**Exhibit 10.44**

 

**FIRST AMENDMENT**

**TO**

**CRIIMI MAE INC. DEFERRED COMPENSATION PLAN**

 

The CRIIMI MAE Inc. Deferred Compensation Plan is amended as followseffective as of January 1, 2005:

 

1.                                       Section10(a) entitled “Commencement of Payment” is amended to add as the last sentencethereof the following:

 

Notwithstanding this Section 10(a) andSection 10(d), payments to a “key” employee, as defined in Code Section 416(i) without regard to paragraph (5) thereof, shall not bemade or commence until the last business day of the second calendar quarterafter the Participant incurs a Termination of Service other than by reason of death.

 

2.                                       Section10(f) entitled “Emergency Payments” is amended to add as the last sentencethereof the following:

 

Notwithstanding the above, the term “unforeseeableemergency” shall be interpreted consistent with any regulations or rulingspromulgated under Code Section 409A(a)(2)(B)(ii).

 

3.                                       Section10(g) entitled “Payments following a Change in Control” is deleted in itsentirety and the following is substituted.

 

(g)                                 Vesting following aChange in Control.  Unless the Boardshall determine otherwise at the time of the grant of a Restricted Stock Unit,the Restricted Stock Unit (and any dividend equivalents attributable to same) tothe extent not then vested shall become one hundred percent (100%) vestedimmediately prior to a Change in Control. The grant agreement evidencing the Restricted Stock Unit shall set forthany such provisions.

 

4.                                       Section11(b) is deleted in its entirety and the following is substituted:

 

(b)                                 Except as providedotherwise in the Plan, in the event of the liquidation or dissolution of theCompany or a merger or consolidation of the Company (a “Transaction”), eachParticipant shall be entitled to receive in respect of each Share subject toany outstanding Restricted Stock Unit upon payment, the same number and kind ofstock, securities, cash, property or other consideration that each holder of aShare was

 

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entitled to receive in the Transaction in respect of a Share; provided,however, that such stock, securities, cash, property, or other considerationshall remain subject to all of the conditions, restrictions and performancecriteria which were applicable to the Restricted Stock Unit prior to suchTransaction (unless the Restricted Stock Units have then become 100% vestedunder Section 10(g)).

 

5.                                       Thelast sentence of Section 13 is deleted and the following sentence issubstituted:

 

Notwithstanding the foregoing, to the extentset forth in the agreement evidencing a transaction resulting in a Change inControl, or to the extent determined by the Board in its sole discretion, allRestricted Stock Units that are outstanding upon a Change in Control whichmeets the requirements of section IV(B) of IRS Notice 2005-1, or any successornotices, regulations or rulings, shall be cancelled, the Plan shall beterminated and each Participant will be entitled to receive a lump sum cashpayment in an amount equal to his or her Account Balance within 12 months ofthe Change in Control.

 

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