lieu of any invalid or unenforceable term or
                  provision, the Parties intend that there be added as a part of
                  this Agreement a valid and enforceable provision as similar in
                  terms to such invalid or unenforceable provision as may be
                  possible.





















               (The bottom of this page intentionally left blank)










                  IN WITNESS WHEREOF, the Parties have executed this Agreement
on the day and year first above written.

         NORTHSTAR REALTY FINANCE CORP.

         By__________________________
           [Name]
           [Title]

         The undersigned hereby accepts and agrees to all the terms and
         provisions of the foregoing Agreement.


         ---------------------------



         ----------------------------


                     ------
                  Number of Shares


                        -----------------------------------


                        -----------------------------------
                                    Address





                                                                EXHIBIT A

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

                  FOR VALUE RECEIVED, [insert name] (the "Grantee") hereby
         assigns and transfers unto NorthStar Realty Finance Corp., a Maryland
         corporation (the "Company"), [______] shares of Company's common stock,
         par value $0.01 per share (the "Common Stock"), standing in his name on
         the books of said corporation represented by Certificate No. _________
         herewith and does hereby irrevocably constitute and appoint
         ____________________________ to transfer the said stock on the books of
         the within named corporation with full power of substitution in the
         premises.

                  This Assignment Separate from Certificate may be used only in
         accordance with the Restricted Stock Agreement (the "Agreement") of the
         Company and the undersigned dated [______].


         Dated: ________________, 20__      Signature:_________________________






         INSTRUCTIONS: Please do not fill in any blanks other than the signature
         line. The purpose of this Assignment Separate from Certificate is to
         return the shares to the Company in the event the Grantee forfeits any
         of such shares as set forth in the Agreement, without requiring
         additional signatures on the part of the Grantee. This Assignment
         Separate from Certificate must be delivered to the Company with the
         above Certificate No. _____.





                                                              EXHIBIT B

                            JOINT ESCROW INSTRUCTIONS


                                                                 [Date]

NorthStar Realty Finance Corp.
527 Madison Avenue, 16th Floor
New York, NY 10022

Attention:  David Hamamoto

Dear [Insert Name]:

         As escrow agent for both NorthStar Realty Finance Corp., a Maryland
corporation (the "Company"), and [insert name] ("Grantee") of the Company's
common stock, par value $0.01 per share (the "Shares") you are hereby authorized
and directed to hold the documents delivered to you pursuant to the terms of
that certain Restricted Stock Agreement between the Company and Grantee, dated
[______] (the "Agreement"), in accordance with the instructions set forth below.
Except as otherwise expressly set forth herein, these instructions shall be
construed in accordance with the provisions of the Agreement and any capitalized
terms not otherwise defined herein shall have the definitions set forth in the
Agreement.

         1. In the event that the Grantee forfeits any Shares pursuant to the
Agreement, you are directed (a) to date the Assignment Separate From Certificate
necessary for the transfer to the Company, (b) to fill in the number of Shares
being transferred, and (c) to deliver same, together with the certificate
evidencing the Shares to be transferred, to the Company or its assignee.

         2. Grantee hereby irrevocably authorizes the Company to deposit with
you any certificates evidencing the Shares to be held by you hereunder and any
additions and substitutions to said Shares as set forth in the Agreement.
Grantee does hereby irrevocably constitute and appoint you as Grantee's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such Shares all documents necessary or appropriate to make such Shares
negotiable and to complete any transaction herein contemplated, including but
not limited to, the filing with any applicable state blue sky authority of any
required applications for consent to, or notice of transfer of, the Shares.
Subject to the provisions of this Section 2, Grantee shall exercise all rights
and privileges of a shareholder of the Company while the stock is being held by
you.

         3. Upon written request of the Grantee, unless the Grantee has
forfeited Shares pursuant to Section 6 of the Agreement, you will deliver to
Grantee a certificate or certificates representing the aggregate number of
Shares that are not then subject to the Restricted Period. Within [ ] days after
Grantee's termination of employment by any of






the Company, the Parent or a Subsidiary (each as defined in the Company's 2003
Omnibus Stock Incentive Plan) or cessation of consulting relationship with or
cessation of service to any such entity, you will deliver to Grantee, or
Grantee's representative, as the case may be, a certificate or certificates
representing the aggregate number of Shares held or issued pursuant to the
Agreement and not forfeited to the Company or its assignees pursuant to the
Agreement.

         4. If at the time of termination of this escrow you should have in your
possession any documents, securities, or other property belonging to Grantee,
you shall deliver all of the same to Grantee and shall be discharged of all
further obligations hereunder.

         5. Your duties hereunder may be altered, amended, modified or revoked
only by a writing signed by all of the parties hereto.

         6. You shall be obligated only for the performance of such duties as
are specifically set forth herein and may rely and shall be protected in relying
or refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact for Grantee while acting in good faith, and
any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith.

         7. You are hereby expressly authorized to disregard any and all
warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law and are hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case you obey or comply with any such order, judgment or decree, you
shall not be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.

         8. You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

         9. You shall not be liable for the outlawing of any rights under the
applicable statute of limitations with respect to these Joint Escrow
Instructions or any documents deposited with you.

         10. You shall be entitled to employ such legal counsel and other
experts as you may deem necessary and proper to advise you in connection with
your obligations hereunder, may rely upon the advice of such counsel, and may
pay such counsel reasonable compensation therefor.

         11. Your responsibilities as escrow agent hereunder shall terminate if
you





shall cease to be an officer or agent of the Company or if you shall resign
by written notice to each party. In the event of any such termination, the
Company shall appoint a successor escrow agent.

         12. If you reasonably require other or further instruments in
connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.

         13. It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the
securities held by you hereunder, you are authorized and directed to retain in
your possession without liability to anyone all or any part of said securities
until such disputes shall have been settled either by mutual written agreement
of the parties concerned or by a final order decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.

         14. All notices and other communications under these Joint Escrow
Instructions shall be in writing and shall be given by facsimile or first class
mail, certified or registered with return receipt requested, and shall be deemed
to have been duly given three days after mailing or 24 hours after transmission
by facsimile to the respective parties named below at the following addresses or
at such other addresses as a party may designate by ten day's advance written
notice to each of the other parties hereto:

If to Company or to the
escrow agent:                       NorthStar Realty Finance Corp.
                                    527 Madison Avenue, 16th Floor
                                    New York, NY 10022
                                    Facsimile: 212-319-4557
                                    Attention:  David Hamamoto

If to the Grantee:
                                    [insert name]
                                    [insert address]
                                    Facsimile: [insert number]

         15. By signing these Joint Escrow Instructions, you become a party
hereto only for the purpose of said Joint Escrow Instructions; you do not become
a party to the Agreement.

         16. This instrument shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permitted assigns.

         17. These Joint Escrow Instructions shall be governed by the internal
substantive laws,








but not the choice of law rules, of the State of New York.


GRANTEE:                                    NORTHSTAR REALTY FINANCE CORP.


----------------------------                --------------------------------
Signature                                   By

----------------------------                --------------------------------
Print Name                                  Title

----------------------------

----------------------------
Residence Address


ESCROW AGENT

[Name]
[Corporate Secretary]







                                                                  EXHIBIT C

                          ELECTION UNDER SECTION 83(B)
                      OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income
for the current taxable year the amount of any compensation taxable to taxpayer
in connection with taxpayer's receipt of the property described below:

1. The name address, taxpayer identification number and taxable year of the
undersigned are as follows:

NAME OF TAXPAYER: __________________________________________________

NAME OF SPOUSE:   __________________________________________________

ADDRESS:          __________________________________________________

IDENTIFICATION NO. OF TAXPAYER:             _____________________________

IDENTIFICATION NO. OF SPOUSE:       _____________________________

TAXABLE YEAR:     _____________________________

2. The property with respect to which the election is made is described as
follows: _______ shares (the "Shares") of the Common Stock of NorthStar Realty
Finance Corp. (the "Company").

3. The date on which the property was transferred is: ________________, 20__.

4. The property is subject to the following restrictions:

The Shares may not be transferred and are subject to forfeiture under the terms
of an agreement between the taxpayer and the Company. These restrictions lapse
upon the satisfaction of certain conditions in such agreement.

5. The fair market value at the time of transfer, determined without regard to
any restriction other than a restriction which by its terms will never lapse, of
such property is: $ ______________.

6. The amount (if any) paid for such property is: $ ______________.

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-



described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.


Dated: _________________, 200_      ________________________________________
                                    Taxpayer

The undersigned spouse of taxpayer joins in this election.

Dated: _________________, 200_      ________________________________________
                                    Spouse of Taxpayer