Disclosure Committee Charter

PURPOSE:
The purpose of the Disclosure Committee (the "Committee") of iStar Financial Inc. (the "Company") is to oversee the Company’s system of disclosure controls and procedures and its internal controls. Specifically, the Committee will assist the Company’s senior management, the Board of Directors (the “Board”) and the Audit Committee of the Board in connection with:
(1) Establishing, maintaining, reviewing and evaluating the Company’s controls and procedures designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Securities and Exchange Act of 1934, as amended (the “1934 Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”); and
(2) Evaluating the Company’s internal controls designed to provide reasonable assurance regarding reliability of financial reporting, effectiveness and efficiency of operations and compliance with applicable laws and regulations.

MEMBERSHIP:
The Committee shall be comprised of members of senior management designated by the Chief Executive Officer. Members of the Committee shall serve at the pleasure of the Chief Executive Officer. The members may, in their discretion, select one of the members of the Committee to act as chairman.

DUTIES AND RESPONSIBILITIES:
The Committee shall have the following duties and responsibilities:

A. At least quarterly (prior to the filing of any required SEC certifications pertaining to the Company’s controls and procedures), to meet to (1) review and evaluate the Company’s system of disclosure controls and procedures and its internal controls, and (2) discuss any material issues relative to internal controls, reporting systems, other processes and procedures intended to assure the integrity and reliability of the Company’s financial and operating information, and the Company’s disclosure obligations.

B. To oversee the performance of the Company’s internal audit function in accordance with professional standards of conduct and applicable legal and regulatory requirements.

C. To assist the Company’s Chief Executive Officer and Chief Financial Officer in connection with providing the certifications required under the Securities Exchange Act of 1934, and the rules promulgated thereunder, including without limitation reporting to the Chief Executive Officer and Chief Financial Officer with respect to the adequacy of the Company’s internal controls, management reporting systems and the integrity and reliability of the Company’s financial and operating information, in order for timely decisions to be made regarding required disclosure.

D. To meet with other members of senior management, other Company personnel responsible or involved in the Company’s internal audit function, the Audit Committee and the Company’s independent auditors, as appropriate or necessary, to review the Company’s internal controls with respect to the financial portions of the Company’s reports and, with respect to the non-financial portions of the Company’s reports, to evaluate the processes by which information is collected and processed to ensure that material information is disclosed on a timely basis in accordance with applicable legal and regulatory requirements.

E. To meet separately, on a periodic basis, with Company personnel responsible or involved in the Company’s internal audit function.

MINUTES:
Minutes will be kept of each meeting of the Committee and will be provided, on request, to any member of the Board. Any action of the Committee shall be subject to revision, modification, rescission, or alteration by the Audit Committee or the Board, provided that no rights of third parties shall be affected by any such revision, modification, rescission, or alteration.

AMENDMENTS:
This Disclosure Committee Charter may be amended in whole or in part with the approval of the Audit Committee of the Board.