bmnm10q09302008ex10_20.htm


    
       

      
        
          Exhibit
10.20

        

      

    


                                                                    


    


    


    


    


    AMENDED
AND RESTATED DECLARATION

    OF
TRUST

    


    by
and among

    


    WILMINGTON
TRUST COMPANY,

    as
Delaware Trustee,

    


    WILMINGTON
TRUST COMPANY,

    as
Institutional Trustee,

    


    BIMINI
MORTGAGE MANAGEMENT, INC.,

    as
Sponsor,

    


    and

    


    JEFFREY
J. ZIMMER, ROBERT E. CAULEY and

    AMBER
K. LUEDKE

    as
Administrators,

    


    Dated
as of October 5, 2005

    


    


    


    


    


    



    
      
        
          


          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.20

        

      

    


    TABLE OF
CONTENTS

    Page

    
      	
              ARTICLE
      I INTERPRETATION AND DEFINITIONS

            	
              1

            
	 
      	
              Section
      1.1.

            	
              Definitions.

            	
              1

            
	 
      	 
      	 
      	 
      
	
              ARTICLE
      II ORGANIZATION

            	
              7

            
	 
      	
              Section
      2.1.

            	
              Name.

            	
              7

            
	 
      	
              Section
      2.2.

            	
              Office.

            	
              7

            
	 
      	
              Section
      2.3.

            	
              Purpose.

            	
              8

            
	 
      	
              Section
      2.4.

            	
              Authority.

            	
              8

            
	 
      	
              Section
      2.5.

            	
              Title
      to Property of the Trust.

            	
              8

            
	 
      	
              Section
      2.6.

            	
              Powers
      and Duties of the Trustees and the Administrators.

            	
              8

            
	 
      	
              Section
      2.7.

            	
              Prohibition
      of Actions by the Trust and the Institutional Trustee.

            	
              11

            
	 
      	
              Section
      2.8.

            	
              Powers
      and Duties of the Institutional Trustee.

            	
              12

            
	 
      	
              Section
      2.9.

            	
              Certain
      Duties and Responsibilities of the Trustees and
      Administrators.

            	
              13

            
	 
      	
              Section
      2.10.

            	
              Certain
      Rights of Institutional Trustee.

            	
              15

            
	 
      	
              Section
      2.11.

            	
              Delaware
      Trustee.

            	
              17

            
	 
      	
              Section
      2.12.

            	
              Execution
      of Documents.

            	
              17

            
	 
      	
              Section
      2.13.

            	
              Not
      Responsible for Recitals or Issuance of Securities.

            	
              17

            
	 
      	
              Section
      2.14.

            	
              Duration
      of Trust.

            	
              17

            
	 
      	
              Section
      2.15.

            	
              Mergers.

            	
              17

            
	 
      	 
      	 
      
	
              ARTICLE
      III SPONSOR

            	
              18

            
	 
      	
              Section
      3.1.

            	
              Sponsor’s
      Purchase of Common Securities.

            	
              18

            
	 
      	
              Section
      3.2.

            	
              Responsibilities
      of the Sponsor.

            	
              19

            
	 
      	
              Section
      3.3.

            	
              Expenses.

            	
              19

            
	 
      	
              Section
      3.4.

            	
              Right
      to Proceed.

            	
              19

            
	 
      	 
      	 
      
	
              ARTICLE
      IV INSTITUTIONAL TRUSTEE AND ADMINISTRATORS

            	
              20

            
	 
      	
              Section
      4.1.

            	
              Number
      of Trustees.

            	
              20

            
	 
      	
              Section
      4.2.

            	
              Delaware
      Trustee; Eligibility.

            	
              20

            
	 
      	
              Section
      4.3.

            	
              Institutional
      Trustee; Eligibility.

            	
              20

            
	 
      	
              Section
      4.4.

            	
              Administrators.

            	
              21

            
	 
      	
              Section
      4.5.

            	
              Appointment,
      Removal and Resignation of Trustees and Administrators.

            	
              21

            
	 
      	
              Section
      4.6.

            	
              Vacancies
      Among Trustees.

            	
              22

            
	 
      	
              Section
      4.7.

            	
              Effect
      of Vacancies.

            	
              22

            
	 
      	
              Section
      4.8.

            	
              Meetings
      of the Trustees and the Administrators.

            	
              23

            
	 
      	
              Section
      4.9.

            	
              Delegation
      of Power.

            	
              23

            
	 
      	
              Section
      4.10.

            	
              Conversion,
      Consolidation or Succession to Business.

            	
              23

            
	 
      	 
      	 
      
	
              ARTICLE
      V DISTRIBUTIONS

            	
              24

            
	 
      	
              Section
      5.1.

            	
              Distributions.

            	
              24

            
	 
      	 
      	 
      
	
              ARTICLE
      VI ISSUANCE OF SECURITIES

            	
              24

            
	 
      	
              Section
      6.1.

            	
              General
      Provisions Regarding Securities.

            	
              24

            
	 
      	
              Section
      6.2.

            	
              Paying
      Agent, Transfer Agent and Registrar.

            	
              25

            
	 
      	
              Section
      6.3.

            	
              Form
      and Dating.

            	
              25

            
	 
      	
              Section
      6.4.

            	
              Mutilated,
      Destroyed, Lost or Stolen Certificates.

            	
              25

            
	 
      	
              Section
      6.5.

            	
              Temporary
      Securities.

            	
              26

            
	 
      	
              Section
      6.6.

            	
              Cancellation.

            	
              26

            
	 
      	
              Section
      6.7.

            	
              Rights
      of Holders; Waivers of Past Defaults.

            	
              26

            
	 
      	 
      	 
      
	
              ARTICLE
      VII DISSOLUTION AND TERMINATION OF TRUST

            	
              28

            
	 
      	
              Section
      7.1.

            	
              Dissolution
      and Termination of Trust.

            	
              28

            
	 
      	 
      	 
      
	
              ARTICLE
      VIII TRANSFER OF INTERESTS

            	
              28

            
	 
      	
              Section
      8.1.

            	
              General.

            	
              28

            
	 
      	
              Section
      8.2.

            	
              Transfer
      Procedures and Restrictions.

            	
              29

            
	 
      	
              Section
      8.3.

            	
              Deemed
      Security Holders.

            	
              31

            
	 
      	 
      	 
      
	
              ARTICLE
      IX LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, INSTITUTIONAL TRUSTEE
      OR OTHERS

            	
              32

            
	 
      	
              Section
      9.1.

            	
              Liability.

            	
              32

            
	 
      	
              Section
      9.2.

            	
              Exculpation.

            	
              32

            
	 
      	
              Section
      9.3.

            	
              Fiduciary
      Duty.

            	
              32

            
	 
      	
              Section
      9.4.

            	
              Indemnification.

            	
              33

            
	 
      	
              Section
      9.5.

            	
              Outside
      Businesses.

            	
              35

            
	 
      	
              Section
      9.6.

            	
              Compensation;
      Fee.

            	
              35

            
	 
      	 
      	 
      
	
              ARTICLE
      X ACCOUNTING

            	
              36

            
	 
      	
              Section
      10.1.

            	
              Fiscal
      Year.

            	
              36

            
	 
      	
              Section
      10.2.

            	
              Certain
      Accounting Matters.

            	
              36

            
	 
      	
              Section
      10.3.

            	
              Banking.

            	
              36

            
	 
      	
              Section
      10.4.

            	
              Withholding.

            	
              36

            
	 
      	 
      	 
      
	
              ARTICLE
      XI AMENDMENTS AND MEETINGS

            	
              37

            
	 
      	
              Section
      11.1.

            	
              Amendments.

            	
              37

            
	 
      	
              Section
      11.2.

            	
              Meetings
      of the Holders of Securities; Action by Written Consent.

            	
              38

            
	 
      	 
      	 
      
	
              ARTICLE
      XII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND THE DELAWARE
      TRUSTEE

            	
              39

            
	 
      	
              Section
      12.1.

            	
              Representations
      and Warranties of Institutional Trustee.

            	
              39

            
	 
      	
              Section
      12.2.

            	
              Representations
      of the Delaware Trustee.

            	
              40

            
	 
      	 
      	 
      
	
              ARTICLE
      XIII MISCELLANEOUS

            	
              40

            
	 
      	
              Section
      13.1.

            	
              Notices.

            	
              40

            
	 
      	
              Section
      13.2.

            	
              Governing
      Law.

            	
              41

            
	 
      	
              Section
      13.3.

            	
              Intention
      of the Parties.

            	
              42

            
	 
      	
              Section
      13.4.

            	
              Headings.

            	
              42

            
	 
      	
              Section
      13.5.

            	
              Successors
      and Assigns.

            	
              42

            
	 
      	
              Section
      13.6.

            	
              Partial
      Enforceability.

            	
              42

            
	 
      	
              Section
      13.7.

            	
              Counterparts.

            	
              42

            


    

    


    


    Annex
I                                Terms
of Securities

    Exhibit
A-1                           Form
of Capital Security Certificate

    Exhibit
A-2                           Form
of Common Security Certificate

    Exhibit
B                               Specimen
of Initial Debenture

    Exhibit
C                               Placement
Agreement


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.20

        

      

    


    AMENDED
AND RESTATED

    DECLARATION
OF TRUST

    OF

    BIMINI
CAPITAL TRUST II

    OCTOBER
5, 2005

    AMENDED
AND RESTATED DECLARATION OF TRUST (“Declaration”) dated
and effective as of October 5, 2005, by the Trustees (as defined herein), the
Administrators (as defined herein), the Sponsor (as defined herein) and by the
holders, from time to time, of undivided beneficial interests in the Trust (as
defined herein) to be issued pursuant to this Declaration;

     

    WHEREAS,
the Trustees, the Administrators and the Sponsor established Bimini Capital
Trust II (the “Trust”), a statutory
trust under the Statutory Trust Act (as defined herein) pursuant to a
Declaration of Trust dated as of September 28, 2005 (the “Original
Declaration”), and a Certificate of Trust filed with the Secretary of
State of the State of Delaware on September 28, 2005, for the sole purpose of
issuing and selling certain securities representing undivided beneficial
interests in the assets of the Trust and investing the proceeds thereof in
certain debentures of the Debenture Issuer (as defined herein);

     

    WHEREAS,
as of the date hereof, no interests in the Trust have been issued;
and

     

    WHEREAS,
the Trustees, the Administrators and the Sponsor, by this Declaration, amend and
restate each and every term and provision of the Original
Declaration;

     

    NOW,
THEREFORE, it being the intention of the parties hereto to continue the Trust as
a statutory trust under the Statutory Trust Act and that this Declaration
constitutes the governing instrument of such statutory trust, the Trustees
declare that all assets contributed to the Trust will be held in trust for the
benefit of the holders, from time to time, of the securities representing
undivided beneficial interests in the assets of the Trust issued hereunder,
subject to the provisions of this Declaration.  The parties hereto
hereby agree as follows:

     

    ARTICLE
I

     

    


     

    INTERPRETATION
AND DEFINITIONS

     

    Section
1.1.                                Definitions.  

     

    Unless
the context otherwise requires:

     

    (a)             Capitalized
terms used in this Declaration but not defined in the preamble above have the
respective meanings assigned to them in this Section
1.1;

     

    (b)             a term
defined anywhere in this Declaration has the same meaning
throughout;

     

    (c)             all
references to “the Declaration” or “this Declaration” are to this Declaration as
modified, supplemented or amended from time to time;

     

    (d)             all
references in this Declaration to Articles and Sections and Annexes and Exhibits
are to Articles and Sections of and Annexes and Exhibits to this Declaration
unless otherwise specified; and

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    (e)             a
reference to the singular includes the plural and vice versa.

     

    “Acceleration Event of
Default” has the meaning set forth in the Indenture.

     

    “Additional Interest”
has the meaning set forth in the Indenture.

     

    “Administrative
Action” has the meaning set forth in paragraph 4(a) of
Annex I.

     

    “Administrators” means
each of Jeffrey J. Zimmer, Robert E. Cauley and Amber K. Luedke, solely in such
Person’s capacity as Administrator of the Trust created and continued hereunder
and not in such Person’s individual capacity, or such Administrator’s successor
in interest in such capacity, or any successor appointed as herein
provided.

     

    “Affiliate” has the
same meaning as given to that term in Rule 405 of the Securities Act or any
successor rule thereunder.

     

    “Authorized Officer”
of a Person means any Person that is authorized to bind such
Person.

     

    “Bankruptcy Event”
means, with respect to any Person:

     

    (a)           a
court having jurisdiction in the premises shall enter a decree or order for
relief in respect of such Person in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of such Person or for any substantial part of its
property, or ordering the winding-up or liquidation of its affairs and such
decree or order shall remain unstayed and in effect for a period of
90 consecutive days; or

     

    (b)           such
Person shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, shall consent to the
entry of an order for relief in an involuntary case under any such law, or shall
consent to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of such
Person of any substantial part of its property, or shall make any general
assignment for the benefit of creditors, or shall fail generally to pay its
debts as they become due.

     

    “Business Day” means
any day other than Saturday, Sunday or any other day on which banking
institutions in New York City or Wilmington, Delaware are permitted or required
by any applicable law or executive order to close.

     

    “Capital Securities”
has the meaning set forth in paragraph 1(a) of Annex I.

     

    “Capital Security
Certificate” means a definitive Certificate in fully registered form
representing a Capital Security substantially in the form of
Exhibit A-1.

     

    “Certificate” means
any certificate evidencing Securities.

     

    “Closing Date” has the
meaning set forth in the Placement Agreement.

     

    “Code” means the
Internal Revenue Code of 1986, as amended from time to time, or any successor
legislation.

     

    “Common Securities”
has the meaning set forth in paragraph 1(b) of Annex I.

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    “Common Security
Certificate” means a definitive Certificate in fully registered form
representing a Common Security substantially in the form of
Exhibit A-2.

     

    “Company Indemnified
Person” means (a) any Administrator; (b) any Affiliate of any
Administrator; (c) any officers, directors, shareholders, members,
partners, employees, representatives or agents of any Administrator; or
(d) any officer, employee or agent of the Trust or its
Affiliates.

     

    “Comparable Treasury
Issue” has the meaning set forth in paragraph 4(a) of
Annex I.

     

    “Comparable Treasury
Price” has the meaning set forth in paragraph 4(a) of
Annex I.

     

    “Corporate Trust
Office” means the office of the Institutional Trustee at which the
corporate trust business of the Institutional Trustee shall, at any particular
time, be principally administered, which office at the date of execution of this
Declaration is located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware  19890-1600, Attn: Corporate Trust
Administration.

     

    “Coupon Rate” has the
meaning set forth in paragraph 2(a) of
Annex I.

     

    “Covered Person”
means:  (a) any Administrator, officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or
(ii) any of the Trust’s Affiliates; and (b) any Holder of
Securities.

     

    “Creditor” has the
meaning set forth in Section 3.3.

     

    “Debenture Issuer”
means Bimini Mortgage Management, Inc., a Maryland corporation, in its capacity
as issuer of the Debentures under the Indenture.

     

    “Debenture Trustee”
means Wilmington Trust Company, as trustee under the Indenture until a successor
is appointed thereunder, and thereafter means such successor
trustee.

     

    “Debentures” means the
Fixed/Floating Rate Junior Subordinated Debentures due 2035 to be issued by the
Debenture Issuer under the Indenture.

     

    “Defaulted Interest”
has the meaning set forth in the Indenture.

     

    “Delaware Trustee” has
the meaning set forth in Section 4.2.

     

    “Determination Date”
has the meaning set forth in paragraph 4(a) of Annex I.

     

    “Direct Action” has
the meaning set forth in Section
2.8(d).

     

    “Distribution” means a
distribution payable to Holders of Securities in accordance with Section 5.1.

     

    “Distribution Payment
Date” has the meaning set forth in paragraph 2(b) of Annex I.

     

    “Distribution Period”
means (i) with respect to the Distribution paid on the first Distribution
Payment Date, the period beginning on (and including) the date of original
issuance and ending on (but excluding) the Distribution Payment Date in December
2005]and (ii) thereafter, with respect to a Distribution paid on each
successive Distribution Payment Date, the period beginning on (and including)
the preceding Distribution Payment Date and ending on (but excluding) such
current Distribution Payment Date.

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    “Distribution Rate”
means, for the Distribution Period beginning on (and including) the date of
original issuance and ending on (but excluding) the Distribution Payment Date in
December 2010, the rate per annum of 7.8575%, and for each Distribution Period
beginning on or after the Distribution Payment Date in December 2010, the Coupon
Rate for such Distribution Period.

     

    “Event of Default”
means any one of the following events (whatever the reason for such event and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

     

    (a)           the
occurrence of an Indenture Event of Default; or

     

    (b)           default
by the Trust in the payment of any Redemption Price or Special Redemption Price
of any Security when it becomes due and payable; or

     

    (c)           default
in the performance, or breach, in any material respect, of any covenant or
warranty of the Institutional Trustee in this Declaration (other than those
specified in clause (a) or (b) above) and continuation of such default or
breach for a period of 60 days after there has been given, by registered or
certified mail to the Institutional Trustee and to the Sponsor by the Holders of
at least 25% in aggregate liquidation amount of the outstanding Capital
Securities, a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a “Notice of Default” hereunder;
or

     

    (d)           the
occurrence of a Bankruptcy Event with respect to the Institutional Trustee if a
successor Institutional Trustee has not been appointed within 90 days
thereof.

     

    “Fiduciary Indemnified
Person” shall mean each of the Institutional Trustee (including in its
individual capacity), the Delaware Trustee (including in its individual
capacity), any Affiliate of the Institutional Trustee or Delaware Trustee and
any officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Institutional Trustee or
Delaware Trustee.

     

    “Fiscal Year” has the
meaning set forth in Section 10.1.

     

    “Fixed Rate Period Remaining
Life” has the meaning set forth in paragraph 4(a) of
Annex I.

     

    “Holder” means a
Person in whose name a Certificate representing a Security is registered, such
Person being a beneficial owner within the meaning of the Statutory Trust
Act.

     

    “Indemnified Person”
means a Company Indemnified Person or a Fiduciary Indemnified
Person.

     

    “Indenture” means the
Indenture dated as of the Closing Date, between the Debenture Issuer and the
Debenture Trustee, and any indenture supplemental thereto pursuant to which the
Debentures are to be issued, as such Indenture and any supplemental indenture
may be amended, supplemented or otherwise modified from time to
time.

     

    “Indenture Event of
Default” means an “Event of Default” as defined in the
Indenture.

     

    “Institutional
Trustee” means the Trustee meeting the eligibility requirements set forth
in Section 4.3.

     

    “Interest” means any
interest due on the Debentures including any Additional Interest and Defaulted
Interest.

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    “Investment Company”
means an investment company as defined in the Investment Company
Act.

     

    “Investment Company
Act” means the Investment Company Act of 1940, as amended from time to
time, or any successor legislation.

     

    “Investment Company
Event” has the meaning set forth in paragraph 4(a) of
Annex I.

     

    “Liquidation” has the
meaning set forth in paragraph 3 of Annex I.

     

    “Liquidation
Distribution” has the meaning set forth in paragraph 3 of
Annex I.

     

    “Majority in liquidation
amount of the Securities” means Holder(s) of outstanding Securities
voting together as a single class or, as the context may require, Holders of
outstanding Capital Securities or Holders of outstanding Common Securities
voting separately as a class, who are the record owners of more than 50% of the
aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.

     

    “Maturity Date” has
the meaning set forth in paragraph 4(a) of Annex I.

     

    “Officers’
Certificates” means, with respect to any Person, a certificate signed by
two Authorized Officers of such Person.  Any Officers’ Certificate
delivered with respect to compliance with a condition or covenant providing for
it in this Declaration shall include:

     

    (a)           a
statement that each officer signing the Certificate has read the covenant or
condition and the definitions relating thereto;

     

    (b)           a
brief statement of the nature and scope of the examination or investigation
undertaken by each officer in rendering the Certificate;

     

    (c)           a
statement that each such officer has made such examination or investigation as,
in such officer’s opinion, is necessary to enable such officer to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

     

    (d)           a
statement as to whether, in the opinion of each such officer, such condition or
covenant has been complied with.

     

    “Paying Agent” has the
meaning specified in Section 6.2.

     

    “Person” means a legal
person, including any individual, corporation, estate, partnership, joint
venture, association, joint stock company, limited liability company, trust,
unincorporated association, or government or any agency or political subdivision
thereof, or any other entity of whatever nature.

     

    “Placement Agreement”
means the Placement Agreement relating to the offering and sale of Capital
Securities in the form of Exhibit C.

     

    “Primary Treasury
Dealer” has the meaning set forth in paragraph 4(a) of
Annex I.

     

    “Property Account” has
the meaning set forth in Section
2.8(c).

     

    “Pro Rata” has the
meaning set forth in paragraph 8 of Annex I.

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    “Quorum” means a
majority of the Administrators or, if there are only two Administrators, both of
them.

     

    “Quotation Agent” has
the meaning set forth in paragraph 4(a) of Annex I.

     

    “Redemption Date” has
the meaning set forth in paragraph 4(a) of Annex I.

     

    “Redemption/Distribution
Notice” has the meaning set forth in paragraph 4(e) of Annex I.

     

    “Redemption Price” has
the meaning set forth in paragraph 4(a) of
Annex I.

     

    “Reference Treasury
Dealer” has the meaning set forth in paragraph 4(a) of
Annex I.

     

    “Reference Treasury Dealer
Quotations” has the meaning set forth in paragraph 4(a) of
Annex I.

     

    “Registrar” has the
meaning set forth in Section 6.2.

     

    “Relevant Trustee” has
the meaning set forth in Section
4.5(a).

     

    “Responsible Officer”
means, with respect to the Institutional Trustee, any officer within the
Corporate Trust Office of the Institutional Trustee, including any
vice-president, any assistant vice-president, any assistant secretary, the
treasurer, any assistant treasurer, any trust officer or other officer of the
Corporate Trust Office of the Institutional Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer’s knowledge of
and familiarity with the particular subject.

     

    “Restricted Securities
Legend” has the meaning set forth in Section
8.2(b).

     

    “Rule 3a-5” means
Rule 3a-5 under the Investment Company Act.

     

    “Rule 3a-7” means
Rule 3a-7 under the Investment Company Act.

     

    “Securities” means the
Common Securities and the Capital Securities.

     

    “Securities Act” means
the Securities Act of 1933, as amended from time to time, or any successor
legislation.

     

    “Special Event” has
the meaning set forth in paragraph 4(a) of
Annex I.

     

    “Special Redemption
Date” has the meaning set forth in paragraph 4(a) of Annex I.

     

    “Special Redemption
Price” has the meaning set forth in paragraph 4(a) of Annex I.

     

    “Sponsor” means Bimini
Mortgage Management, Inc., a Maryland corporation, or any successor entity in a
merger, consolidation or amalgamation, in its capacity as sponsor of the
Trust.

     

    “Statutory Trust Act”
means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§ 3801, et seq. as may be amended
from time to time.

     

    “Successor Entity” has
the meaning set forth in Section
2.15(b).

     

    “Successor Delaware
Trustee” has the meaning set forth in Section
4.5(e).

     


    
      
        
           

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    “Successor Institutional
Trustee” has the meaning set forth in Section
4.5(b).

     

    “Successor Securities”
has the meaning set forth in Section
2.15(b).

     

    “Super Majority” has
the meaning set forth in paragraph 5(b) of
Annex I.

     

    “Tax Event” has the
meaning set forth in paragraph 4(a) of
Annex I.

     

    “10% in liquidation amount of
the Securities” means Holder(s) of outstanding Securities voting together
as a single class or, as the context may require, Holders of outstanding Capital
Securities or Holders of outstanding Common Securities voting separately as a
class, who are the record owners of 10% or more of the aggregate liquidation
amount (including the stated amount that would be paid on redemption,
liquidation or otherwise, plus accrued and unpaid Distributions to the date upon
which the voting percentages are determined) of all outstanding Securities of
the relevant class.

     

    “3-Month LIBOR” has
the meaning set forth in paragraph 4(a) of Annex I.

     

    “Transfer Agent” has
the meaning set forth in Section 6.2.

     

    “Treasury Rate” has
the meaning set forth in paragraph 4(a) of Annex I.

     

    “Treasury Regulations”
means the income tax regulations, including temporary and proposed regulations,
promulgated under the Code by the United States Treasury, as such regulations
may be amended from time to time (including corresponding provisions of
succeeding regulations).

     

    “Trust Property” means
(a) the Debentures, (b) any cash on deposit in, or owing to, the
Property Account and (c) all proceeds and rights in respect of the
foregoing and any other property and assets for the time being held or deemed to
be held by the Institutional Trustee pursuant to the trusts of this
Declaration.

     

    “Trustee” or “Trustees” means each
Person who has signed this Declaration as a trustee, so long as such Person
shall continue in office in accordance with the terms hereof, and all other
Persons who may from time to time be duly appointed, qualified and serving as
Trustees in accordance with the provisions hereof, and references herein to a
Trustee or the Trustees shall refer to such Person or Persons solely in their
capacity as trustees hereunder.

     

    “U.S. Person” means a
United States Person as defined in Section 7701(a)(30) of the Code.

     

    ARTICLE
II

     

    


     

    ORGANIZATION

     

    Section
2.1.                                Name.  

     

    The Trust
is named “Bimini Capital Trust II,” as such name may be modified from time
to time by the Administrators following written notice to the Holders of the
Securities.  The Trust’s activities may be conducted under the name of
the Trust or any other name deemed advisable by the Administrators.

     

    Section
2.2.                                Office.  

     

    The
address of the principal office of the Trust is c/o Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington,
Delaware  19890-1600.  On at least 10 Business Days
written notice to the Holders of the Securities, the Administrators may
designate another principal office, which shall be in a state of the United
States or in the District of Columbia.

     


    
      
        
           

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    Section
2.3.                                Purpose.  

     

    The
exclusive purposes and functions of the Trust are (a) to issue and sell the
Securities representing undivided beneficial interests in the assets of the
Trust, (b) to invest the gross proceeds from such sale to acquire the
Debentures, (c) to facilitate direct investment in the assets of the Trust
through issuance of the Common Securities and the Capital Securities and
(d) except as otherwise limited herein, to engage in only those other
activities necessary or incidental thereto.  The Trust shall not
borrow money, issue debt or reinvest proceeds derived from investments, pledge
any of its assets, or otherwise undertake (or permit to be undertaken) any
activity that would cause the Trust not to be classified for United States
federal income tax purposes as a grantor trust.

     

    Section
2.4.                                Authority.  

     

    Except as
specifically provided in this Declaration, the Institutional Trustee shall have
exclusive and complete authority to carry out the purposes of the
Trust.  An action taken by a Trustee in accordance with its powers
shall constitute the act of and serve to bind the Trust.  In dealing
with the Trustees acting on behalf of the Trust, no Person shall be required to
inquire into the authority of the Trustees to bind the Trust.  Persons
dealing with the Trust are entitled to rely conclusively on the power and
authority of the Trustees as set forth in this Declaration.  The
Administrators shall have only those ministerial duties set forth herein with
respect to accomplishing the purposes of the Trust and are not intended to be
trustees or fiduciaries with respect to the Trust or the Holders.  The
Institutional Trustee shall have the right, but shall not be obligated except as
provided in Section 2.6, to perform those duties
assigned to the Administrators.

     

    Section
2.5.                                Title to Property of the
Trust.  

     

    Except as
provided in Section 2.8 with respect to the
Debentures and the Property Account or as otherwise provided in this
Declaration, legal title to all assets of the Trust shall be vested in the
Trust.  The Holders shall not have legal title to any part of the
assets of the Trust, but shall have an undivided beneficial interest in the
assets of the Trust.

     

    Section
2.6.                                Powers and Duties of the
Trustees and the Administrators.

     

    (a)             The
Trustees and the Administrators shall conduct the affairs of the Trust in
accordance with the terms of this Declaration.  Subject to the
limitations set forth in paragraph (b) of this Section, and in accordance
with the following provisions (i) and (ii), the Trustees and the
Administrators shall have the authority to enter into all transactions and
agreements determined by the Institutional Trustee to be appropriate in
exercising the authority, express or implied, otherwise granted to the Trustees
or the Administrators, as the case may be, under this Declaration, and to
perform all acts in furtherance thereof, including without limitation, the
following:

     

    (i)             Each
Administrator shall have the power and authority to act on behalf of the Trust
with respect to the following matters:

     

    (A)  the
issuance and sale of the Securities;

     

    (B)  to cause
the Trust to enter into, and to execute and deliver on behalf of the Trust, such
agreements as may be necessary or desirable in connection with the purposes and
function of the Trust, including agreements with the Paying Agent;

     

    (C)  ensuring
compliance with the Securities Act, applicable state securities or blue sky
laws;

     

    (D)  the
sending of notices (other than notices of default), and other information
regarding the Securities and the Debentures to the Holders in accordance with
this Declaration;

     


    
      
        
           

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    (E)  the
consent to the appointment of a Paying Agent, Transfer Agent and Registrar in
accordance with this Declaration, which consent shall not be unreasonably
withheld or delayed;

     

    (F)  execution
and delivery of the Securities in accordance with this Declaration;

     

    (G)  execution
and delivery of closing certificates pursuant to the Placement Agreement and the
application for a taxpayer identification number;

     

    (H)  unless
otherwise determined by the Holders of a Majority in liquidation amount of the
Securities or as otherwise required by the Statutory Trust Act, to execute on
behalf of the Trust (either acting alone or together with any or all of the
Administrators) any documents that the Administrators have the power to execute
pursuant to this Declaration;

     

    (I)  the
taking of any action incidental to the foregoing as the Institutional Trustee
may from time to time determine is necessary or advisable to give effect to the
terms of this Declaration for the benefit of the Holders (without consideration
of the effect of any such action on any particular Holder);

     

    (J)  to
establish a record date with respect to all actions to be taken hereunder that
require a record date be established, including Distributions, voting rights,
redemptions and exchanges, and to issue relevant notices to the Holders of
Capital Securities and Holders of Common Securities as to such actions and
applicable record dates; and

     

    (K) to duly
prepare and file all applicable tax returns and tax information reports that are
required to be filed with respect to the Trust on behalf of the
Trust.

     

    (ii)             As among
the Trustees and the Administrators, the Institutional Trustee shall have the
power, duty and authority to act on behalf of the Trust with respect to the
following matters:

     

    (A)  

     

    the
establishment of the Property Account;

     

    (B)  

     

    the
receipt and holding of legal title of the Debentures;

     

    (C)  

     

    the
collection of interest, principal and any other payments made in respect of the
Debentures in the Property Account;

     

    (D)  

     

    the
distribution through the Paying Agent of amounts owed to the Holders in respect
of the Securities;

     

    (E)  

     

    the
exercise of all of the rights, powers and privileges of a holder of the
Debentures;

     

    (F)  

     

    the
sending of notices of default and other information regarding the Securities and
the Debentures to the Holders in accordance with this Declaration;

     

    (G)  

     

    the
distribution of the Trust Property in accordance with the terms of this
Declaration;

     

    (H)  

     

    to the
extent provided in this Declaration, the winding up of the affairs of and
liquidation of the Trust and the preparation, execution and filing of the
certificate of cancellation with the Secretary of State of the State of
Delaware;

     


    
      
        
           

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    (I)  

     

    after any
Event of Default (provided that such
Event of Default is not by or with respect to the Institutional Trustee) the
taking of any action incidental to the foregoing as the Institutional Trustee
may from time to time determine is necessary or advisable to give effect to the
terms of this Declaration and protect and conserve the Trust Property for the
benefit of the Holders (without consideration of the effect of any such action
on any particular Holder); and

     

    (J)  

     

    to take
all action that may be necessary for the preservation and the continuation of
the Trust’s valid existence, rights, franchises and privileges as a statutory
trust under the laws of the State of Delaware.

     

    (iii)             

     

    The
Institutional Trustee shall have the power and authority to act on behalf of the
Trust with respect to any of the duties, liabilities, powers or the authority of
the Administrators set forth in Section 2.6(a)(i)(D), (E) and (F) herein
but shall not have a duty to do any such act unless specifically requested to do
so in writing by the Sponsor, and shall then be fully protected in acting
pursuant to such written request; and in the event of a conflict between the
action of the Administrators and the action of the Institutional Trustee, the
action of the Institutional Trustee shall prevail.

     

    (b)             

     

    So long
as this Declaration remains in effect, the Trust (or the Trustees or
Administrators acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, neither the Trustees nor the Administrators may cause the
Trust to (i) acquire any investments or engage in any activities not
authorized by this Declaration, (ii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Holders, except as expressly provided herein,
(iii) take any action that would reasonably be expected (x) to cause the
Trust to fail or cease to qualify as a grantor trust for United States federal
income tax purposes or (y) to require the trust to register as an Investment
Company under the Investment Company Act, (iv) incur any indebtedness for
borrowed money or issue any other debt or (v) take or consent to any action
that would result in the placement of a lien on any of the Trust
Property.  The Institutional Trustee shall, at the sole cost and
expense of the Trust, defend all claims and demands of all Persons at any time
claiming any lien on any of the Trust Property adverse to the interest of the
Trust or the Holders in their capacity as Holders.

     

    (c)             

     

    In
connection with the issuance and sale of the Capital Securities, the Sponsor
shall have the right and responsibility to assist the Trust with respect to, or
effect on behalf of the Trust, the following (and any actions taken by the
Sponsor in furtherance of the following prior to the date of this Declaration
are hereby ratified and confirmed in all respects):

     

    (i)             

     

    the
taking of any action necessary to obtain an exemption from the Securities
Act;

     

    (ii)             

     

    the
determination of the States in which to take appropriate action to qualify or
register for sale all or part of the Capital Securities and the determination of
any and all such acts, other than actions which must be taken by or on behalf of
the Trust, and the advice to the Administrators of actions they must take on
behalf of the Trust, and the preparation for execution and filing of any
documents to be executed and filed by the Trust or on behalf of the Trust, as
the Sponsor deems necessary or advisable in order to comply with the applicable
laws of any such States in connection with the sale of the Capital
Securities;

     

    (iii)             

     

    the
negotiation of the terms of, and the execution and delivery of, the Placement
Agreement providing for the sale of the Capital Securities; and

     


    
      
        
           

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    (iv)             

     

    the
taking of any other actions necessary or desirable to carry out any of the
foregoing activities.

     

    (d)             

     

    Notwithstanding
anything herein to the contrary, the Administrators and the Holders of a
Majority in liquidation amount of the Common Securities are authorized and
directed to conduct the affairs of the Trust and to operate the Trust so that
the Trust will not (i) be deemed to be an Investment Company required to be
registered under the Investment Company Act, and (ii) fail to be classified
as a grantor trust for United States federal income tax purposes.  The
Administrators and the Holders of a Majority in liquidation amount of the Common
Securities shall not take any action inconsistent with the treatment of the
Debentures as indebtedness of the Debenture Issuer for United States federal
income tax purposes.  In this connection, the Administrators and the
Holders of a Majority in liquidation amount of the Common Securities are
authorized to take any action, not inconsistent with applicable laws, the
Certificate of Trust or this Declaration, as amended from time to time, that
each of the Administrators and the Holders of a Majority in liquidation amount
of the Common Securities determines in their discretion to be necessary or
desirable for such purposes.

     

    (e)             

     

    All
expenses incurred by the Administrators or the Trustees pursuant to this Section 2.6 shall be reimbursed by the Sponsor, and
the Trustees and the Administrators shall have no obligations with respect to
such expenses (for purposes of clarification, this Section 2.6(e) does not
contemplate the payment by the Sponsor of acceptance or annual administration
fees owing to the Trustees under this Declaration or the fees and expenses of
the Trustees’ counsel in connection with the closing of the transactions
contemplated by this Declaration).

     

    (f)             

     

    The
assets of the Trust shall consist of the Trust Property.

     

    (g)             

     

    Legal
title to all Trust Property shall be vested at all times in the Institutional
Trustee (in its capacity as such) and shall be held and administered by the
Institutional Trustee and the Administrators for the benefit of the Trust in
accordance with this Declaration.

     

    (h)             

     

    If the
Institutional Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Declaration and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the
Institutional Trustee or to such Holder, then and in every such case the
Sponsor, the Institutional Trustee and the Holders shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Institutional Trustee and the Holders shall continue as though no such
proceeding had been instituted.

     

    Section
2.7.                                Prohibition of Actions by
the Trust and the Institutional Trustee.

     

    (a)             

     

    The Trust
shall not, and the Institutional Trustee shall cause the Trust not to, engage in
any activity other than as required or authorized by this
Declaration.  In particular, the Trust shall not and the Institutional
Trustee shall cause the Trust not to:

     

    (i)             

     

    invest
any proceeds received by the Trust from holding the Debentures, but shall
distribute all such proceeds to Holders of the Securities pursuant to the terms
of this Declaration and of the Securities;

     

    (ii)             

     

    acquire
any assets other than as expressly provided herein;

     

    (iii)             

     

    possess
Trust Property for other than a Trust purpose;

     


    
      
        
           

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    (iv)             

     

    make any
loans or incur any indebtedness other than loans represented by the
Debentures;

     

    (v)             

     

    possess
any power or otherwise act in such a way as to vary the Trust assets or the
terms of the Securities in any way whatsoever other than as expressly provided
herein;

     

    (vi)             

     

    issue any
securities or other evidences of beneficial ownership of, or beneficial interest
in, the Trust other than the Securities;

     

    (vii)             

     

    carry on
any “trade or business” as that phrase is used in the Code; or

     

    (viii)             

     

    other
than as provided in this Declaration (including Annex I), (A) direct
the time, method and place of exercising any trust or power conferred upon the
Debenture Trustee with respect to the Debentures, (B) waive any past
default that is waivable under the Indenture, (C) exercise any right to
rescind or annul any declaration that the principal of all the Debentures shall
be due and payable, or (D) consent to any amendment, modification or
termination of the Indenture or the Debentures where such consent shall be
required unless the Trust shall have received a written opinion of counsel to
the effect that such modification will not cause the Trust to cease to be
classified as a grantor trust for United States federal income tax
purposes.

     

    Section
2.8.                                Powers and Duties of the
Institutional Trustee.

     

    (a)             

     

    The legal
title to the Debentures shall be owned by and held of record in the name of the
Institutional Trustee in trust for the benefit of the Trust and the Holders of
the Securities.  The right, title and interest of the Institutional
Trustee to the Debentures shall vest automatically in each Person who may
hereafter be appointed as Institutional Trustee in accordance with Section 4.5.  Such vesting and cessation of
title shall be effective whether or not conveyancing documents with regard to
the Debentures have been executed and delivered.

     

    (b)             

     

    The
Institutional Trustee shall not transfer its right, title and interest in the
Debentures to the Administrators or to the Delaware Trustee.

     

    (c)             

     

    The
Institutional Trustee shall:

     

    (i)             

     

    establish
and maintain a segregated non-interest bearing trust account (the “Property Account”) in
the name of and under the exclusive control of the Institutional Trustee, and
maintained in the Institutional Trustee’s trust department, on behalf of the
Holders of the Securities and, upon the receipt of payments of funds made in
respect of the Debentures held by the Institutional Trustee, deposit such funds
into the Property Account and make payments, or cause the Paying Agent to make
payments, to the Holders of the Capital Securities and Holders of the Common
Securities from the Property Account in accordance with Section 5.1.  Funds in the Property Account
shall be held uninvested until disbursed in accordance with this
Declaration;

     

    (ii)             

     

    engage in
such ministerial activities as shall be necessary or appropriate to effect the
redemption of the Capital Securities and the Common Securities to the extent the
Debentures are redeemed or mature; and

     

    (iii)             

     

    upon
written notice of distribution issued by the Administrators in accordance with
the terms of the Securities, engage in such ministerial activities as shall be
necessary or appropriate to effect the distribution of the Debentures to Holders
of Securities upon the occurrence of certain circumstances pursuant to the terms
of the Securities.

     


    
      
        
           

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Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    (d)             

     

    The
Institutional Trustee may bring or defend, pay, collect, compromise, arbitrate,
resort to legal action with respect to, or otherwise adjust claims or demands of
or against, the Trust which arises out of or in connection with an Event of
Default of which a Responsible Officer of the Institutional Trustee has actual
knowledge or arises out of the Institutional Trustee’s duties and obligations
under this Declaration; provided, however, that if an
Event of Default has occurred and is continuing and such event is attributable
to the failure of the Debenture Issuer to pay interest or principal on the
Debentures on the date such interest or principal is otherwise payable (or in
the case of redemption, on the redemption date), then a Holder of the Capital
Securities may directly institute a proceeding for enforcement of payment to
such Holder of the principal of or interest on the Debentures having a principal
amount equal to the aggregate liquidation amount of the Capital Securities of
such Holder (a “Direct
Action”) on or after the respective due date specified in the
Debentures.  In connection with such Direct Action, the rights of the
Holders of the Common Securities will be subrogated to the rights of such Holder
of the Capital Securities to the extent of any payment made by the Debenture
Issuer to such Holder of the Capital Securities in such Direct Action; provided, however, that no
Holder of the Common Securities may exercise such right of subrogation so long
as an Event of Default with respect to the Capital Securities has occurred and
is continuing.

     

    (e)             

     

    The
Institutional Trustee shall continue to serve as a Trustee until
either:

     

    (i)             

     

    the Trust
has been completely liquidated and the proceeds of the liquidation distributed
to the Holders of the Securities pursuant to the terms of the Securities and
this Declaration; or

     

    (ii)             

     

    a
Successor Institutional Trustee has been appointed and has accepted that
appointment in accordance with Section
4.5.

     

    (f)             

     

    The
Institutional Trustee shall have the legal power to exercise all of the rights,
powers and privileges of a Holder of the Debentures under the Indenture and, if
an Event of Default occurs and is continuing, the Institutional Trustee may, for
the benefit of Holders of the Securities, enforce its rights as holder of the
Debentures subject to the rights of the Holders pursuant to this Declaration
(including Annex I) and the terms of the Securities.

     

    The
Institutional Trustee must exercise the powers set forth in this Section 2.8 in a manner that is consistent with the
purposes and functions of the Trust set out in Section
2.3, and the Institutional Trustee shall not take any action that is
inconsistent with the purposes and functions of the Trust set out in Section 2.3.

     

    Section
2.9.                                Certain Duties and
Responsibilities of the Trustees and Administrators.

     

    (a)             

     

    The
Institutional Trustee, before the occurrence of any Event of Default and after
the curing or waiving of all such Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Declaration and no implied covenants shall be read into this Declaration
against the Institutional Trustee.  In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 6.7), the Institutional Trustee shall exercise
such of the rights and powers vested in it by this Declaration, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own
affairs.

     

    (b)             

     

    The
duties and responsibilities of the Trustees and the Administrators shall be as
provided by this Declaration.  Notwithstanding the foregoing, no
provision of this Declaration shall require any Trustee or Administrator to
expend or risk their own funds or otherwise incur any financial liability in the
performance of any of their duties hereunder, or in the exercise of any of their
rights or powers if it shall have reasonable grounds to believe that repayment
of such funds or adequate protection against such risk of liability is not
reasonably assured to it.  Whether or not therein expressly so
provided, every provision

     


    
      
        
           

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    of this
Declaration relating to the conduct or affecting the liability of or affording
protection to the Trustees or Administrators shall be subject to the provisions
of this Article.  Nothing in this Declaration shall be construed to
relieve an Administrator or a Trustee from liability for its own negligent act,
its own negligent failure to act, or its own willful misconduct.  To
the extent that, at law or in equity, a Trustee or an Administrator has duties
and liabilities relating to the Trust or to the Holders, such Trustee or such
Administrator shall not be liable to the Trust or to any Holder for such
Trustee’s or such Administrator’s good faith reliance on the provisions of this
Declaration.  The provisions of this Declaration, to the extent that
they restrict the duties and liabilities of the Administrators or the Trustee
otherwise existing at law or in equity, are agreed by the Sponsor and the
Holders to replace such other duties and liabilities of the Administrators or
the Trustees.

     

    (c)             

     

    All
payments made by the Institutional Trustee or a Paying Agent in respect of the
Securities shall be made only from the revenue and proceeds from the Trust
Property and only to the extent that there shall be sufficient revenue or
proceeds from the Trust Property to enable the Institutional Trustee or a Paying
Agent to make payments in accordance with the terms hereof.  Each
Holder, by its acceptance of a Security, agrees that it will look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees and the
Administrators are not personally liable to it for any amount distributable in
respect of any Security or for any other liability in respect of any
Security.  This Section 2.9(c) does not
limit the liability of the Trustees expressly set forth elsewhere in this
Declaration.

     

    (d)             

     

    The
Institutional Trustee shall not be liable for its own acts or omissions
hereunder except as a result of its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

     

    (i)             

     

    the
Institutional Trustee shall not be liable for any error of judgment made in good
faith by an Authorized Officer of the Institutional Trustee, unless it shall be
proved that the Institutional Trustee was negligent in ascertaining the
pertinent facts;

     

    (ii)             

     

    the
Institutional Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of not less than a Majority in liquidation amount of the Capital
Securities or the Common Securities, as applicable, relating to the time, method
and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or exercising any trust or power conferred upon the
Institutional Trustee under this Declaration;

     

    (iii)             

     

    the
Institutional Trustee’s sole duty with respect to the custody, safekeeping and
physical preservation of the Debentures and the Property Account shall be to
deal with such property in a similar manner as the Institutional Trustee deals
with similar property for its fiduciary accounts generally, subject to the
protections and limitations on liability afforded to the Institutional Trustee
under this Declaration;

     

    (iv)             

     

    the
Institutional Trustee shall not be liable for any interest on any money received
by it except as it may otherwise agree in writing with the Sponsor; and money
held by the Institutional Trustee need not be segregated from other funds held
by it except in relation to the Property Account maintained by the Institutional
Trustee pursuant to Section 2.8(c)(i) and except to
the extent otherwise required by law; and

     

    (v)             

     

    the
Institutional Trustee shall not be responsible for monitoring the compliance by
the Administrators or the Sponsor with their respective duties under this
Declaration, nor shall the Institutional Trustee be liable for any default or
misconduct of the Administrators or the Sponsor.

     


    
      
        
           

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          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
2.10.                                Certain Rights of Institutional
Trustee.  

     

    Subject
to the provisions of Section 2.9:

     

    (a)             

     

    the
Institutional Trustee may conclusively rely and shall fully be protected in
acting or refraining from acting in good faith upon any resolution, opinion of
counsel, certificate, written representation of a Holder or transferee,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, appraisal, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed, sent or presented by the
proper party or parties;

     

    (b)             

     

    if
(i) in performing its duties under this Declaration, the Institutional
Trustee is required to decide between alternative courses of action,
(ii) in construing any of the provisions of this Declaration, the
Institutional Trustee finds the same ambiguous or inconsistent with any other
provisions contained herein, or (iii) the Institutional Trustee is unsure
of the application of any provision of this Declaration, then, except as to any
matter as to which the Holders of Capital Securities are entitled to vote under
the terms of this Declaration, the Institutional Trustee may deliver a notice to
the Sponsor requesting the Sponsor’s written instructions as to the course of
action to be taken and the Institutional Trustee shall take such action, or
refrain from taking such action, as the Institutional Trustee shall be
instructed in writing, in which event the Institutional Trustee shall have no
liability except for its own negligence or willful misconduct;

     

    (c)             

     

    any
direction or act of the Sponsor or the Administrators contemplated by this
Declaration shall be sufficiently evidenced by an Officers’
Certificate;

     

    (d)             

     

    whenever
in the administration of this Declaration, the Institutional Trustee shall deem
it desirable that a matter be proved or established before undertaking,
suffering or omitting any action hereunder, the Institutional Trustee (unless
other evidence is herein specifically prescribed) may request and conclusively
rely upon an Officers’ Certificate as to factual matters which, upon receipt of
such request, shall be promptly delivered by the Sponsor or the
Administrators;

     

    (e)             

     

    the
Institutional Trustee shall have no duty to see to any recording, filing or
registration of any instrument (including any financing or continuation
statement or any filing under tax or securities laws) or any rerecording,
refiling or reregistration thereof;

     

    (f)             

     

    the
Institutional Trustee may consult with counsel of its selection (which counsel
may be counsel to the Sponsor or any of its Affiliates) and the advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon and in accordance with such advice; the Institutional Trustee
shall have the right at any time to seek instructions concerning the
administration of this Declaration from any court of competent
jurisdiction;

     

    (g)             

     

    the
Institutional Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Declaration at the request or direction of any of
the Holders pursuant to this Declaration, unless such Holders shall have offered
to the Institutional Trustee security or indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction; provided, that
nothing contained in this Section 2.10(g) shall be
taken to relieve the Institutional Trustee, subject to Section 2.9(b), upon the occurrence of an Event of
Default (that has not been cured or waived pursuant to Section 6.7), to
exercise such of the rights and powers vested in it by this Declaration, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs;

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    (h)             

     

    the
Institutional Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, debenture,
note or other evidence of indebtedness or other paper or document, unless
requested in writing to do so by one or more Holders, but the Institutional
Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit;

     

    (i)             

     

    the
Institutional Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through its agents or
attorneys and the Institutional Trustee shall not be responsible for any
misconduct or negligence on the part of or for the supervision of, any such
agent or attorney appointed with due care by it hereunder;

     

    (j)             

     

    whenever
in the administration of this Declaration the Institutional Trustee shall deem
it desirable to receive instructions with respect to enforcing any remedy or
right or taking any other action hereunder the Institutional Trustee
(i) may request instructions from the Holders of the Capital Securities
which instructions may only be given by the Holders of the same proportion in
liquidation amount of the Capital Securities as would be entitled to direct the
Institutional Trustee under the terms of the Capital Securities in respect of
such remedy, right or action, (ii) may refrain from enforcing such remedy
or right or taking such other action until such instructions are received, and
(iii) shall be fully protected in acting in accordance with such
instructions;

     

    (k)             

     

    except as
otherwise expressly provided in this Declaration, the Institutional Trustee
shall not be under any obligation to take any action that is discretionary under
the provisions of this Declaration;

     

    (l)             

     

    when the
Institutional Trustee incurs expenses or renders services in connection with a
Bankruptcy Event, such expenses (including the fees and expenses of its counsel)
and the compensation for such services are intended to constitute expenses of
administration under any bankruptcy law or law relating to creditors rights
generally;

     

    (m)             

     

    the
Institutional Trustee shall not be charged with knowledge of an Event of Default
unless a Responsible Officer of the Institutional Trustee obtains actual
knowledge of such event or the Institutional Trustee receives written notice of
such event from any Holder, the Sponsor or the Debenture Trustee;

     

    (n)             

     

    any
action taken by the Institutional Trustee or its agents hereunder shall bind the
Trust and the Holders of the Securities, and the signature of the Institutional
Trustee or its agents alone shall be sufficient and effective to perform any
such action and no third party shall be required to inquire as to the authority
of the Institutional Trustee to so act or as to its compliance with any of the
terms and provisions of this Declaration, both of which shall be conclusively
evidenced by the Institutional Trustee’s or its agent’s taking such action;
and

     

    (o)             

     

    no
provision of this Declaration shall be deemed to impose any duty or obligation
on the Institutional Trustee to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it, in any jurisdiction in
which it shall be illegal, or in which the Institutional Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or
obligation.  No permissive power or authority available to the
Institutional Trustee shall be construed to be a duty.

     

    Section
2.11.                                Delaware
Trustee.  

     

    Notwithstanding
any other provision of this Declaration other than Section 4.1, the Delaware Trustee shall not be entitled
to exercise any powers, nor shall the Delaware Trustee have any of the duties
and responsibilities of any of the Trustees or the Administrators described in
this Declaration (except as may be required under the Statutory Trust
Act).  Except as set forth in Section 4.1,
the Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of § 3807 of the Statutory Trust Act.

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
2.12.                                Execution of Documents.  

     

    Unless
otherwise determined in writing by the Institutional Trustee, and except as
otherwise required by the Statutory Trust Act, the Institutional Trustee, or any
one or more of the Administrators, as the case may be, is authorized to execute
on behalf of the Trust any documents that the Trustees or the Administrators, as
the case may be, have the power and authority to execute pursuant to Section 2.6.

     

    Section
2.13.                                Not Responsible for Recitals
or Issuance of Securities.  

     

    The
recitals contained in this Declaration and the Securities shall be taken as the
statements of the Sponsor, and the Trustees do not assume any responsibility for
their correctness.  The Trustees make no representations as to the
value or condition of the property of the Trust or any part
thereof.  The Trustees make no representations as to the validity or
sufficiency of this Declaration, the Debentures or the Securities.

     

    Section
2.14.                                Duration of
Trust.  

     

    The
Trust, unless earlier dissolved pursuant to the provisions of Article VII
hereof, shall be in existence for 35 years from the Closing Date.

     

    Section
2.15.                                Mergers.

     

    (a)             

     

    The Trust
may not consolidate, amalgamate, merge with or into, or be replaced by, or
convey, transfer or lease its properties and assets substantially as an entirety
to any corporation or other body, except as described in Section 2.15(b) and (c)
and except in connection with the liquidation of the Trust and the distribution
of the Debentures to Holders of Securities pursuant to Section 7.1(a)(iv) of the
Declaration or Section 4 of Annex I.

     

    (b)             

     

    The Trust
may, with the consent of the Institutional Trustee and without the consent of
the Holders of the Capital Securities, consolidate, amalgamate, merge with or
into, or be replaced by a trust organized as such under the laws of any state;
provided that:

     

    (i)             

     

    if the
Trust is not the surviving entity, such successor entity (the “Successor Entity”)
either:

     

    (A)  

     

    expressly
assumes all of the obligations of the Trust under the Securities;
or

     

    (B)  

     

    substitutes
for the Securities other securities having substantially the same terms as the
Securities (the “Successor
Securities”) so that the Successor Securities rank the same as the
Securities rank with respect to Distributions and payments upon Liquidation,
redemption and otherwise;

     

    (ii)             

     

    the
Sponsor expressly appoints a trustee of the Successor Entity that possesses
substantially the same powers and duties as the Institutional Trustee as the
Holder of the Debentures;

     

    (iii)             

     

    such
merger, consolidation, amalgamation or replacement does not adversely affect the
rights, preferences and privileges of the Holders of the Securities (including
any Successor Securities) in any material respect;

     

    (iv)             

     

    the
Institutional Trustee receives written confirmation from Moody’s Investor
Services, Inc. and any other nationally recognized statistical rating
organization that rates securities issued by a Holder of the Capital Securities
at the time of such merger, consolidation, amalgamation or replacement that it
will not reduce or withdraw the rating of any such securities because of such
merger, conversion, consolidation, amalgamation or replacement;

     

    (v)             

     

    such
Successor Entity has a purpose substantially identical to that of the
Trust;

     


    
      
        
           

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          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    (vi)             

     

    prior to
such merger, consolidation, amalgamation or replacement, the Trust has received
an opinion of a nationally recognized independent counsel to the Trust
experienced in such matters to the effect that:

     

    (A)  

     

    such
merger, consolidation, amalgamation or replacement does not adversely affect the
rights, preferences and privileges of the Holders of the Securities (including
any Successor Securities) in any material respect;

     

    (B)  

     

    following
such merger, consolidation, amalgamation or replacement, neither the Trust nor
the Successor Entity will be required to register as an Investment Company;
and

     

    (C)  

     

    following
such merger, consolidation, amalgamation or replacement, the Trust (or the
Successor Entity) will continue to be classified as a grantor trust for United
States federal income tax purposes;

     

    (vii)             

     

    the
Sponsor owns 100% of the common securities of any Successor Entity;
and

     

    (viii)             

     

    prior to
such merger, consolidation, amalgamation or replacement, the Institutional
Trustee shall have received an Officers’ Certificate of the Administrators and
an opinion of counsel, each to the effect that all conditions precedent under
this Section 2.15(b) to such transaction have been
satisfied.

     

    (c)             

     

    Notwithstanding
Section 2.15(b), the Trust shall not, except with
the consent of Holders of 100% in aggregate liquidation amount of the
Securities, consolidate, amalgamate, merge with or into, or be replaced by any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or Successor Entity to be classified as other
than a grantor trust for United States federal income tax purposes.

     

    ARTICLE
III

     

    


     

    SPONSOR

     

    Section
3.1.                                Sponsor’s Purchase of Common
Securities.  

     

    On the
Closing Date, the Sponsor will purchase all of the Common Securities issued by
the Trust in an amount at least equal to 3% of the capital of the Trust, at the
same time as the Capital Securities are sold.

     

    Section
3.2.                                Responsibilities of the
Sponsor.  

     

    In
connection with the issue and sale of the Capital Securities, the Sponsor shall
have the exclusive right and responsibility to engage in, or direct the
Administrators to engage in, the following activities:

     

    (a)             

     

    to
determine the States in which to take appropriate action to qualify the Trust or
to qualify or register for sale all or part of the Capital Securities and to do
any and all such acts, other than actions which must be taken by the Trust, and
advise the Trust of actions it must take, and prepare for execution and filing
any documents to be executed and filed by the Trust, as the Sponsor deems
necessary or advisable in order to comply with the applicable laws of any such
States, to protect the limited liability of the Holders of the Capital
Securities or to enable the Trust to effect the purposes for which it was
created; and

     

    (b)             

     

    to
negotiate the terms of and/or execute on behalf of the Trust, the Placement
Agreement and other related agreements providing for the sale of the Capital
Securities and Common Securities.

     


    
      
        
           

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          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.3.                                Expenses.  

     

    In
connection with the offering, sale and issuance of the Debentures to the Trust
and in connection with the sale of the Securities by the Trust, the Sponsor, in
its capacity as Debenture Issuer, shall:

     

    (a)             pay
all reasonable costs and expenses owing to the Debenture Trustee pursuant to
Section 6.6 of the Indenture;

     

    (b)             be
responsible for and shall pay all debts and obligations (other than with respect
to the Securities) and all costs and expenses of the Trust, the offering, sale
and issuance of the Securities (including fees to the placement agents in
connection therewith), the costs and expenses (including reasonable counsel fees
and expenses) of the Institutional Trustee and the Administrators, the costs and
expenses relating to the operation of the Trust, including, without limitation,
costs and expenses of accountants, attorneys, statistical or bookkeeping
services, expenses for printing and engraving and computing or accounting
equipment, Paying Agents, Registrars, Transfer Agents, duplicating, travel and
telephone and other telecommunications expenses and costs and expenses incurred
in connection with the acquisition, financing, and disposition of Trust assets
and the enforcement by the Institutional Trustee of the rights of the Holders
(for purposes of clarification, this Section 3.3(b) does not contemplate the
payment by the Sponsor of acceptance or annual administration fees owing to the
Trustees pursuant to the services to be provided by the Trustees under this
Declaration or the fees and expenses of the Trustees’ counsel in connection with
the closing of the transactions contemplated by this Declaration);
and

     

    (c)             

     

    pay any
and all taxes (other than United States withholding taxes required to be
withheld that are attributable to the Trust or its assets) and all liabilities,
costs and expenses with respect to such taxes of the Trust.

     

    The
Sponsor’s obligations under this Section 3.3 shall be for the benefit of,
and shall be enforceable by, any Person to whom such debts, obligations, costs,
expenses and taxes are owed (a “Creditor”) whether or
not such Creditor has received notice hereof.  Any such Creditor may
enforce the Sponsor’s obligations under this Section 3.3 directly against
the Sponsor and the Sponsor irrevocably waives any right or remedy to require
that any such Creditor take any action against the Trust or any other Person
before proceeding against the Sponsor.  The Sponsor agrees to execute
such additional agreements as may be necessary or desirable in order to give
full effect to the provisions of this Section 3.3.

     

    Section
3.4.                                Right to
Proceed.  

     

    The
Sponsor acknowledges the rights of Holders to institute a Direct Action as set
forth in Section 2.8(d) hereto.

     

    ARTICLE
IV

     

    


     

    INSTITUTIONAL
TRUSTEE AND ADMINISTRATORS

     

    Section
4.1.                                Number of
Trustees.  

     

    The
number of Trustees shall initially be two, and;

     

    (a)           at
any time before the issuance of any Securities, the Sponsor may, by written
instrument, increase or decrease the number of Trustees; and

     

    (b)           after
the issuance of any Securities, the number of Trustees may be increased or
decreased by vote of the Holder of a Majority in liquidation amount of the
Common Securities voting as a class at a meeting of the Holder of the Common
Securities; provided, however, that there
shall be a Delaware Trustee if required by Section
4.2; and there shall always be one Trustee who shall be the Institutional
Trustee, and such Trustee may also serve as Delaware Trustee if it meets the
applicable requirements, in which case Section 2.11
shall have no application to such entity in its capacity as Institutional
Trustee.

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
4.2.                                Delaware Trustee; Eligibility.

     

    (a)             

     

    If
required by the Statutory Trust Act, one Trustee (the “Delaware Trustee”) shall
be:

     

    (i)             

     

    a natural
person at least 21 years of age who is a resident of the State of Delaware;
or

     

    (ii)             

     

    if not a
natural person, an entity which is organized under the laws of the United States
or any state thereof or the District of Columbia, has its principal place of
business in the State of Delaware, and otherwise meets the requirements of
applicable law, including § 3807 of the Statutory Trust Act.

     

    (b)             

     

    The
initial Delaware Trustee shall be Wilmington Trust Company.

     

    Section
4.3.                                Institutional Trustee;
Eligibility.

     

    (a)             

     

    There
shall at all times be one Trustee which shall:

     

    (i)             

     

    not be an
Affiliate of the Sponsor;

     

    (ii)             

     

    not offer
or provide credit or credit enhancement to the Trust; and

     

    (iii)             

     

    be a
banking corporation or trust company organized and doing business under the laws
of the United States of America or any state thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of at least 50 million U.S. dollars
($50,000,000.00), and subject to supervision or examination by Federal, state,
or District of Columbia authority.  If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the supervising or examining authority referred to above, then for the
purposes of this Section 4.3(a)(iii), the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.

     

    (b)             

     

    If at any
time the Institutional Trustee shall cease to be eligible to so act under Section 4.3(a), the Institutional Trustee shall
immediately resign in the manner and with the effect set forth in Section 4.5.

     

    (c)             

     

    If the
Institutional Trustee has or shall acquire any “conflicting interest” within the
meaning of Section 310(b) of the Trust Indenture Act of 1939, as amended, the
Institutional Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to this
Declaration.

     

    (d)             

     

    The
initial Institutional Trustee shall be Wilmington Trust Company.

     

    Section
4.4.                                Administrators.  

     

    Each
Administrator shall be a U.S. Person, 21 years of age or older and authorized to
bind the Sponsor.  The initial Administrators shall be Jeffrey J.
Zimmer, Robert E. Cauley and Amber K. Luedke.  There shall at all
times be at least one Administrator.  Except where a requirement for
action by a specific number of Administrators is expressly set forth in this
Declaration and except with respect to any action the taking of which is the
subject of a meeting of the Administrators, any action required or permitted to
be taken by the Administrators may be taken by, and any power of the
Administrators may be exercised by, or with the consent of, any one such
Administrator.

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
4.5.                                Appointment, Removal and Resignation of
Trustees and Administrators.  

     

    (a)             

     

    No
resignation or removal of any Trustee (the “Relevant Trustee”) and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of this Section 4.5.

     

    (b)             

     

    Subject
to Section 4.5(a), a
Relevant Trustee may resign at any time by giving written notice thereof to the
Holders of the Securities and by appointing a successor Relevant
Trustee.  Upon the resignation of the Institutional Trustee, the
Institutional Trustee shall appoint a successor by requesting from at least
three Persons meeting the eligibility requirements their expenses and charges to
serve as the successor Institutional Trustee on a form provided by the
Administrators, and selecting the Person who agrees to the lowest expense and
charges (the “Successor Institutional Trustee”).  If the instrument of
acceptance by the successor Relevant Trustee required by this Section 4.5 shall not have been delivered to the
Relevant Trustee within 60 days after the giving of such notice of resignation
or delivery of the instrument of removal, the Relevant Trustee may petition, at
the expense of the Trust, any federal, state or District of Columbia court of
competent jurisdiction for the appointment of a successor Relevant
Trustee.  Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a Relevant Trustee. The Institutional
Trustee shall have no liability for the selection of such successor pursuant to
this Section 4.5.

     

    (c)             

     

    Unless an
Event of Default shall have occurred and be continuing, any Trustee may be
removed at any time by an act of the Holders of a Majority in liquidation amount
of the Common Securities.  If any Trustee shall be so removed, the
Holders of the Common Securities, by act of the Holders of a Majority in
liquidation amount of the Common Securities delivered to the Relevant Trustee,
shall promptly appoint a successor Relevant Trustee, and such successor Trustee
shall comply with the applicable requirements of this Section 4.5.  If an Event of Default shall
have occurred and be continuing, the Institutional Trustee or the Delaware
Trustee, or both of them, may be removed by the act of the Holders of a Majority
in liquidation amount of the Capital Securities, delivered to the Relevant
Trustee (in its individual capacity and on behalf of the Trust).  If
any Trustee shall be so removed, the Holders of Capital Securities, by act of
the Holders of a Majority in liquidation amount of the Capital Securities then
outstanding delivered to the Relevant Trustee, shall promptly appoint a
successor Relevant Trustee or Trustees, and such successor Trustee shall comply
with the applicable requirements of this Section
4.5.  If no successor Relevant Trustee shall have been so
appointed by the Holders of a Majority in liquidation amount of the Capital
Securities and accepted appointment in the manner required by this Section 4.5 within 30 days after delivery of an
instrument of removal, the Relevant Trustee or any Holder who has been a Holder
of the Securities for at least six months may, on behalf of himself and all
others similarly situated, petition any federal, state or District of Columbia
court of competent jurisdiction for the appointment of a successor Relevant
Trustee.  Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a successor Relevant Trustee or
Trustees.

     

    (d)             

     

    The
Institutional Trustee shall give notice of each resignation and each removal of
a Trustee and each appointment of a successor Trustee to all Holders and to the
Sponsor.  Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Institutional
Trustee.

     

    (e)             

     

    Notwithstanding
the foregoing or any other provision of this Declaration, in the event a
Delaware Trustee who is a natural person dies or is adjudged by a court to have
become incompetent or incapacitated, the vacancy created by such death,
incompetence or incapacity may be filled by the Institutional Trustee following
the procedures in this Section 4.5 (with the
successor being a Person who satisfies the eligibility requirement for a
Delaware Trustee set forth in this Declaration) (the “Successor Delaware
Trustee”).

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    (f)             

     

    In case
of the appointment hereunder of a successor Relevant Trustee, the retiring
Relevant Trustee and each successor Relevant Trustee with respect to the
Securities shall execute and deliver an amendment hereto wherein each successor
Relevant Trustee shall accept such appointment and which (a) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Relevant Trustee all the rights, powers, trusts
and duties of the retiring Relevant Trustee with respect to the Securities and
the Trust and (b) shall add to or change any of the provisions of this
Declaration as shall be necessary to provide for or facilitate the
administration of the Trust by more than one Relevant Trustee, it being
understood that nothing herein or in such amendment shall constitute such
Relevant Trustees co-trustees and upon the execution and delivery of such
amendment the resignation or removal of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on request of the Trust or any successor Relevant Trustee, such retiring
Relevant Trustee shall duly assign, transfer and deliver to such successor
Relevant Trustee all Trust Property, all proceeds thereof and money held by such
retiring Relevant Trustee hereunder with respect to the Securities and the Trust
subject to the payment of all unpaid fees, expenses and indemnities of such
retiring Relevant Trustee.

     

    (g)             

     

    No
Institutional Trustee or Delaware Trustee shall be liable for the acts or
omissions to act of any Successor Institutional Trustee or Successor Delaware
Trustee, as the case may be.

     

    (h)             

     

    The
Holders of the Capital Securities will have no right to vote to appoint, remove
or replace the Administrators, which voting rights are vested exclusively in the
Holders of the Common Securities.

     

    (i)             

     

    Any
successor Delaware Trustee shall file an amendment to the Certificate of Trust
with the Secretary of State of the State of Delaware identifying the name and
principal place of business of such Delaware Trustee in the State of
Delaware.

     

    Section
4.6.                                Vacancies
Among Trustees.  

     

    If a
Trustee ceases to hold office for any reason and the number of Trustees is not
reduced pursuant to Section 4.1, a vacancy shall
occur.  A resolution certifying the existence of such vacancy by the
Trustees or, if there are more than two, a majority of the Trustees, shall be
conclusive evidence of the existence of such vacancy.  The vacancy
shall be filled with a Trustee appointed in accordance with Section 4.5.

     

    Section
4.7.                                Effect of
Vacancies.  

     

    The
death, resignation, retirement, removal, bankruptcy, dissolution, liquidation,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to dissolve, terminate or annul the Trust or terminate this
Declaration.  Whenever a vacancy in the number of Trustees shall
occur, until such vacancy is filled by the appointment of a Trustee in
accordance with Section 4.5, the Institutional
Trustee shall have all the powers granted to the Trustees and shall discharge
all the duties imposed upon the Trustees by this Declaration.

     

    Section
4.8.                                Meetings of the Trustees and
the Administrators.  

     

    Meetings
of the Administrators shall be held from time to time upon the call of an
Administrator.  Regular meetings of the Administrators may be held in
person in the United States or by telephone, at a place (if applicable) and time
fixed by resolution of the Administrators.  Notice of any in-person
meetings of the Trustees with the Administrators or meetings of the
Administrators shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than
48 hours before such meeting.  Notice of any telephonic meetings
of the Trustees with the Administrators or meetings of the Administrators or any
committee thereof shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than
24 hours before a meeting.  Notices shall contain a brief
statement of the time, place and anticipated purposes of the
meeting.  The presence (whether in person or by telephone) of a
Trustee or an Administrator, as the case may be, at a meeting shall constitute a
waiver of notice of such meeting except where the Trustee or an
Administrator,

     


    
      
        
           

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          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    as the
case may be, attends a meeting for the express purpose of objecting to the
transaction of any activity on the grounds that the meeting has not been
lawfully called or convened.  Unless provided otherwise in this
Declaration, any action of the Trustees or the Administrators, as the case may
be, may be taken at a meeting by vote of a majority of the Trustees or the
Administrators present (whether in person or by telephone) and eligible to vote
with respect to such matter, provided that a Quorum is present, or without a
meeting by the unanimous written consent of the Trustees or the
Administrators.  Meetings of the Trustees and the Administrators
together shall be held from time to time upon the call of any Trustee or an
Administrator.

     

    Section
4.9.                                Delegation of
Power.

     

    (a)             

     

    Any
Administrator may, by power of attorney consistent with applicable law, delegate
to any other natural person over the age of 21 that is a U.S. Person his or her
power for the purpose of executing any documents contemplated in Section 2.6; and

     

    (b)             

     

    the
Administrators shall have power to delegate from time to time to such of their
number the doing of such things and the execution of such instruments either in
the name of the Trust or the names of the Administrators or otherwise as the
Administrators may deem expedient, to the extent such delegation is not
prohibited by applicable law or contrary to the provisions of the Trust, as set
forth herein.

     

    Section
4.10.                                Conversion, Consolidation or
Succession to Business.  

     

    Any
Person into which the Institutional Trustee or the Delaware Trustee may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the
Institutional Trustee or the Delaware Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the
Institutional Trustee or the Delaware Trustee shall be the successor of the
Institutional Trustee or the Delaware Trustee hereunder, provided such Person
shall be otherwise qualified and eligible under this Article and, provided, further, that such
Person shall file an amendment to the Certificate of Trust with the Secretary of
State of the State of Delaware as contemplated in Section 4.5(i).

     

    ARTICLE
V

     

    


     

    DISTRIBUTIONS

     

    Section
5.1.                                Distributions.  

     

    Holders
shall receive Distributions in accordance with the applicable terms of the
relevant Holder’s Securities. Distributions shall be made on the Capital
Securities and the Common Securities in accordance with the preferences set
forth in their respective terms.  If and to the extent that the
Debenture Issuer makes a payment of Interest or any principal on the Debentures
held by the Institutional Trustee, the Institutional Trustee shall and is
directed, to the extent funds are available for that purpose, to make a
distribution (a “Distribution”) of
such amounts to Holders.

     

    ARTICLE
VI

     

    


     

    ISSUANCE
OF SECURITIES

     

    Section
6.1.                                General Provisions Regarding
Securities.

     

    (a)             

     

    The
Administrators shall, on behalf of the Trust, issue one series of capital
securities substantially in the form of Exhibit A-1 representing undivided
beneficial interests in the assets of the Trust having such terms as are set
forth in Annex I and one series of common securities substantially in the
form of Exhibit A-2 representing undivided beneficial interests in the assets of
the Trust having such terms as are set forth in Annex I.  The
Trust shall issue no securities or other interests in the assets of
the

     


    
      
        
           

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Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    Trust
other than the Capital Securities and the Common Securities.  The
Capital Securities rank pari
passu to, and payment thereon shall be made Pro Rata with, the Common
Securities except that, where an Event of Default has occurred and is
continuing, the rights of Holders of the Common Securities to payment in respect
of Distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights to payment of the Holders of the Capital Securities
as set forth in Annex I.

     

    (b)             

     

    The
Certificates shall be signed on behalf of the Trust by one or more
Administrators. Such signature shall be the facsimile or manual signature of any
Administrator.  In case any Administrator of the Trust who shall have
signed any of the Securities shall cease to be such Administrator before the
Certificates so signed shall be delivered by the Trust, such Certificates
nevertheless may be delivered as though the person who signed such Certificates
had not ceased to be such Administrator, and any Certificate may be signed on
behalf of the Trust by such persons who, at the actual date of execution of such
Security, shall be an Administrator of the Trust, although at the date of the
execution and delivery of the Declaration any such person was not such an
Administrator.  A Capital Security shall not be valid until
authenticated by the facsimile or manual signature of an Authorized Officer of
the Institutional Trustee.  Such signature shall be conclusive
evidence that the Capital Security has been authenticated under this
Declaration.  Upon written order of the Trust signed by one
Administrator, the Institutional Trustee shall authenticate the Capital
Securities for original issue.  The Institutional Trustee may appoint
an authenticating agent that is a U.S. Person acceptable to the Trust to
authenticate the Capital Securities.  A Common Security need not be so
authenticated.

     

    (c)             

     

    The
consideration received by the Trust for the issuance of the Securities shall
constitute a contribution to the capital of the Trust and shall not constitute a
loan to the Trust.

     

    (d)             

     

    Upon
issuance of the Securities as provided in this Declaration, the Securities so
issued shall be deemed to be validly issued, fully paid and, except as provided
in Section 9.1(b) with respect to the Common Securities,
non-assessable.

     

    (e)             

     

    Every
Person, by virtue of having become a Holder in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed to the terms
of, and shall be bound by, this Declaration.

     

    Section
6.2.                                Paying Agent, Transfer Agent
and Registrar.  

     

    The Trust
shall maintain in Wilmington, Delaware, an office or agency where the Capital
Securities may be presented for payment (“Paying Agent”), and
an office or agency where Securities may be presented for registration of
transfer or exchange (the “Transfer
Agent”).  The Trust shall keep or cause to be kept at such
office or agency a register for the purpose of registering Securities, transfers
and exchanges of Securities, such register to be held by a registrar (the “Registrar”).  The
Administrators may appoint the Paying Agent, the Registrar and the Transfer
Agent and may appoint one or more additional Paying Agents or one or more
co-Registrars, or one or more co-Transfer Agents in such other locations as it
shall determine.  The term “Paying Agent”
includes any additional paying agent, the term “Registrar” includes
any additional registrar or co-Registrar and the term “Transfer Agent”
includes any additional transfer agent.  The Administrators may change
any Paying Agent, Transfer Agent or Registrar at any time without prior notice
to any Holder.  The Administrators shall notify the Institutional
Trustee of the name and address of any Paying Agent, Transfer Agent and
Registrar not a party to this Declaration.  The Administrators hereby
initially appoint the Institutional Trustee to act as Paying Agent, Transfer
Agent and Registrar for the Capital Securities and the Common
Securities.  The Institutional Trustee or any of its Affiliates in the
United States may act as Paying Agent, Transfer Agent or Registrar.

     

    Section
6.3.                                Form and
Dating.  

     

    The
Capital Securities and the Institutional Trustee’s certificate of authentication
thereon shall be substantially in the form of Exhibit A-1, and the Common
Securities shall be substantially in the form of Exhibit A-2, each of which
is hereby incorporated in and

     


    
      
        
           

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          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    expressly
made a part of this Declaration.  Certificates may be typed, printed,
lithographed or engraved or may be produced in any other manner as is reasonably
acceptable to the Administrators, as conclusively evidenced by their execution
thereof.  The Securities may have letters, numbers, notations or other
marks of identification or designation and such legends or endorsements required
by law, stock exchange rule, agreements to which the Trust is subject if any, or
usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Sponsor).  The Trust at the direction of the Sponsor
shall furnish any such legend not contained in Exhibit A-1 to the
Institutional Trustee in writing.  Each Capital Security shall be
dated on or before the date of its authentication.  The terms and
provisions of the Securities set forth in Annex I and the forms of Securities
set forth in Exhibits A-1 and A-2 are part of the terms of this Declaration
and to the extent applicable, the Institutional Trustee, the Delaware Trustee,
the Administrators and the Sponsor, by their execution and delivery of this
Declaration, expressly agree to such terms and provisions and to be bound
thereby.  Capital Securities will be issued only in blocks having a
stated liquidation amount of not less than $100,000.00 and any multiple of
$1,000.00 in excess thereof.

     

    The
Capital Securities are being offered and sold by the Trust pursuant to the
Placement Agreement in definitive, registered form without coupons and with the
Restricted Securities Legend.

     

    Section
6.4.                                Mutilated, Destroyed, Lost
or Stolen Certificates.

     

    If:

     

    (a)             

     

    any
mutilated Certificates should be surrendered to the Registrar, or if the
Registrar shall receive evidence to its satisfaction of the destruction, loss or
theft of any Certificate; and

     

    (b)             

     

    there
shall be delivered to the Registrar, the Administrators and the Institutional
Trustee such security or indemnity as may be required by them to keep each of
them harmless;

     

    then, in
the absence of notice that such Certificate shall have been acquired by a
protected purchaser, an Administrator on behalf of the Trust shall execute (and
in the case of a Capital Security Certificate, the Institutional Trustee shall
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like
denomination.  In connection with the issuance of any new Certificate
under this Section 6.4, the Registrar or the
Administrators may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection
therewith.  Any duplicate Certificate issued pursuant to this Section
shall constitute conclusive evidence of an ownership interest in the relevant
Securities, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

     

    Section
6.5.                                Temporary
Securities.  

     

    Until
definitive Securities are ready for delivery, the Administrators may prepare
and, in the case of the Capital Securities, the Institutional Trustee shall
authenticate, temporary Securities.  Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Administrators consider appropriate for temporary
Securities.  Without unreasonable delay, the Administrators shall
prepare and, in the case of the Capital Securities, the Institutional Trustee
shall authenticate, definitive Securities in exchange for temporary
Securities.

     

    Section
6.6.                                Cancellation.  

     

    The
Administrators at any time may deliver Securities to the Institutional Trustee
for cancellation.  The Registrar shall forward to the Institutional
Trustee any Securities surrendered to it for registration of transfer,
redemption or payment.  The Institutional Trustee shall promptly
cancel all Securities surrendered for registration of transfer, payment,
replacement or cancellation and shall dispose of such canceled Securities as the
Administrators direct.  The Administrators may not issue new
Securities to replace Securities that have been paid or that have been delivered
to the Institutional Trustee for cancellation.

     


    
      
        
           

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          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
6.7.                                Rights of Holders; Waivers of Past
Defaults.

     

    (a)             

     

    The legal
title to the Trust Property is vested exclusively in the Institutional Trustee
(in its capacity as such) in accordance with Section
2.5, and the Holders shall not have any right or title therein other than
the undivided beneficial interest in the assets of the Trust conferred by their
Securities and they shall have no right to call for any partition or division of
property, profits or rights of the Trust except as described
below.  The Securities shall be personal property giving only the
rights specifically set forth therein and in this Declaration.  The
Securities shall have no preemptive or similar rights.

     

    (b)             

     

    For so
long as any Capital Securities remain outstanding, if upon an Indenture Event of
Default, the Debenture Trustee fails or the holders of not less than 25% in
principal amount of the outstanding Debentures fail to declare the principal of
all of the Debentures to be immediately due and payable, the Holders of a
Majority in liquidation amount of the Capital Securities then outstanding shall
have the right to make such declaration by a notice in writing to the
Institutional Trustee, the Sponsor and the Debenture Trustee.

     

    At any
time after a declaration of acceleration with respect to the Debentures has been
made and before a judgment or decree for payment of the money due has been
obtained by the Debenture Trustee as provided in the Indenture, if the
Institutional Trustee, subject to the provisions hereof, fails to annul any such
declaration and waive such default, the Holders of a Majority in liquidation
amount of the Capital Securities, by written notice to the Institutional
Trustee, the Sponsor and the Debenture Trustee, may rescind and annul such
declaration and its consequences if:

     

    (i)             

     

    the
Debenture Issuer has paid or deposited with the Debenture Trustee a sum
sufficient to pay

     

    (A)  

     

    all
overdue installments of interest on all of the Debentures,

     

    (B)  

     

    any
accrued Additional Interest on all of the Debentures,

     

    (C)  

     

    the
principal of (and premium, if any, on) any Debentures that have become due
otherwise than by such declaration of acceleration and interest and Additional
Interest thereon at the rate borne by the Debentures, and

     

    (D)  

     

    all sums
paid or advanced by the Debenture Trustee under the Indenture and the reasonable
compensation, expenses, disbursements and advances of the Debenture Trustee and
the Institutional Trustee, their agents and counsel; and

     

    (ii)             

     

    all
Events of Default with respect to the Debentures, other than the non-payment of
the principal of the Debentures that has become due solely by such acceleration,
have been cured or waived as provided in Section 5.7 of the
Indenture.

     

    The
Holders of at least a Majority in liquidation amount of the Capital Securities
may, on behalf of the Holders of all the Capital Securities, waive any past
default under the Indenture or any Indenture Event of Default, except a default
or Indenture Event of Default in the payment of principal or interest on the
Debentures (unless such default or Indenture Event of Default has been cured and
a sum sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Debenture Trustee) or
a default under the Indenture or an Indenture Event of Default in respect of a
covenant or provision that under the Indenture cannot be modified or amended
without the consent of the holder of each outstanding Debenture.  No
such rescission shall affect any subsequent default or impair any right
consequent thereon.

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    Upon
receipt by the Institutional Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of any part of the
Capital Securities, a record date shall be established for determining Holders
of outstanding Capital Securities entitled to join in such notice, which record
date shall be at the close of business on the day the Institutional Trustee
receives such notice.  The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date; provided, that unless
such declaration of acceleration, or rescission and annulment, as the case may
be, shall have become effective by virtue of the requisite percentage having
joined in such notice prior to the day that is 90 days after such record
date, such notice of declaration of acceleration, or rescission and annulment,
as the case may be, shall automatically and without further action by any Holder
be canceled and of no further effect.  Nothing in this paragraph shall
prevent a Holder, or a proxy of a Holder, from giving, after expiration of such
90-day period, a new written notice of declaration of acceleration, or
rescission and annulment thereof, as the case may be, that is identical to a
written notice that has been canceled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 6.7.

     

    (c)             

     

    Except as
otherwise provided in paragraphs (a) and (b) of this Section 6.7, the Holders of at least a Majority in
liquidation amount of the Capital Securities may, on behalf of the Holders of
all the Capital Securities, waive any past default or Event of Default and its
consequences.  Upon such waiver, any such default or Event of Default
shall cease to exist, and any default or Event of Default arising therefrom
shall be deemed to have been cured, for every purpose of this Declaration, but
no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon.

     

    ARTICLE
VII

     

    


     

    DISSOLUTION
AND TERMINATION OF TRUST

     

    Section
7.1.                                Dissolution and Termination
of Trust.

     

    (a)             

     

    The Trust
shall dissolve on the first to occur of:

     

    (i)             

     

    unless
earlier dissolved, on December 15, 2040, the expiration of the term of the
Trust;

     

    (ii)             

     

    upon a
Bankruptcy Event with respect to the Sponsor, the Trust or the Debenture
Issuer;

     

    (iii)             

     

    upon the
filing of a certificate of dissolution or its equivalent with respect to the
Sponsor (other than in connection with a merger, consolidation or similar
transaction not prohibited by the Indenture or this Declaration, as the case may
be) or upon the revocation of the charter of the Sponsor and the expiration of
90 days after the date of revocation without a reinstatement
thereof;

     

    (iv)             

     

    upon the
distribution of the Debentures to the Holders of the Securities, upon exercise
of the right of the Holder of all of the outstanding Common Securities to
dissolve the Trust as provided in Annex I hereto;

     

    (v)             

     

    upon the
entry of a decree of judicial dissolution of the Holder of the Common
Securities, the Sponsor, the Trust or the Debenture Issuer;

     

    (vi)             

     

    when all
of the Securities shall have been called for redemption and the amounts
necessary for redemption thereof shall have been paid to the Holders in
accordance with the terms of the Securities; or

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    (vii)             

     

    before
the issuance of any Securities, with the consent of all of the Trustees and the
Sponsor.

     

    (b)             

     

    As soon
as is practicable after the occurrence of an event referred to in Section 7.1(a), and after satisfaction of liabilities
to creditors of the Trust as required by applicable law, including of the
Statutory Trust Act, and subject to the terms set forth in Annex I, the
Institutional Trustee shall terminate the Trust by filing a certificate of
cancellation with the Secretary of State of the State of Delaware.

     

    (c)             

     

    The
provisions of Section 2.9 and Article IX shall survive the termination
of the Trust.

     

    ARTICLE
VIII

     

    


     

    TRANSFER
OF INTERESTS

     

    Section
8.1.                                General.

     

    (a)             

     

    Subject
to Section 8.1(c),
where Capital Securities are presented to the Registrar or a co-registrar with a
request to register a transfer or to exchange them for an equal number of
Capital Securities represented by different certificates, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met.  To permit registrations of transfer and
exchanges, the Trust shall issue and the Institutional Trustee shall
authenticate Capital Securities at the Registrar’s request.

     

    (b)             

     

    Upon
issuance of the Common Securities, the Sponsor shall acquire and retain
beneficial and record ownership of the Common Securities and for so long as the
Securities remain outstanding, and to the fullest extent permitted by applicable
law, the Sponsor shall maintain 100% ownership of the Common Securities; provided, however, that any
permitted successor of the Sponsor, in its capacity as Debenture Issuer, under
the Indenture that is a U.S. Person may succeed to the Sponsor’s ownership of
the Common Securities.

     

    (c)             

     

    Capital
Securities may only be transferred, in whole or in part, in accordance with the
terms and conditions set forth in this Declaration and in the terms of the
Securities.  To the fullest extent permitted by applicable law, any
transfer or purported transfer of any Security not made in accordance with this
Declaration shall be null and void and will be deemed to be of no legal effect
whatsoever and any such transferee shall be deemed not to be the holder of such
Capital Securities for any purpose, including but not limited to the receipt of
Distributions on such Capital Securities, and such transferee shall be deemed to
have no interest whatsoever in such Capital Securities.

     

    (d)             

     

    The
Registrar shall provide for the registration of Securities and of transfers of
Securities, which will be effected without charge but only upon payment (with
such indemnity as the Registrar may require) in respect of any tax or other
governmental charges that may be imposed in relation to it.  Upon
surrender for registration of transfer of any Securities, the Registrar shall
cause one or more new Securities of the same tenor to be issued in the name of
the designated transferee or transferees.  Every Security surrendered
for registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Registrar duly executed by the Holder or
such Holder’s attorney duly authorized in writing.  Each Security
surrendered for registration of transfer shall be canceled by the Institutional
Trustee pursuant to Section 6.6.  A
transferee of a Security shall be entitled to the rights and subject to the
obligations of a Holder hereunder upon the receipt by such transferee of a
Security.  By acceptance of a Security, each transferee shall be
deemed to have agreed to be bound by this Declaration.

     

    (e)             

     

    The Trust
shall not be required (i) to issue, register the transfer of, or exchange
any Securities during a period beginning at the opening of business
fifteen days before the day of any selection of Securities for redemption
and ending at the close of business on the earliest date on which the
relevant

     


    
      
        
           

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          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    notice of
redemption is deemed to have been given to all Holders of the Securities to be
redeemed, or (ii) to register the transfer or exchange of any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

     

    Section
8.2.                                Transfer Procedures and
Restrictions.

     

    (a)             

     

    The
Capital Securities shall bear the Restricted Securities Legend, which shall not
be removed unless there is delivered to the Trust such satisfactory evidence,
which may include an opinion of counsel satisfactory to the Institutional
Trustee, as may be reasonably required by the Trust, that neither the legend nor
the restrictions on transfer set forth therein are required to ensure that
transfers thereof comply with the provisions of the Securities
Act.  Upon provision of such satisfactory evidence, the Institutional
Trustee, at the written direction of the Trust, shall authenticate and deliver
Capital Securities that do not bear the legend.

     

    (b)             

     

    Except as
permitted by Section 8.2(a), each Capital Security
shall bear a legend (the “Restricted Securities
Legend”) in substantially the following form and a Capital Security shall
not be transferred except in compliance with such legend, unless otherwise
determined by the Sponsor, upon the advice of counsel expert in securities law,
in accordance with applicable law:

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
SECURITIES LAW.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE SPONSOR OR
THE TRUST, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO
A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT,
(E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
SPONSOR’S AND THE TRUST’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE DECLARATION OF
TRUST, A COPY OF WHICH

     


    
      
        
           

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          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    MAY BE
OBTAINED FROM THE SPONSOR OR THE TRUST.  HEDGING TRANSACTIONS
INVOLVING THIS SECURITY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.

     

    THE
HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE TRUST THAT (A) THIS
SECURITY MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE TRUST
OR (II) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
PURCHASER” (AS DEFINED IN SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED), AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY CAPITAL
SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
ABOVE.

     

    THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT
IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS
ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT
PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO
SUCH PURCHASE OR HOLDING.  ANY PURCHASER OR HOLDER OF THE SECURITIES
OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE
MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT
RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE
EXEMPTION.

     

    THIS
SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A
LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.00 (100 SECURITIES) AND MULTIPLES
OF $1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF SECURITIES
IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED
TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

     

    THE
HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    (c)             

     

    To permit
registrations of transfers and exchanges, the Trust shall execute and the
Institutional Trustee shall authenticate Capital Securities at the Registrar’s
request.

     

    (d)             

     

    Registrations
of transfers or exchanges will be effected without charge, but only upon payment
(with such indemnity as the Registrar or the Sponsor may require) in respect of
any tax or other governmental charge that may be imposed in relation to
it.

     

    (e)             

     

    All
Capital Securities issued upon any registration of transfer or exchange pursuant
to the terms of this Declaration shall evidence the same security and shall be
entitled to the same benefits under this Declaration as the Capital Securities
surrendered upon such registration of transfer or exchange.

     

    Section
8.3.                                Deemed Security
Holders.  

     

    The
Trust, the Administrators, the Trustees, the Paying Agent, the Transfer Agent or
the Registrar may treat the Person in whose name any Certificate shall be
registered on the books and records of the Trust as the sole holder of such
Certificate and of the Securities represented by such Certificate for purposes
of receiving Distributions and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trust, the
Administrators, the Trustees, the Paying Agent, the Transfer Agent or the
Registrar shall have actual or other notice thereof.

     

    ARTICLE
IX

     

    


     

    LIMITATION
OF LIABILITY OF

     

    HOLDERS
OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS

     

    Section
9.1.                                Liability.

     

    (a)             

     

    Except as
expressly set forth in this Declaration and the terms of the Securities, the
Sponsor shall not be:

     

    (i)             

     

    personally
liable for the return of any portion of the capital contributions (or any return
thereon) of the Holders of the Securities which shall be made solely from assets
of the Trust; or

     

    (ii)             

     

    required
to pay to the Trust or to any Holder of the Securities any deficit upon
dissolution of the Trust or otherwise.

     

    (b)             

     

    The
Holder of the Common Securities shall be liable for all of the debts and
obligations of the Trust (other than with respect to the Securities) to the
extent not satisfied out of the Trust’s assets.

     

    (c)             

     

    Pursuant
to the Statutory Trust Act, the Holders of the Capital Securities shall be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware.

     

    Section
9.2.                                Exculpation.

     

    (a)             

     

    No
Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Trust or any Covered Person for any loss, damage or claim
incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person’s negligence or willful misconduct
with respect to such acts or omissions.

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    (b)             

     

    An
Indemnified Person shall be fully protected in relying in good faith upon the
records of the Trust and upon such information, opinions, reports or statements
presented to the Trust by any Person as to matters the Indemnified Person
reasonably believes are within such other Person’s professional or expert
competence and, if selected by such Indemnified Person, has been selected by
such Indemnified Person with reasonable care by or on behalf of the Trust,
including information, opinions, reports or statements as to the value and
amount of the assets, liabilities, profits, losses, or any other facts pertinent
to the existence and amount of assets from which Distributions to Holders of
Securities might properly be paid.

     

    Section
9.3.                                Fiduciary
Duty.

     

    (a)             

     

    To the
extent that, at law or in equity, an Indemnified Person has duties (including
fiduciary duties) and liabilities relating thereto to the Trust or to any other
Covered Person, an Indemnified Person acting under this Declaration shall not be
liable to the Trust or to any other Covered Person for its good faith reliance
on the provisions of this Declaration.  The provisions of this
Declaration, to the extent that they restrict the duties and liabilities of an
Indemnified Person otherwise existing at law or in equity, are agreed by the
parties hereto to replace such other duties and liabilities of the Indemnified
Person.

     

    (b)             

     

    Whenever
in this Declaration an Indemnified Person is permitted or required to make a
decision:

     

    (i)             

     

    in its
“discretion” or under a grant of similar authority, the Indemnified Person shall
be entitled to consider such interests and factors as it desires, including its
own interests, and shall have no duty or obligation to give any consideration to
any interest of or factors affecting the Trust or any other Person;
or

     

    (ii)             

     

    in its
“good faith” or under another express standard, the Indemnified Person shall act
under such express standard and shall not be subject to any other or different
standard imposed by this Declaration or by applicable law.

     

    Section
9.4.                                Indemnification.

     

    (a)             

     

    The
Sponsor shall indemnify, to the full extent permitted by law, any Indemnified
Person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Trust) arising out of or in connection with the acceptance or
administration of this Declaration by reason of the fact that he is or was an
Indemnified Person against expenses (including reasonable attorneys’ fees and
expenses), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Indemnified
Person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.

     

    (b)             

     

    The
Sponsor shall indemnify, to the full extent permitted by law, any Indemnified
Person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the Trust
to procure a judgment in its favor arising out of or in connection with the
acceptance or administration of this Declaration by reason of the fact that he
is or was an Indemnified Person against expenses (including reasonable
attorneys’ fees and expenses) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Trust; provided, however, that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such Indemnified Person shall have been adjudged to be liable to the Trust
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.

     

    (c)             

     

    To the
extent that an Indemnified Person shall be successful on the merits or otherwise
(including dismissal of an action without prejudice or the settlement of an
action without admission of liability) in defense of any action, suit or
proceeding referred to in paragraphs (a) and (b) of this Section 9.4, or in defense of any claim, issue or
matter therein, he shall be indemnified, to the full extent permitted by law,
against expenses (including attorneys’ fees and expenses) actually and
reasonably incurred by him in connection therewith.

     

    (d)             

     

    Any
indemnification of an Administrator under paragraphs (a) and (b) of this Section 9.4 (unless ordered by a court) shall be made
by the Sponsor only as authorized in the specific case upon a determination that
indemnification of the Indemnified Person is proper in the circumstances because
he has met the applicable standard of conduct set forth in paragraphs (a)
and (b).  Such determination shall be made (i) by the
Administrators by a majority vote of a Quorum consisting of such Administrators
who were not parties to such action, suit or proceeding, (ii) if such a
Quorum is not obtainable, or, even if obtainable, if a Quorum of disinterested
Administrators so directs, by independent legal counsel in a written opinion, or
(iii) by the Common Security Holder of the Trust.

     

    (e)             

     

    To the
fullest extent permitted by law, expenses (including reasonable attorneys’ fees
and expenses) incurred by an Indemnified Person in defending a civil, criminal,
administrative or investigative action, suit or proceeding referred to in
paragraphs (a) and (b) of this Section 9.4
shall be paid by the Sponsor in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
Indemnified Person to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Sponsor as authorized in this
Section 9.4.  Notwithstanding the
foregoing, no advance shall be made by the Sponsor if a determination is
reasonably and promptly made (i) by the Administrators by a majority vote
of a Quorum of disinterested Administrators, (ii) if such a Quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested Administrators
so directs, by independent legal counsel in a written opinion or (iii) by
the Common Security Holder of the Trust, that, based upon the facts known to the
Administrators, counsel or the Common Security Holder at the time such
determination is made, such Indemnified Person acted in bad faith or in a manner
that such Indemnified Person did not believe to be in the best interests of the
Trust, or, with respect to any criminal proceeding, that such Indemnified Person
believed or had reasonable cause to believe his conduct was
unlawful.  In no event shall any advance be made in instances where
the Administrators, independent legal counsel or the Common Security Holder
reasonably determine that such Indemnified Person deliberately breached his duty
to the Trust or its Common or Capital Security Holders.

     

    (f)             

     

    The
Trustees, at the sole cost and expense of the Sponsor, retain the right to
representation by counsel of their own choosing in any action, suit or any other
proceeding for which they are indemnified under paragraphs (a) and (b) of
this Section 9.4, without affecting their right to
indemnification hereunder or waiving any rights afforded to it under this
Declaration or applicable law.

     

    (g)             

     

    The
indemnification and advancement of expenses provided by, or granted pursuant to,
the other paragraphs of this Section 9.4 shall not
be deemed exclusive of any other rights to which those seeking indemnification
and advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors of the Sponsor or Capital Security
Holders of the Trust or otherwise, both as to

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    action in
his official capacity and as to action in another capacity while holding such
office.  All rights to indemnification under this Section 9.4
shall be deemed to be provided by a contract between the Sponsor and each
Indemnified Person who serves in such capacity at any time while this Section 9.4 is in effect.  Any repeal or
modification of this Section 9.4 shall not affect
any rights or obligations then existing.

     

    (h)             

     

    The
Sponsor or the Trust may purchase and maintain insurance on behalf of any Person
who is or was an Indemnified Person against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Sponsor would have the power to indemnify him against such
liability under the provisions of this Section
9.4.

     

    (i)             

     

    For
purposes of this Section 9.4, references to “the
Trust” shall include, in addition to the resulting or surviving entity, any
constituent entity (including any constituent of a constituent) absorbed in a
consolidation or merger, so that any Person who is or was a director, trustee,
officer or employee of such constituent entity, or is or was serving at the
request of such constituent entity as a director, trustee, officer, employee or
agent of another entity, shall stand in the same position under the provisions
of this Section 9.4 with respect to the resulting
or surviving entity as he would have with respect to such constituent entity if
its separate existence had continued.

     

    (j)             

     

    The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Section 9.4 shall, unless otherwise provided
when authorized or ratified, (i) continue as to a Person who has ceased to
be an Indemnified Person and shall inure to the benefit of the heirs, executors
and administrators of such a Person; and (ii) survive the termination or
expiration of this Declaration or the earlier removal or resignation of an
Indemnified Person.

     

    Section
9.5.                                Outside
Businesses.  

     

    Any
Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee
may engage in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the business
of the Trust, and the Trust and the Holders of Securities shall have no rights
by virtue of this Declaration in and to such independent ventures or the income
or profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper.  None of any Covered Person, the Sponsor, the Delaware
Trustee or the Institutional Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Institutional
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity.  Any Covered Person, the Delaware Trustee and
the Institutional Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Sponsor or its
Affiliates.

     

    Section
9.6.                                Compensation;
Fee.  

     

    The
Sponsor agrees:

     

    (a)             

     

    to pay to
the Trustees from time to time such compensation for all services rendered by
them hereunder as the parties shall agree from time to time (which compensation
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust); and

     

    (b)             

     

    except as
otherwise expressly provided herein, to reimburse the Trustees upon request for
all reasonable expenses, disbursements and advances incurred or made by the
Trustees in accordance with any provision of this Declaration (including the
reasonable compensation and the expenses and disbursements of their respective
agents and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence, bad faith or willful misconduct.

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    For
purposes of clarification, this Section 9.6 does not contemplate the
payment by the Sponsor of acceptance or annual administration fees owing to the
Trustees under this Declaration or the fees and expenses of the Trustees’
counsel in connection with the closing of the transactions contemplated by this
Declaration.

     

    The
provisions of this Section 9.6 shall survive the
dissolution of the Trust and the termination of this Declaration and the removal
or resignation of any Trustee.

     

    No
Trustee may claim any lien or charge on any property of the Trust as a result of
any amount due pursuant to this Section
9.6.

     

    ARTICLE
X

     

    


     

    ACCOUNTING

     

    Section
10.1.                                Fiscal
Year.  

     

    The
fiscal year (“Fiscal
Year”) of the Trust shall be the calendar year, or such other year as is
required by the Code.

     

    Section
10.2.                                Certain Accounting
Matters.  

     

    (a)             

     

    At all
times during the existence of the Trust, the Administrators shall keep, or cause
to be kept at the principal office of the Trust in the United States, as defined
for purposes of Treasury Regulations section 301.7701-7, full books of account,
records and supporting documents, which shall reflect in reasonable detail each
transaction of the Trust.  The books of account shall be maintained,
at the Sponsor’s expense, in accordance with generally accepted accounting
principles, consistently applied.  The books of account and the
records of the Trust shall be examined by and reported upon (either separately
or as part of the Sponsor’s regularly prepared consolidated financial report) as
of the end of each Fiscal Year of the Trust by a firm of independent certified
public accountants selected by the Administrators.

     

    (b)             

     

    The
Administrators shall cause to be duly prepared and delivered to each of the
Holders of Securities Internal Revenue Service Form 1099 or such other annual
United States federal income tax information statement required by the Code,
containing such information with regard to the Securities held by each Holder as
is required by the Code and the Treasury Regulations.  Notwithstanding
any right under the Code to deliver any such statement at a later date, the
Administrators shall endeavor to deliver all such statements within 30 days
after the end of each Fiscal Year of the Trust.

     

    (c)             

     

    The
Administrators, at the Sponsor’s expense, shall cause to be duly prepared at the
principal office of the Sponsor in the United States, as ‘United States’ is
defined in Section 7701(a)(9) of the Code (or at the principal office of
the Trust if the Sponsor has no such principal office in the United States), and
filed an annual United States federal income tax return on an Internal Revenue
Service Form 1041 or such other form required by United States federal income
tax law, and any other annual income tax returns required to be filed by the
Administrators on behalf of the Trust with any state or local taxing
authority.

     

    Section
10.3.                                Banking.  

     

    The Trust
shall maintain in the United States, as defined for purposes of Treasury
Regulations section 301.7701-7, one or more bank accounts in the name and for
the sole benefit of the Trust; provided, however, that all
payments of funds in respect of the Debentures held by the Institutional Trustee
shall be made directly to the Property Account and no other funds of the Trust
shall be deposited in the Property Account.  The sole signatories for
such accounts (including the Property Account) shall be designated by the
Institutional Trustee.

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
10.4.                                Withholding.  

     

    The
Institutional Trustee or any Paying Agent and the Administrators shall comply
with all withholding requirements under United States federal, state and local
law.  The Institutional Trustee or any Paying Agent shall request, and
each Holder shall provide to the Institutional Trustee or any Paying Agent, such
forms or certificates as are necessary to establish a complete exemption from
withholding with respect to the Holder, and any representations and forms as
shall reasonably be requested by the Institutional Trustee or any Paying Agent
to assist it in determining the extent of, and in fulfilling, its withholding
obligations.  The Administrators shall file required forms with
applicable jurisdictions and, unless a complete exemption from withholding is
properly established by a Holder, shall remit amounts withheld with respect to
the Holder to applicable jurisdictions.  To the extent that the
Institutional Trustee or any Paying Agent is required to withhold and pay over
any amounts to any authority with respect to distributions or allocations to any
Holder, the amount withheld shall be deemed to be a Distribution in the amount
of the withholding to the Holder.  In the event of any claimed
overwithholding, Holders shall be limited to an action against the applicable
jurisdiction.  If the amount required to be withheld was not withheld
from actual Distributions made, the Institutional Trustee or any Paying Agent
may reduce subsequent Distributions by the amount of such
withholding.

     

    ARTICLE
XI

     

    


     

    AMENDMENTS
AND MEETINGS

     

    Section
11.1.                                Amendments.

     

    (a)             

     

    Except as
otherwise provided in this Declaration or by any applicable terms of the
Securities, this Declaration may only be amended by a written instrument
approved and executed (i) by the Institutional Trustee, or (ii) if the
amendment affects the rights, powers, duties, obligations or immunities of the
Delaware Trustee, by the Delaware Trustee.

     

    (b)             

     

    Notwithstanding
any other provision of this Article XI, an amendment may be made, and any
such purported amendment shall be valid and effective only if:

     

    (i)             

     

    the
Institutional Trustee shall have first received

     

    (A)  

     

    an
Officers’ Certificate from each of the Trust and the Sponsor that such amendment
is permitted by, and conforms to, the terms of this Declaration (including the
terms of the Securities); and

     

    (B)  

     

    an
opinion of counsel (who may be counsel to the Sponsor or the Trust) that such
amendment is permitted by, and conforms to, the terms of this Declaration
(including the terms of the Securities); and

     

    (ii)             

     

    the
result of such amendment would not be to

     

    (A)  

     

    cause the
Trust to cease to be classified for purposes of United States federal income
taxation as a grantor trust; or

     

    (B)  

     

    cause the
Trust to be deemed to be an Investment Company required to be registered under
the Investment Company Act.

     

    (c)             

     

    Except as
provided in Section 11.1(d), (e) or (h), no
amendment shall be made, and any such purported amendment shall be void and
ineffective, unless the Holders of a Majority in liquidation amount of the
Capital Securities shall have consented to such amendment.

     


    
      
        
           

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    (d)             

     

    In
addition to and notwithstanding any other provision in this Declaration, without
the consent of each affected Holder, this Declaration may not be amended to
(i) change the amount or timing of any Distribution on the Securities or
otherwise adversely affect the amount of any Distribution required to be made in
respect of the Securities as of a specified date or change any conversion or
exchange provisions or (ii) restrict the right of a Holder to institute
suit for the enforcement of any such payment on or after such date.

     

    (e)             

     

    Sections 9.1(b)
and 9.1(c) and this Section 11.1 shall not be
amended without the consent of all of the Holders of the
Securities.

     

    (f)             

     

    Article III
shall not be amended without the consent of the Holders of a Majority in
liquidation amount of the Common Securities.

     

    (g)             

     

    The
rights of the Holders of the Capital Securities under Article IV to appoint
and remove Trustees shall not be amended without the consent of the Holders of a
Majority in liquidation amount of the Capital Securities.

     

    (h)             

     

    This
Declaration may be amended by the Institutional Trustee and the Holders of a
Majority in liquidation amount of the Common Securities without the consent of
the Holders of the Capital Securities to:

     

    (i)             

     

    cure any
ambiguity;

     

    (ii)             

     

    correct
or supplement any provision in this Declaration that may be defective or
inconsistent with any other provision of this Declaration;

     

    (iii)             

     

    add to
the covenants, restrictions or obligations of the Sponsor; or

     

    (iv)             

     

    modify,
eliminate or add to any provision of this Declaration to such extent as may be
necessary to ensure that the Trust will be classified for United States federal
income tax purposes at all times as a grantor trust and will not be required to
register as an Investment Company (including without limitation to conform to
any change in Rule 3a-5, Rule 3a-7 or any other applicable rule under
the Investment Company Act or written change in interpretation or application
thereof by any legislative body, court, government agency or regulatory
authority) which amendment does not have a material adverse effect on the
rights, preferences or privileges of the Holders of Securities;

     

    provided, however, that no such
modification, elimination or addition referred to in clauses (i), (ii),
(iii) or (iv) shall adversely affect in any material respect the powers,
preferences or special rights of Holders of Capital Securities.

     

    Section
11.2.                                Meetings of the Holders of
Securities; Action by Written Consent.

     

    (a)             

     

    Meetings
of the Holders of any class of Securities may be called at any time by the
Administrators (or as provided in the terms of the Securities) to consider and
act on any matter on which Holders of such class of Securities are entitled to
act under the terms of this Declaration or the terms of the
Securities.  The Administrators shall call a meeting of the Holders of
such class if directed to do so by the Holders of at least 10% in liquidation
amount of such class of Securities.  Such direction shall be given by
delivering to the Administrators one or more calls in a writing stating that the
signing Holders of the Securities wish to call a meeting and indicating the
general or specific purpose for which the meeting is to be
called.  Any Holders of the Securities calling a meeting shall specify
in writing the Certificates held by the Holders of the Securities exercising the
right to call a meeting and only those Securities

     


    
      
        
           

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    represented
by such Certificates shall be counted for purposes of determining whether the
required percentage set forth in the second sentence of this paragraph has been
met.

     

    (b)             

     

    Except to
the extent otherwise provided in the terms of the Securities, the following
provisions shall apply to meetings of Holders of the Securities:

     

    (i)             

     

    notice of
any such meeting shall be given to all the Holders of the Securities having a
right to vote thereat at least 7 days and not more than 60 days before
the date of such meeting.  Whenever a vote, consent or approval of the
Holders of the Securities is permitted or required under this Declaration, such
vote, consent or approval may be given at a meeting of the Holders of the
Securities.  Any action that may be taken at a meeting of the Holders
of the Securities may be taken without a meeting if a consent in writing setting
forth the action so taken is signed by the Holders of the Securities owning not
less than the minimum amount of Securities in liquidation amount that would be
necessary to authorize or take such action at a meeting at which all Holders of
the Securities having a right to vote thereon were present and
voting.  Prompt notice of the taking of action without a meeting shall
be given to the Holders of the Securities entitled to vote who have not
consented in writing.  The Administrators may specify that any written
ballot submitted to the Holders of the Securities for the purpose of taking any
action without a meeting shall be returned to the Trust within the time
specified by the Administrators;

     

    (ii)             

     

    each
Holder of a Security may authorize any Person to act for it by proxy on all
matters in which a Holder of Securities is entitled to participate, including
waiving notice of any meeting, or voting or participating at a meeting. No proxy
shall be valid after the expiration of 11 months from the date thereof
unless otherwise provided in the proxy.  Every proxy shall be
revocable at the pleasure of the Holder of the Securities executing
it.  Except as otherwise provided herein, all matters relating to the
giving, voting or validity of proxies shall be governed by the General
Corporation Law of the State of Delaware relating to proxies, and judicial
interpretations thereunder, as if the Trust were a Delaware corporation and the
Holders of the Securities were stockholders of a Delaware corporation; each
meeting of the Holders of the Securities shall be conducted by the
Administrators or by such other Person that the Administrators may designate;
and

     

    (iii)             

     

    unless
the Statutory Trust Act, this Declaration, or the terms of the Securities
otherwise provides, the Administrators, in their sole discretion, shall
establish all other provisions relating to meetings of Holders of Securities,
including notice of the time, place or purpose of any meeting at which any
matter is to be voted on by any Holders of the Securities, waiver of any such
notice, action by consent without a meeting, the establishment of a record date,
quorum requirements, voting in person or by proxy or any other matter with
respect to the exercise of any such right to vote; provided, however, that each
meeting shall be conducted in the United States (as that term is defined in
Treasury Regulations section 301.7701-7).

     

    ARTICLE
XII

     

    


     

    REPRESENTATIONS
OF INSTITUTIONAL TRUSTEE AND THE DELAWARE TRUSTEE

     

    Section
12.1.                                Representations and
Warranties of Institutional Trustee.  

     

    The
initial Institutional Trustee represents and warrants to the Trust and to the
Sponsor at the date of this Declaration, and each Successor Institutional
Trustee represents and warrants to the Trust and the Sponsor at the time of the
Successor Institutional Trustee’s acceptance of its appointment as Institutional
Trustee, that:

     


    
      
        
           

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    (a)             

     

    the
Institutional Trustee is a Delaware banking corporation with trust powers, duly
organized and validly existing under the laws of the State of Delaware with
trust power and authority to execute and deliver, and to carry out and perform
its obligations under the terms of, this Declaration;

     

    (b)             

     

    the
execution, delivery and performance by the Institutional Trustee of this
Declaration has been duly authorized by all necessary corporate action on the
part of the Institutional Trustee.  This Declaration has been duly
executed and delivered by the Institutional Trustee, and it constitutes a legal,
valid and binding obligation of the Institutional Trustee, enforceable against
it in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws affecting
creditors’ rights generally and to general principles of equity (regardless of
whether considered in a proceeding in equity or at law);

     

    (c)             

     

    the
execution, delivery and performance of this Declaration by the Institutional
Trustee does not conflict with or constitute a breach of the charter or by-laws
of the Institutional Trustee; and

     

    (d)             

     

    no
consent, approval or authorization of, or registration with or notice to, any
state or federal banking authority is required for the execution, delivery or
performance by the Institutional Trustee of this Declaration.

     

    Section
12.2.                                Representations
of the Delaware Trustee.  

     

    The
Trustee that acts as initial Delaware Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Declaration, and each Successor
Delaware Trustee represents and warrants to the Trust and the Sponsor at the
time of the Successor Delaware Trustee’s acceptance of its appointment as
Delaware Trustee that:

     

    (a)             

     

    if it is
not a natural person, the Delaware Trustee is duly organized, validly existing
and in good standing under the laws of the State of Delaware;

     

    (b)             

     

    if it is
not a natural person, the execution, delivery and performance by the Delaware
Trustee of this Declaration has been duly authorized by all necessary corporate
action on the part of the Delaware Trustee.  This Declaration has been
duly executed and delivered by the Delaware Trustee, and under Delaware law
(excluding any securities laws) constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency and other similar laws affecting creditors’ rights generally and to
general principles of equity and the discretion of the court (regardless of
whether considered in a proceeding in equity or at law);

     

    (c)             

     

    if it is
not a natural person, the execution, delivery and performance of this
Declaration by the Delaware Trustee does not conflict with or constitute a
breach of the charter or by-laws of the Delaware Trustee;

     

    (d)             

     

    it has
trust power and authority to execute and deliver, and to carry out and perform
its obligations under the terms of, this Declaration;

     

    (e)             

     

    no
consent, approval or authorization of, or registration with or notice to, any
state or federal banking authority governing the trust powers of the Delaware
Trustee is required for the execution, delivery or performance by the Delaware
Trustee of this Declaration; and

     

    (f)             

     

    the
Delaware Trustee is a natural person who is a resident of the State of Delaware
or, if not a natural person, it is an entity which has its principal place of
business in the State of Delaware and, in either case, a Person that satisfies
for the Trust the requirements of Section 3807 of the Statutory Trust
Act.

     


    
      
        
           

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Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
XIII

     

     

     

    MISCELLANEOUS

     

    Section
13.1.                                Notices.  

     

    All
notices provided for in this Declaration shall be in writing, duly signed by the
party giving such notice, and shall be delivered, telecopied (which telecopy
shall be followed by notice delivered or mailed by first class mail) or mailed
by first class mail, as follows:

     

    (a)             

     

    if given
to the Trust, in care of the Administrators at the Trust’s mailing address set
forth below (or such other address as the Trust may give notice of to the
Holders of the Securities):

     

    Bimini
Capital Trust II

    c/o
Bimini Mortgage Management, Inc.

    3305
Flamingo Drive

    Vero
Beach, Florida  32963

    Attention:  Jeffrey
J. Zimmer

    Telecopy:  772-231-1477

     

    (b)             

     

    if given
to the Delaware Trustee, at the Delaware Trustee’s mailing address set forth
below (or such other address as the Delaware Trustee may give notice of to the
Holders of the Securities):

     

    Wilmington
Trust Company

    Rodney
Square North

    1100
North Market Street

    Wilmington,
Delaware  19890-1600

    Attention:  Corporate
Trust Administration

    Telecopy:  302-636-4140

     

    (c)             

     

    if given
to the Institutional Trustee, at the Institutional Trustee’s mailing address set
forth below (or such other address as the Institutional Trustee may give notice
of to the Holders of the Securities):

     

    Wilmington
Trust Company

    Rodney
Square North

    1100
North Market Street

    Wilmington,
Delaware  19890-1600

    Attention:  Corporate
Trust Administration

    Telecopy:  302-636-4140

     

    (d)             

     

    if given
to the Holder of the Common Securities, at the mailing address of the Sponsor
set forth below (or such other address as the Holder of the Common Securities
may give notice of to the Trust):

     

    Bimini
Mortgage Management, Inc.

    3305
Flamingo Drive

    Vero
Beach, Florida  32963

    Attention:  Jeffrey
J. Zimmer

    Telecopy:  772-231-1477

     

    (e)             

     

    if given
to any other Holder, at the address set forth on the books and records of the
Trust.

     

    All such
notices shall be deemed to have been given when received in person, telecopied
with receipt confirmed, or mailed by first class mail, postage prepaid except
that if a notice or other document is refused delivery or cannot be delivered
because of a changed address of which no notice was given,

     


    
      
        
           

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    such
notice or other document shall be deemed to have been delivered on the date of
such refusal or inability to deliver.

     

    Section
13.2.                                Governing
Law.  

     

    This
Declaration and the rights of the parties hereunder shall be governed by and
interpreted in accordance with the law of the State of Delaware and all rights
and remedies shall be governed by such laws without regard to the principles of
conflict of laws of the State of Delaware or any other jurisdiction that would
call for the application of the law of any jurisdiction other than the State of
Delaware; provided, however, that there
shall not be applicable to the Trust, the Trustees or this Declaration any
provision of the laws (statutory or common) of the State of Delaware pertaining
to trusts that relate to or regulate, in a manner inconsistent with the terms
hereof (a) the filing with any court or governmental body or agency of
trustee accounts or schedules of trustee fees and charges, (b) affirmative
requirements to post bonds for trustees, officers, agents or employees of a
trust, (c) the necessity for obtaining court or other governmental approval
concerning the acquisition, holding or disposition of real or personal property,
(d) fees or other sums payable to trustees, officers, agents or employees
of a trust, (e) the allocation of receipts and expenditures to income or
principal, or (f) restrictions or limitations on the permissible nature,
amount or concentration of trust investments or requirements relating to the
titling, storage or other manner of holding or investing trust
assets.

     

    Section
13.3.                                Intention of the
Parties.  

     

    It is the
intention of the parties hereto that the Trust be classified for United States
federal income tax purposes as a grantor trust. The provisions of this
Declaration shall be interpreted to further this intention of the
parties.

     

    Section
13.4.                                Headings.  

     

    Headings
contained in this Declaration are inserted for convenience of reference only and
do not affect the interpretation of this Declaration or any provision
hereof.

     

    Section
13.5.                                Successors and
Assigns.  

     

    Whenever
in this Declaration any of the parties hereto is named or referred to, the
successors and assigns of such party shall be deemed to be included, and all
covenants and agreements in this Declaration by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns,
whether or not so expressed.

     

    Section
13.6.                                Partial
Enforceability.  

     

    If any
provision of this Declaration, or the application of such provision to any
Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to persons or circumstances
other than those to which it is held invalid, shall not be affected
thereby.

     

    Section
13.7.                                Counterparts.  

     

    This
Declaration may contain more than one counterpart of the signature page and this
Declaration may be executed by the affixing of the signature of each of the
Trustees and Administrators to any of such counterpart signature
pages.  All of such counterpart signature pages shall be read as
though one, and they shall have the same force and effect as though all of the
signers had signed a single signature page.

     

    Signatures
appear on the following page

     


    
      
        
           

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    IN
WITNESS WHEREOF, the undersigned have caused these presents to be executed as of
the day and year first above written.

     

    WILMINGTON
TRUST COMPANY,

    as
Delaware Trustee

    


    


    By:                                                                

    Name:

    Title:

    


    


    WILMINGTON
TRUST COMPANY,

    as
Institutional Trustee

    


    


    By:                                                                

    Name:

    Title:

    


    


    BIMINI
MORTGAGE MANAGEMENT, INC., as Sponsor

    


    


    By:                                                                

    Name:

    Title:

    


    ADMINISTRATORS
OF BIMINI CAPITAL TRUST II

    


    


    By:                                                                

    Administrator

    


    


    By:                                                                

    Administrator

    


    


    By:                                                                

    Administrator

    



    
      
        
           

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    ANNEX
I

    


    TERMS OF
SECURITIES

    


    Pursuant to Section 6.1 of the Amended and Restated Declaration of
Trust, dated as of October 5, 2005 (as amended from time to time, the
“Declaration”), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital Securities and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning set forth in the Declaration):

     

    1.           Designation and
Number.

     

    (a)           50,000
Fixed/Floating Rate Capital Securities of Bimini Capital Trust II (the
“Trust”), with an aggregate stated liquidation amount with respect to the assets
of the Trust of fifty million dollars ($50,000,000.00) and a stated liquidation
amount with respect to the assets of the Trust of $1,000.00 per Capital
Security, are hereby designated for the purposes of identification only as the
“Capital
Securities”.  The Capital Security Certificates evidencing the
Capital Securities shall be substantially in the form of Exhibit A-1 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice.

     

    (b)           1,547
Fixed/Floating Rate Common Securities of the Trust (the “Common Securities”)
will be evidenced by Common Security Certificates substantially in the form of
Exhibit A-2 to the Declaration, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or
practice.

     

    2.           Distributions.

     

    (a)           Distributions
will be payable on each Security for the Distribution Period beginning on (and
including) the date of original issuance and ending on (but excluding) the
Distribution Payment Date in December 2010 at a rate per annum of 7.8575% and
shall bear interest for each successive Distribution Period beginning on (and
including) the Distribution Payment Date in December 2010, and each succeeding
Distribution Payment Date, and ending on (but excluding) the next succeeding
Distribution Payment Date at a rate per annum equal to the 3-Month LIBOR,
determined as described below, plus 3.50% (the “Coupon Rate”),
applied to the stated liquidation amount thereof, such rate being the rate of
interest payable on the Debentures to be held by the Institutional
Trustee.  Distributions in arrears will bear interest thereon
compounded quarterly at the applicable Distribution Rate (to the extent
permitted by law).  Distributions, as used herein, include cash
distributions and any such compounded distributions unless otherwise
noted.  A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the Institutional Trustee and to the
extent the Institutional Trustee has funds available therefor.  The
amount of the Distribution payable (i) for any Distribution Period
commencing on or after the date of original issuance but before the Distribution
Payment Date in December 2010 will be computed on the basis of a 360-day year of
twelve 30-day months, and (ii) for the Distribution Period commencing on
the Distribution Payment Date in December 2010 and each succeeding Distribution
Period will be calculated by applying the Distribution Rate to the stated
liquidation amount outstanding at the commencement of the Distribution Period on
the basis of the actual number of days in the Distribution Period concerned
divided by 360.  All percentages resulting from any calculations on
the Capital Securities will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to
9.87655% (or .0987655), and all dollar amounts used in or resulting from such
calculation will be rounded to the nearest cent (with one-half cent being
rounded upward)).

     


    
      
        
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    (b)           Distributions
on the Securities will be cumulative, will accrue from the date of original
issuance, and will be payable, quarterly in arrears on March 15,
June 15, September 15 and December 15 of each year, or if such
day is not a Business Day, then the next succeeding Business Day (each a “Distribution Payment
Date”), commencing on the Distribution Payment Date in December 2005
when, as and if available for payment.  Distributions on the
Securities must be paid on the dates payable to the extent that the Trust has
funds available for the payment of such distributions in the Property Account of
the Trust.  The Trust’s funds available for Distribution to the
Holders of the Securities will be limited to payments received from the
Debenture Issuer.  

     

    (c)           Distributions
on the Securities will be payable to the Holders thereof as they appear on the
books and records of the Trust on the relevant record dates.  The
relevant record dates shall be fifteen days before the relevant Distribution
Payment Date.  Distributions payable on any Securities that are not
punctually paid on any Distribution Payment Date, as a result of the Debenture
Issuer having failed to make a payment under the Debentures, as the case may be,
when due, will cease to be payable to the Person in whose name such Securities
are registered on the relevant record date, and such defaulted Distribution will
instead be payable to the Person in whose name such Securities are registered on
the special record date or other specified date determined in accordance with
the Indenture.

     

    (d)           In
the event that there is any money or other property held by or for the Trust
that is not accounted for hereunder, such property shall be distributed Pro Rata
(as defined herein) among the Holders of the Securities.

     

    3.           Liquidation Distribution
Upon Dissolution.  In the event of the voluntary or involuntary
liquidation, dissolution, winding-up or termination of the Trust (each a “Liquidation”) other
than in connection with a redemption of the Debentures, the Holders of the
Securities will be entitled to receive out of the assets of the Trust available
for distribution to Holders of the Securities, after satisfaction of liabilities
to creditors of the Trust (to the extent not satisfied by the Debenture Issuer),
distributions equal to the aggregate of the stated liquidation amount of
$1,000.00 per Security plus accrued and unpaid Distributions thereon to the date
of payment (such amount being the “Liquidation
Distribution”), unless in connection with such Liquidation, the
Debentures in an aggregate stated principal amount equal to the aggregate stated
liquidation amount of such Securities, with an interest rate equal to the
Distribution Rate of, and bearing accrued and unpaid interest in an amount equal
to the accrued and unpaid Distributions on, and having the same record date as,
such Securities, after paying or making reasonable provision to pay all claims
and obligations of the Trust in accordance with the Statutory Trust Act, shall
be distributed on a Pro Rata basis to the Holders of the Securities in exchange
for such Securities.

     

    The
Sponsor, as the Holder of all of the Common Securities, has the right at any
time to dissolve the Trust (including, without limitation, upon the occurrence
of a Special Event), and, after satisfaction of liabilities to creditors of the
Trust, cause the Debentures to be distributed to the Holders of the Securities
on a Pro Rata basis in accordance with the aggregate stated liquidation amount
thereof.

     

    If a
Liquidation of the Trust occurs as described in clause (i), (ii), (iii) or
(v) in Section 7.1(a) of the Declaration, the Trust
shall be liquidated by the Institutional Trustee as expeditiously as it
determines to be possible by distributing, after satisfaction of liabilities to
creditors of the Trust, to the Holders of the Securities, the Debentures on a
Pro Rata basis to the extent not satisfied by the Debenture Issuer, unless such
distribution is determined by the Institutional Trustee not to be practical, in
which event such Holders will be entitled to receive out of the assets of the
Trust available for distribution to the Holders, after satisfaction of
liabilities of creditors of the Trust to the extent not satisfied by the
Debenture Issuer, an amount equal to the Liquidation Distribution.  An
early Liquidation of the Trust pursuant to clause (iv) of Section 7.1(a) of the Declaration shall occur if the
Institutional Trustee determines that such

     


    
      
        
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    Liquidation
is possible by distributing, after satisfaction of liabilities to creditors of
the Trust, to the Holders of the Securities on a Pro Rata basis, the Debentures,
and such distribution occurs.

     

    If, upon
any such Liquidation the Liquidation Distribution can be paid only in part
because the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then the amounts payable directly by the Trust on such
Capital Securities shall be paid to the Holders of the Trust Securities on a Pro
Rata basis, except that if an Event of Default has occurred and is continuing,
the Capital Securities shall have a preference over the Common Securities with
regard to such distributions.

     

    After the
date for any distribution of the Debentures upon dissolution of the Trust
(i) the Securities of the Trust will be deemed to be no longer outstanding,
(ii) upon surrender of a Holder’s Securities certificate, such Holder of
the Securities will receive a certificate representing the Debentures to be
delivered upon such distribution, (iii) any certificates representing the
Securities still outstanding will be deemed to represent undivided beneficial
interests in such of the Debentures as have an aggregate principal amount equal
to the aggregate stated liquidation amount with an interest rate identical to
the Distribution Rate of, and bearing accrued and unpaid interest equal to
accrued and unpaid distributions on, the Securities until such certificates are
presented to the Debenture Issuer or its agent for transfer or reissuance (and
until such certificates are so surrendered, no payments of interest or principal
shall be made to Holders of Securities in respect of any payments due and
payable under the Debentures; provided, however that such
failure to pay shall not be deemed to be an Event of Default), and (iv) all
rights of Holders of Securities under the Declaration shall cease, except the
right of such Holders to receive Debentures upon surrender of certificates
representing such Securities.

     

    4.           Redemption and
Distribution.

     

    (a)           The
Debentures will mature on December 15, 2035.  The Debentures may be
redeemed by the Debenture Issuer, in whole or in part, at any Distribution
Payment Date on or after the Distribution Payment Date in December 2010, at the
Redemption Price. In addition, the Debentures may be redeemed by the Debenture
Issuer at the Special Redemption Price, in whole but not in part, at any
Distribution Payment Date, upon the occurrence and continuation of a Special
Event within 120 days following the occurrence of such Special Event at the
Special Redemption Price, upon not less than 30 nor more than 60 days’
notice to holders of such Debentures so long as such Special Event is
continuing.  The Sponsor shall appoint a Quotation Agent, which shall
be a designee of the Institutional Trustee, for the purpose of performing the
services contemplated in or by reference in, the definition of Special
Redemption Price.  Any error in the calculation of the Special
Redemption Price by the Quotation Agent or the Debenture Trustee may be
corrected at any time by notice delivered to the Sponsor and the holders of the
Capital Securities.  Subject to the corrective rights set forth above,
all certificates, communications, opinions, determinations, calculations,
quotations and decisions given, expressed, made or obtained for the purposes of
the provisions relating to the payment and calculation of the Special Redemption
Price on the Debentures or the Capital Securities by the Debenture Trustee, the
Quotation Agent or the Institutional Trustee, as the case may be, shall (in the
absence of willful default, bad faith or manifest error) be final, conclusive
and binding on the holders of the Debentures and the Capital Securities, the
Trust and the Sponsor, and no liability shall attach (except as provided above)
to the Debenture Trustee, the Quotation Agent or the Institutional Trustee in
connection with the exercise or non-exercise by any of them of their respective
powers, duties and discretion.

     

    “3-Month LIBOR” means
the London interbank offered interest rate for three-month, U.S. dollar deposits
determined by the Debenture Trustee in the following order of
priority:

     

    (1)           the
rate (expressed as a percentage per annum) for U.S. dollar deposits having a
three-month maturity that appears on Telerate Page 3750 as of
11:00 a.m. (London time) on the related Determination Date (as defined
below).  “Telerate Page 3750” means the display

     


    
      
        
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Mortgage Management, Inc./Amended and Restated Declaration of
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    designated
as “Page 3750” on the Moneyline Telerate Service or such other page as may
replace Page 3750 on that service or such other service or services as may
be nominated by the British Bankers’ Association as the information vendor for
the purpose of displaying London interbank offered rates for U.S. dollar
deposits;

     

    (2)           if
such rate cannot be identified on the related Determination Date, the Debenture
Trustee will request the principal London offices of four leading banks in the
London interbank market to provide such banks’ offered quotations (expressed as
percentages per annum) to prime banks in the London interbank market for U.S.
dollar deposits having a three-month maturity as of 11:00 a.m. (London
time) on such Determination Date.  If at least two quotations are
provided, 3-Month LIBOR will be the arithmetic mean of such
quotations;

     

    (3)           if
fewer than two such quotations are provided as requested in clause (2)
above, the Debenture Trustee will request four major New York City banks to
provide such banks’ offered quotations (expressed as percentages per annum) to
leading European banks for loans in U.S. dollars as of 11:00 a.m. (London
time) on such Determination Date.  If at least two such quotations are
provided, 3-Month LIBOR will be the arithmetic mean of such quotations;
and

     

    (4)           if
fewer than two such quotations are provided as requested in clause (3)
above, 3-Month LIBOR will be a 3-Month LIBOR determined with respect to the
Distribution Period immediately preceding such current Distribution
Period.

     

    If the
rate for U.S. dollar deposits having a three-month maturity that initially
appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the
related Determination Date is superseded on the Telerate Page 3750 by a
corrected rate by 12:00 noon (London time) on such Determination Date, then
the corrected rate as so substituted on the applicable page will be the
applicable 3-Month LIBOR for such Determination Date.

     

    The
Distribution Rate for any Distribution Period will at no time be higher than the
maximum rate then permitted by New York law as the same may be modified by
United States law.

     

    “Comparable Treasury
Issue” means with respect to any Special Redemption Date the United
States Treasury security selected by the Quotation Agent as having a maturity
comparable to the Fixed Rate Period Remaining Life that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
Fixed Rate Period Remaining Life.  If no United States Treasury
security has a maturity which is within a period from 3 months before to 3
months after the Distribution Payment Date in December 2010, the two most
closely corresponding United States Treasury securities as selected by the
Quotation Agent shall be used as the Comparable Treasury Issue, and the Treasury
Rate shall be interpolated and extrapolated on a straight-line basis, rounding
to the nearest month using such securities.

     

    “Comparable Treasury
Price” means (a) the average of 5 Reference Treasury Dealer
Quotations for such Special Redemption Date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (b) if the Quotation
Agent obtains fewer than 5 such Reference Treasury Dealer Quotations, the
average of all such Quotations.

     

    “Determination Date”
means the date that is two London Banking Days (i.e., a business day in which
dealings in deposits in U.S. dollars are transacted in the London interbank
market) preceding the particular Distribution Period for which a Coupon Rate is
being determined.

     

    “Fixed Rate Period Remaining
Life” means, with respect to any Debenture, the period from the Special
Redemption Date for such Debenture to the Distribution Payment Date in December
2010.

     


    
      
        
          I-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    “Investment Company
Event” means the receipt by the Debenture Issuer and the Trust of an
opinion of counsel experienced in such matters to the effect that, as a result
of the occurrence of a change in law or regulation or written change (including
any announced prospective change) in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that the Trust is or, within
90 days of the date of such opinion, will be considered an Investment Company
that is required to be registered under the Investment Company Act which change
or prospective change becomes effective or would become effective, as the case
may be, on or after the date of the issuance of the Debentures.

     

    “Maturity Date” means
December 15, 2035.

     

    “Primary Treasury
Dealer” shall mean either a primary United States Government securities
dealer or an entity of nationally recognized standing in matters pertaining to
the quotation of treasury securities that is reasonably acceptable to the
Sponsor and the Institutional Trustee.

     

    “Quotation Agent”
means a designee of the Institutional Trustee who shall be a Primary Treasury
Dealer.

     

    “Redemption Date”
shall mean the date fixed for the redemption of Capital Securities, which shall
be any Distribution Payment Date on or after the Distribution Payment Date in
December 2010.

     

    “Redemption Price”
means 100% of the principal amount of the Debentures being redeemed, plus
accrued and unpaid Interest on such Debentures to the Redemption
Date.

     

    “Reference Treasury
Dealer” means (i) the Quotation Agent and (ii) any other
Primary Treasury Dealer selected by the Debenture Trustee after consultation
with the Debenture Issuer.

     

    “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any
Special Redemption Date, the average, as determined by the Quotation Agent, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Debenture
Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on
the third Business Day preceding such Redemption Date.

     

    “Special Event” means
a Tax Event or an Investment Company Event.

     

    “Special Redemption
Date” means a date on which a Special Event redemption occurs, which
shall be a Distribution Payment Date.

     

    “Special Redemption
Price” means (a) if the Special Redemption Date occurs before the
Distribution Payment Date in December 2010, the greater of (i) 107.5% of
the principal amount of the Debentures, plus accrued and unpaid Interest on the
Debentures to the Special Redemption Date, or (ii) as determined by the
Quotation Agent, (A) the sum of the present values of the scheduled
payments of principal and Interest on the Debentures during the Fixed Rate
Period Remaining Life of the Debentures (assuming the Debentures matured on
December 15, 2010) discounted to the Special Redemption Date on a quarterly
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate, plus (B) accrued and unpaid Interest on the Debentures to
such Special Redemption Date, or (b) if the Special Redemption Date occurs
on or after the Distribution Payment Date in December 2010, 100% of the
principal amount of the Debentures being redeemed, plus accrued and unpaid
Interest on such Debentures to the Special Redemption Date.

     

    “Tax Event” means the
receipt by the Debenture Issuer and the Trust of an opinion of counsel
experienced in such matters to the effect that, as a result of any amendment to
or change (including any

     


    
      
        
          I-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    announced
prospective change) in the laws or any regulations thereunder of the United
States or any political subdivision or taxing authority thereof or therein, or
as a result of any official administrative pronouncement (including any private
letter ruling, technical advice memorandum, field service advice, regulatory
procedure, notice or announcement including any notice or announcement of intent
to adopt such procedures or regulations) (an “Administrative
Action”) or judicial decision interpreting or applying such laws or
regulations, regardless of whether such Administrative Action or judicial
decision is issued to or in connection with a proceeding involving the Debenture
Issuer or the Trust and whether or not subject to review or appeal, which
amendment, clarification, change, Administrative Action or decision is enacted,
promulgated or announced, in each case on or after the date of original issuance
of the Debentures, there is more than an insubstantial risk that: (i) the
Trust is, or will be within 90 days of the date of such opinion, subject to
United States federal income tax with respect to income received or accrued on
the Debentures; (ii) interest payable by the Debenture Issuer on the
Debentures is not, or within 90 days of the date of such opinion, will not be,
deductible by the Debenture Issuer, in whole or in part, for United States
federal income tax purposes; or (iii) the Trust is, or will be within 90
days of the date of such opinion, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.

     

    “Treasury Rate” means
(i) the yield, under the heading which represents the average for the week
immediately prior to the date of calculation, appearing in the most recently
published statistical release designated H.15 (519) or any successor publication
which is published weekly by the Federal Reserve and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption “Treasury Constant Maturities,” for the maturity corresponding
to the Fixed Rate Period Remaining Life (if no maturity is within three months
before or after the Fixed Rate Period Remaining Life, yields for the two
published maturities most closely corresponding to the Fixed Rate Period
Remaining Life shall be determined and the Treasury Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding to the
nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Special Redemption
Date.  The Treasury Rate shall be calculated by the Quotation Agent on
the third Business Day preceding the Special Redemption Date.

     

    (b)           Upon
the repayment in full at maturity or redemption in whole or in part of the
Debentures (other than following the distribution of the Debentures to the
Holders of the Securities), the proceeds from such repayment or payment shall
concurrently be applied to redeem Pro Rata at the applicable Redemption Price or
Special Redemption Price, as applicable, Securities having an aggregate
liquidation amount equal to the aggregate principal amount of the Debentures so
repaid or redeemed; provided, however, that holders
of such Securities shall be given not less than 30 nor more than 60 days’ notice
of such redemption (other than at the scheduled maturity of the
Debentures).

     

    (c)           If
fewer than all the outstanding Securities are to be so redeemed, the Common
Securities and the Capital Securities will be redeemed Pro Rata and the Capital
Securities to be redeemed will be redeemed Pro Rata from each Holder of Capital
Securities.

     

    (d)           The
Trust may not redeem fewer than all the outstanding Capital Securities unless
all accrued and unpaid Distributions have been paid on all Capital Securities
for all quarterly Distribution periods terminating on or before the date of
redemption.

     


    
      
        
          I-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    (e)           Redemption or Distribution
Procedures.

     

    (i)           Notice
of any redemption of, or notice of distribution of the Debentures in exchange
for, the Securities (a “Redemption/Distribution
Notice”) will be given by the Trust by mail to each Holder of Securities
to be redeemed or exchanged not fewer than 30 nor more than 60 days before the
date fixed for redemption or exchange thereof which, in the case of a
redemption, will be the date fixed for redemption of the Debentures. For
purposes of the calculation of the date of redemption or exchange and the dates
on which notices are given pursuant to this paragraph 4(e)(i), a Redemption/Distribution Notice shall be
deemed to be given on the day such notice is first mailed by first-class mail,
postage prepaid, to Holders of such Securities. Each Redemption/Distribution
Notice shall be addressed to the Holders of such Securities at the address of
each such Holder appearing on the books and records of the Trust. No defect in
the Redemption/Distribution Notice or in the mailing thereof with respect to any
Holder shall affect the validity of the redemption or exchange proceedings with
respect to any other Holder.

     

    (ii)           If
the Securities are to be redeemed and the Trust gives a Redemption/ Distribution
Notice, which notice may only be issued if the Debentures are redeemed as set
out in this paragraph 4 (which notice will be irrevocable), then, provided that the
Institutional Trustee has a sufficient amount of cash in connection with the
related redemption or maturity of the Debentures, the Institutional Trustee will
pay the relevant Redemption Price or Special Redemption Price, as applicable, to
the Holders of such Securities by check mailed to the address of each such
Holder appearing on the books and records of the Trust on the Redemption
Date.  If a Redemption/Distribution Notice shall have been given and
funds deposited as required then immediately prior to the close of business on
the date of such deposit Distributions will cease to accrue on the Securities so
called for redemption and all rights of Holders of such Securities so called for
redemption will cease, except the right of the Holders of such Securities to
receive the applicable Redemption Price or Special Redemption Price specified in
paragraph 4(a), but without interest on such Redemption Price or Special
Redemption Price.  If payment of the Redemption Price or Special
Redemption Price in respect of any Securities is improperly withheld or refused
and not paid by the Trust, Distributions on such Securities will continue to
accrue at the Distribution Rate from the original Redemption Date to the actual
date of payment, in which case the actual payment date will be considered the
date fixed for redemption for purposes of calculating the Redemption Price or
Special Redemption Price.  In the event of any redemption of the
Capital Securities issued by the Trust in part, the Trust shall not be required
to (i) issue, register the transfer of or exchange any Security during a
period beginning at the opening of business fifteen days before any selection
for redemption of the Capital Securities and ending at the close of business on
the earliest date on which the relevant notice of redemption is deemed to have
been given to all Holders of the Capital Securities to be so redeemed or
(ii) register the transfer of or exchange any Capital Securities so
selected for redemption, in whole or in part, except for the unredeemed portion
of any Capital Securities being redeemed in part.

     

    (iii)           Redemption/Distribution
Notices shall be sent by the Administrators on behalf of the Trust to
(A) in respect of the Capital Securities, the Holders thereof and
(B) in respect of the Common Securities, the Holder thereof.

     

    (iv)           Subject
to the foregoing and applicable law (including, without limitation, United
States federal securities laws), and provided that the acquiror is not the
Holder of the Common Securities or the obligor under the Indenture, the Sponsor
or any of its subsidiaries may at any time and from time to time purchase
outstanding Capital Securities by tender, in the open market or by private
agreement.

     


    
      
        
          I-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    5.           Voting Rights - Capital
Securities.

     

    (a)           Except
as provided under paragraphs 5(b) and 7 and as otherwise required by law
and the Declaration, the Holders of the Capital Securities will have no voting
rights. The Administrators are required to call a meeting of the Holders of the
Capital Securities if directed to do so by Holders of at least 10% in
liquidation amount of the Capital Securities.

     

    (b)           Subject
to the requirements of obtaining a tax opinion by the Institutional Trustee in
certain circumstances set forth in the last sentence of this paragraph, the
Holders of a Majority in liquidation amount of the Capital Securities, voting
separately as a class, have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Institutional Trustee,
or exercising any trust or power conferred upon the Institutional Trustee under
the Declaration, including the right to direct the Institutional Trustee, as
holder of the Debentures, to (i) exercise the remedies available under the
Indenture as the holder of the Debentures, (ii) waive any past default that
is waivable under the Indenture, (iii) exercise any right to rescind or
annul a declaration that the principal of all the Debentures shall be due and
payable or (iv) consent on behalf of all the Holders of the Capital
Securities to any amendment, modification or termination of the Indenture or the
Debentures where such consent shall be required; provided, however, that, where
a consent or action under the Indenture would require the consent or act of the
holders of greater than a simple majority in aggregate principal amount of
Debentures (a “Super
Majority”) affected thereby, the Institutional Trustee may only give such
consent or take such action at the written direction of the Holders of at least
the proportion in liquidation amount of the Capital Securities outstanding which
the relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding. If the Institutional Trustee fails to enforce its rights
under the Debentures after the Holders of a Majority in liquidation amount of
such Capital Securities have so directed the Institutional Trustee, to the
fullest extent permitted by law, a Holder of the Capital Securities may
institute a legal proceeding directly against the Debenture Issuer to enforce
the Institutional Trustee’s rights under the Debentures without first
instituting any legal proceeding against the Institutional Trustee or any other
person or entity. Notwithstanding the foregoing, if an Event of Default has
occurred and is continuing and such event is attributable to the failure of the
Debenture Issuer to pay interest or principal on the Debentures on the date the
interest or principal is payable (or in the case of redemption, the Redemption
Date or the Special Redemption Date, as applicable), then a Holder of record of
the Capital Securities may directly institute a proceeding for enforcement of
payment, on or after the respective due dates specified in the Debentures, to
such Holder directly of the principal of or interest on the Debentures having an
aggregate principal amount equal to the aggregate liquidation amount of the
Capital Securities of such Holder. The Institutional Trustee shall notify all
Holders of the Capital Securities of any default actually known to the
Institutional Trustee with respect to the Debentures unless (x) such
default has been cured prior to the giving of such notice or (y) the
Institutional Trustee determines in good faith that the withholding of such
notice is in the interest of the Holders of such Capital Securities, except
where the default relates to the payment of principal of or interest on any of
the Debentures. Such notice shall state that such Indenture Event of Default
also constitutes an Event of Default hereunder. Except with respect to directing
the time, method and place of conducting a proceeding for a remedy, the
Institutional Trustee shall not take any of the actions described in
clauses (i), (ii) or (iii) above unless the Institutional Trustee has
obtained an opinion of tax counsel to the effect that, as a result of such
action, the Trust will not be classified as other than a grantor trust for
United States federal income tax purposes.

     

    In the
event the consent of the Institutional Trustee, as the holder of the Debentures,
is required under the Indenture with respect to any amendment, modification or
termination of the Indenture, the Institutional Trustee shall request the
direction of the Holders of the Securities with respect to such amendment,
modification or termination and shall vote with respect to such amendment,
modification or termination as directed by a Majority in liquidation amount of
the Securities voting together as a single class; provided, however, that where a
consent under the Indenture would require the consent of a Super

     


    
      
        
          I-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    Majority,
the Institutional Trustee may only give such consent at the direction of the
Holders of at least the proportion in liquidation amount of the Securities
outstanding which the relevant Super-Majority represents of the aggregate
principal amount of the Debentures outstanding. The Institutional Trustee shall
not take any such action in accordance with the directions of the Holders of the
Securities unless the Institutional Trustee has obtained an opinion of tax
counsel to the effect that, as a result of such action, the Trust will not be
classified as other than a grantor trust for United States federal income tax
purposes.

     

    A waiver
of an Indenture Event of Default will constitute a waiver of the corresponding
Event of Default hereunder. Any required approval or direction of Holders of the
Capital Securities may be given at a separate meeting of Holders of the Capital
Securities convened for such purpose, at a meeting of all of the Holders of the
Securities in the Trust or pursuant to written consent. The Institutional
Trustee will cause a notice of any meeting at which Holders of the Capital
Securities are entitled to vote, or of any matter upon which action by written
consent of such Holders is to be taken, to be mailed to each Holder of record of
the Capital Securities. Each such notice will include a statement setting forth
the following information (i) the date of such meeting or the date by which
such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote or of
such matter upon which written consent is sought and (iii) instructions for
the delivery of proxies or consents. No vote or consent of the Holders of the
Capital Securities will be required for the Trust to redeem and cancel Capital
Securities or to distribute the Debentures in accordance with the Declaration
and the terms of the Securities.

     

    Notwithstanding
that Holders of the Capital Securities are entitled to vote or consent under any
of the circumstances described above, any of the Capital Securities that are
owned by the Sponsor or any Affiliate of the Sponsor shall not entitle the
Holder thereof to vote or consent and shall, for purposes of such vote or
consent, be treated as if such Capital Securities were not
outstanding.

     

    In no
event will Holders of the Capital Securities have the right to vote to appoint,
remove or replace the Administrators, which voting rights are vested exclusively
in the Sponsor as the Holder of all of the Common Securities of the
Trust.  Under certain circumstances as more fully described in the
Declaration, Holders of Capital Securities have the right to vote to appoint,
remove or replace the Institutional Trustee and the Delaware
Trustee.

     

    6.           Voting Rights - Common
Securities.

     

    (a)           Except
as provided under paragraphs 6(b), 6(c) and 7 and as otherwise required by
law and the Declaration, the Common Securities will have no voting
rights.

     

    (b)           The
Holders of the Common Securities are entitled, in accordance with
Article IV of the Declaration, to vote to appoint, remove or replace any
Administrators.

     

    (c)           Subject
to Section 6.7 of the Declaration and only after
each Event of Default (if any) with respect to the Capital Securities has been
cured, waived, or otherwise eliminated and subject to the requirements of the
second to last sentence of this paragraph, the Holders of a Majority in
liquidation amount of the Common Securities, voting separately as a class, may
direct the time, method, and place of conducting any proceeding for any remedy
available to the Institutional Trustee, or exercising any trust or power
conferred upon the Institutional Trustee under the Declaration, including
(i) directing the time, method, place of conducting any proceeding for any
remedy available to the Debenture Trustee, or exercising any trust or power
conferred on the Debenture Trustee with respect to the Debentures,
(ii) waiving any past default and its consequences that is waivable under
the Indenture, or (iii) exercising any right to rescind or annul a
declaration that the principal of all the Debentures shall be due and payable;
provided, however, that, where
a consent or action under the Indenture would require a Super Majority, the
Institutional Trustee may only give such consent or take such action at the
written direction

     


    
      
        
          I-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    of the
Holders of at least the proportion in liquidation amount of the Common
Securities which the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding. Notwithstanding this
paragraph 6(c), the Institutional Trustee shall not revoke any action
previously authorized or approved by a vote or consent of the Holders of the
Capital Securities. Other than with respect to directing the time, method and
place of conducting any proceeding for any remedy available to the Institutional
Trustee or the Debenture Trustee as set forth above, the Institutional Trustee
shall not take any action described in (i), (ii) or (iii) above, unless the
Institutional Trustee has obtained an opinion of tax counsel to the effect that
for the purposes of United States federal income tax the Trust will not be
classified as other than a grantor trust on account of such action. If the
Institutional Trustee fails to enforce its rights, to the fullest extent
permitted by law, under the Declaration, any Holder of the Common Securities may
institute a legal proceeding directly against any Person to enforce the
Institutional Trustee’s rights under the Declaration, without first instituting
a legal proceeding against the Institutional Trustee or any other
Person.

     

    Any
approval or direction of Holders of the Common Securities may be given at a
separate meeting of Holders of the Common Securities convened for such purpose,
at a meeting of all of the Holders of the Securities in the Trust or pursuant to
written consent.  The Administrators will cause a notice of any
meeting at which Holders of the Common Securities are entitled to vote, or of
any matter upon which action by written consent of such Holders is to be taken,
to be mailed to each Holder of the Common Securities. Each such notice will
include a statement setting forth (i) the date of such meeting or the date
by which such action is to be taken, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
or of such matter upon which written consent is sought and
(iii) instructions for the delivery of proxies or consents.

     

    No vote
or consent of the Holders of the Common Securities will be required for the
Trust to redeem and cancel Common Securities or to distribute the Debentures in
accordance with the Declaration and the terms of the Securities.

     

    7.           Amendments to Declaration
and Indenture.

     

    (a)           In
addition to any requirements under Section 11.1 of the Declaration, if any
proposed amendment to the Declaration provides for, or the Trustees, Sponsor or
Administrators otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
Liquidation of the Trust, other than as described in Section 7.1 of the
Declaration, then the Holders of outstanding Securities, voting together as a
single class, will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of the
Holders of at least a Majority in liquidation amount of the Securities, affected
thereby; provided, however, if any
amendment or proposal referred to in clause (i) above would adversely
affect only the Capital Securities or only the Common Securities, then only the
affected class will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of a
Majority in liquidation amount of such class of Securities.

     

    (b)           In
the event the consent of the Institutional Trustee as the holder of the
Debentures is required under the Indenture with respect to any amendment,
modification or termination of the Indenture or the Debentures, the
Institutional Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification, or termination as directed by
a Majority in liquidation amount of the Securities voting together as a single
class; provided, however, that where a
consent under the Indenture would require a Super Majority, the Institutional
Trustee may only give such consent at the direction of

     


    
      
        
          I-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    the
Holders of at least the proportion in liquidation amount of the Securities which
the relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding.

     

    (c)           Notwithstanding
the foregoing, no amendment or modification may be made to the Declaration if
such amendment or modification would (i) cause the Trust to be classified
for purposes of United States federal income taxation as other than a grantor
trust, (ii) reduce or otherwise adversely affect the powers of the
Institutional Trustee or (iii) cause the Trust to be deemed an Investment
Company which is required to be registered under the Investment Company
Act.

     

    (d)           Notwithstanding
any provision of the Declaration, the right of any Holder of the Capital
Securities to receive payment of distributions and other payments upon
redemption or otherwise, on or after their respective due dates, or to institute
a suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder. For
the protection and enforcement of the foregoing provision, each and every Holder
of the Capital Securities shall be entitled to such relief as can be given
either at law or equity.

     

    8.           Pro
Rata.  A reference in these terms of the Securities to any
payment, distribution or treatment as being “Pro Rata” shall mean
pro rata to each Holder of the Securities according to the aggregate liquidation
amount of the Securities held by the relevant Holder in relation to the
aggregate liquidation amount of all Securities then outstanding unless, in
relation to a payment, an Event of Default has occurred and is continuing, in
which case any funds available to make such payment shall be paid first to each
Holder of the Capital Securities Pro Rata according to the aggregate liquidation
amount of the Capital Securities held by the relevant Holder relative to the
aggregate liquidation amount of all Capital Securities outstanding, and only
after satisfaction of all amounts owed to the Holders of the Capital Securities,
to each Holder of the Common Securities Pro Rata according to the aggregate
liquidation amount of the Common Securities held by the relevant Holder relative
to the aggregate liquidation amount of all Common Securities
outstanding.

     

    9.           Ranking.  The
Capital Securities rank pari
passu with and payment thereon shall be made Pro Rata with the Common
Securities except that, where an Event of Default has occurred and is
continuing, the rights of Holders of the Common Securities to receive payment of
Distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of the Holders of the Capital Securities with the
result that no payment of any Distribution on, or Redemption Price (or Special
Redemption Price) of, any Common Security, and no other payment on account of
redemption, liquidation or other acquisition of Common Securities, shall be made
unless payment in full in cash of all accumulated and unpaid Distributions on
all outstanding Capital Securities for all distribution periods terminating on
or prior thereto, or in the case of payment of the Redemption Price (or Special
Redemption Price) the full amount of such Redemption Price (or Special
Redemption Price) on all outstanding Capital Securities then called for
redemption, shall have been made or provided for, and all funds immediately
available to the Institutional Trustee shall first be applied to the payment in
full in cash of all Distributions on, or the Redemption Price (or Special
Redemption Price) of, the Capital Securities then due and payable.

     

    10.           Acceptance of
Indenture. Each Holder of the Capital Securities and the Common
Securities, by the acceptance of such Securities, agrees to the provisions of
the Indenture including the subordination provisions therein.

     

    11.           No Preemptive Rights.
The Holders of the Securities shall have no preemptive or similar rights to
subscribe for any additional securities.

     


    
      
        
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          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    12.           Miscellaneous. These
terms constitute a part of the Declaration. The Sponsor will provide a copy of
the Declaration and the Indenture to a Holder without charge on written request
to the Sponsor at its principal place of business.

     


    
      
        
          I-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-1

    


    FORM
OF CAPITAL SECURITY CERTIFICATE

    


    [FORM OF
FACE OF SECURITY]

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
SECURITIES LAW.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE SPONSOR OR
THE TRUST, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO
A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT,
(E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
SPONSOR’S AND THE TRUST’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE DECLARATION OF
TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE SPONSOR OR THE
TRUST.  HEDGING TRANSACTIONS INVOLVING THIS SECURITY MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

     

    THE
HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE TRUST THAT (A) THIS
SECURITY MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE TRUST
OR (II) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
PURCHASER” (AS DEFINED IN SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED), AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY CAPITAL
SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
ABOVE.

     

    THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT
IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
HOLD THE SECURITIES OR ANY

     


    
      
        
          A-1-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    INTEREST
THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR EXEMPTIVE RELIEF
AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS
PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR
HOLDING.  ANY PURCHASER OR HOLDER OF THE SECURITIES OR ANY INTEREST
THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF
THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION
3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A
TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR
ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN
TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH
THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

     

    THIS
SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A
LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.00 (100 SECURITIES) AND MULTIPLES
OF $1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF SECURITIES
IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED
TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

     

    THE
HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

     

    IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE
DECLARATION TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.

     

    Certificate
Number
P-1                                                                                                           50,000
Capital Securities

    [CUSIP
NO. [_______]  **To be inserted at the request of a subsequent
transferee]

     

    October
5, 2005

     

    Certificate
Evidencing Fixed/Floating Rate Capital Securities

     

    of

     

    Bimini
Capital Trust II

     

    (liquidation
amount $1,000.00 per Capital Security)

     

    Bimini
Capital Trust II, a statutory trust created under the laws of the State of
Delaware (the “Trust”), hereby certifies that First Tennessee Bank National
Association is the registered owner of capital securities of the Trust
representing undivided beneficial interests in the assets of the Trust,
(liquidation amount $1,000.00 per capital security) (the “Capital Securities”).
Subject to the Declaration (as defined below), the Capital Securities are
transferable on the books and records of the Trust in person or by a duly
authorized attorney, upon surrender of this Certificate duly endorsed and in
proper form for transfer. The Capital Securities represented hereby are issued
pursuant to, and the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital Securities shall in all respects
be subject to, the provisions of the Amended and Restated Declaration of Trust
of the Trust dated as of October 5, 2005, among Jeffrey J. Zimmer, Robert E.
Cauley and Amber K. Luedke, as Administrators, Wilmington Trust Company, as
Delaware Trustee, Wilmington Trust Company, as

     


    
      
        
          A-1-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    Institutional
Trustee, Bimini Mortgage Management, Inc., as Sponsor, and the holders from time
to time of undivided beneficial interests in the assets of the Trust, including
the designation of the terms of the Capital Securities as set forth in
Annex I to such amended and restated declaration as the same may be amended
from time to time (the “Declaration”).  Capitalized terms used herein
but not defined shall have the meaning given them in the Declaration. The
Sponsor will provide a copy of the Declaration and the Indenture to the Holder
without charge upon written request to the Sponsor at its principal place of
business.

     

    Upon
receipt of this Security, the Holder is bound by the Declaration and is entitled
to the benefits thereunder.

     

    By
acceptance of this Security, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and the Capital
Securities as evidence of beneficial ownership in the Debentures.

     

    This
Capital Security is governed by, and construed in accordance with, the laws of
the State of Delaware, without regard to principles of conflict of
laws.

     

    Signatures
appear on following page

     


    
      
        
          A-1-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Trust has duly executed this certificate.

     

    BIMINI
CAPITAL TRUST II

    


    


    


    By:                                                                           

    Name:

    Title:  Administrator

    


    


    CERTIFICATE OF
AUTHENTICATION

    


    This is
one of the Capital Securities referred to in the within-mentioned
Declaration.

    


    


    WILMINGTON
TRUST COMPANY,

    as the
Institutional Trustee

    


    


    By:                                                                           

    Authorized Officer

    



    
      
        
          A-1-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    [FORM OF
REVERSE OF CAPITAL SECURITY]

     

    Distributions
payable on each Capital Security will be payable at an annual rate equal to
7.8575% beginning on (and including) the date of original issuance and ending on
(but excluding) the Distribution Payment Date in December 2010 and at an annual
rate for each successive period beginning on (and including) the Distribution
Payment Date in December 2010, and each succeeding Distribution Payment Date,
and ending on (but excluding) the next succeeding Distribution Payment Date
(each a “Distribution Period”), equal to 3-Month LIBOR, determined as described
below, plus 3.50% (the “Coupon Rate”), applied to the stated liquidation amount
of $1,000.00 per Capital Security, such rate being the rate of interest payable
on the Debentures to be held by the Institutional Trustee. Distributions in
arrears will bear interest thereon compounded quarterly at the Distribution Rate
(to the extent permitted by applicable law).  The term “Distributions”
as used herein includes cash distributions and any such compounded distributions
unless otherwise noted.  A Distribution is payable only to the extent
that payments are made in respect of the Debentures held by the Institutional
Trustee and to the extent the Institutional Trustee has funds available
therefor.  As used herein, “Determination Date” means the date that is
two London Banking Days (i.e., a business day in which dealings in deposits in
U.S. dollars are transacted in the London interbank market) preceding the
commencement of the relevant Distribution Period.  The amount of the
Distribution payable (i) for any Distribution Period commencing on or after
the date of original issuance but before the Distribution Payment Date in
December 2010 will be computed on the basis of a 360-day year of twelve 30-day
months, and (ii) for the Distribution Period commencing on the Distribution
Payment Date in December 2010 and each succeeding Distribution Period will be
calculated by applying the Distribution Rate to the stated liquidation amount
outstanding at the commencement of the Distribution Period on the basis of the
actual number of days in the Distribution Period concerned divided by
360.

     

    “3-Month
LIBOR” as used herein, means the London interbank offered interest rate for
three-month U.S. dollar deposits determined by the Debenture Trustee in the
following order of priority:  (i) the rate (expressed as a percentage
per annum) for U.S. dollar deposits having a three-month maturity that appears
on Telerate Page 3750 as of 11:00 a.m. (London time) on the related
Determination Date (“Telerate Page 3750” means the display designated as “Page
3750” on the Moneyline Telerate Service or such other page as may replace Page
3750 on that service or such other service or services as may be nominated by
the British Bankers’ Association as the information vendor for the purpose of
displaying London interbank offered rates for U.S. dollar deposits); (ii) if
such rate cannot be identified on the related Determination Date, the Debenture
Trustee will request the principal London offices of four leading banks in the
London interbank market to provide such banks’ offered quotations (expressed as
percentages per annum) to prime banks in the London interbank market for U.S.
dollar deposits having a three-month maturity as of 11:00 a.m. (London time) on
such Determination Date.  If at least two quotations are provided,
3-Month LIBOR will be the arithmetic mean of such quotations; (iii) if
fewer than two such quotations are provided as requested in clause (ii) above,
the Debenture Trustee will request four major New York City banks to provide
such banks’ offered quotations (expressed as percentages per annum) to leading
European banks for loans in U.S. dollars as of 11:00 a.m. (London time) on such
Determination Date.  If at least two such quotations are provided,
3-Month LIBOR will be the arithmetic mean of such quotations; and (iv) if
fewer than two such quotations are provided as requested in clause (iii) above,
3-Month LIBOR will be a 3-Month LIBOR determined with respect to the
Distribution Period immediately preceding such current Distribution
Period.  If the rate for U.S. dollar deposits having a three-month
maturity that initially appears on Telerate Page 3750 as of 11:00 a.m. (London
time) on the related Determination Date is superseded on the Telerate Page 3750
by a corrected rate by 12:00 noon (London time) on such Determination Date, then
the corrected rate as so substituted on the applicable page will be the
applicable 3-Month LIBOR for such Determination Date.

     

    The
Distribution Rate for any Distribution Period will at no time be higher than the
maximum rate then permitted by New York law as the same may be modified by
United States law.

     


    
      
        
          A-1-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    All
percentages resulting from any calculations on the Capital Securities will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655), and all dollar
amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upward)).

     

    Except as
otherwise described below, Distributions on the Capital Securities will be
cumulative, will accrue from the date of original issuance and will be payable
quarterly in arrears on March 15, June 15, September 15 and
December 15 of each year or if any such day is not a Business Day, then the
next succeeding Business Day (each such day, a “Distribution Payment Date”),
commencing on the Distribution Payment Date in December
2005.  Distributions on the Securities must be paid on the dates
payable to the extent that the Trust has funds available for the payment of such
distributions in the Property Account of the Trust.  The Trust’s funds
available for Distribution to the Holders of the Securities will be limited to
payments received from the Debenture Issuer.

     

    The
Capital Securities shall be redeemable as provided in the
Declaration.

     


    
      
        
          A-1-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned assigns and transfers this Capital Security
Certificate to:

     

    


     

    (Insert
assignee’s social security or tax identification number)

     

    


     

    


     

    


     

    (Insert
address and zip code of assignee) and irrevocably appoints

     

    


     

    


     

    agent to
transfer this Capital Security Certificate on the books of the
Trust.  The agent may substitute another to act for him or
her.

     

    Date:                                                                

     

    Signature:                                                      

     

    (Sign exactly as your name appears on
the other side of this Capital Security Certificate)

     

    Signature
Guarantee:1

     

    

      

    

      
      1
Signature must be guaranteed by an “eligible guarantor institution” that is a
bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Security registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Security
registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.

       

    


    
      
        
          A-1-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-2

     

    FORM OF
COMMON SECURITY CERTIFICATE

     

    THIS
COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EXEMPTION FROM REGISTRATION.

     

    THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF
THE DECLARATION.

     

    Certificate
Number C-1                                                                                                           1,547
Common Securities

     

    October
5, 2005

     

    Certificate
Evidencing Fixed/Floating Rate Common Securities

     

    of

     

    Bimini
Capital Trust II

     

    Bimini
Capital Trust II, a statutory trust created under the laws of the State of
Delaware (the “Trust”), hereby certifies that Bimini Mortgage Management, Inc.
(the “Holder”) is the registered owner of common securities of the Trust
representing undivided beneficial interests in the assets of the Trust (the
“Common Securities”).  The Common Securities represented hereby are
issued pursuant to, and the designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities shall in all
respects be subject to, the provisions of the Amended and Restated Declaration
of Trust of the Trust dated as of October 5, 2005, among Jeffrey J. Zimmer,
Robert E. Cauley and Amber K. Luedke, as Administrators, Wilmington Trust
Company, as Delaware Trustee, Wilmington Trust Company, as Institutional
Trustee, Bimini Mortgage Management, Inc., as Sponsor, and the holders from time
to time of undivided beneficial interest in the assets of the Trust including
the designation of the terms of the Common Securities as set forth in Annex I to
such amended and restated declaration, as the same may be amended from time to
time (the “Declaration”).  Capitalized terms used herein but not
defined shall have the meaning given them in the Declaration.  The
Sponsor will provide a copy of the Declaration and the Indenture to the Holder
without charge upon written request to the Sponsor at its principal place of
business.

     

    As set
forth in the Declaration, when an Event of Default has occurred and is
continuing, the rights of Holders of Common Securities to payment in respect of
Distributions and payments upon Liquidation, redemption or otherwise are
subordinated to the rights of payment of Holders of the Capital
Securities.

     

    Upon
receipt of this Certificate, the Holder is bound by the Declaration and is
entitled to the benefits thereunder.

     

    By
acceptance of this Certificate, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and the Common
Securities as evidence of undivided beneficial ownership in the
Debentures.

     

    This
Common Security is governed by, and construed in accordance with, the laws of
the State of Delaware, without regard to principles of conflict of
laws.

     


    
      
        
          A-2-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Trust has duly executed this certificate.

     

    BIMINI
CAPITAL TRUST II

    


    


    By:                                                                           

    Name:

    Title:
Administrator


    
      
        
          A-2-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    [FORM OF
REVERSE OF COMMON SECURITY]

     

    Distributions
payable on each Common Security will be payable at an annual rate equal to
7.8575% beginning on (and including) the date of original issuance and ending on
(but excluding) the Distribution Payment Date in December 2010 and at an annual
rate for each successive period beginning on (and including) the Distribution
Payment Date in December 2010, and each succeeding Distribution Payment Date,
and ending on (but excluding) the next succeeding Distribution Payment Date
(each a “Distribution Period”), equal to 3-Month LIBOR, determined as described
below, plus 3.50% (the “Coupon Rate”), applied to the stated liquidation amount
of $1,000.00 per Common Security, such rate being the rate of interest payable
on the Debentures to be held by the Institutional Trustee. Distributions in
arrears will bear interest thereon compounded quarterly at the Distribution Rate
(to the extent permitted by applicable law).  The term “Distributions”
as used herein includes cash distributions and any such compounded distributions
unless otherwise noted.  A Distribution is payable only to the extent
that payments are made in respect of the Debentures held by the Institutional
Trustee and to the extent the Institutional Trustee has funds available
therefor.  As used herein, “Determination Date” means the date that is
two London Banking Days (i.e., a business day in which dealings in deposits in
U.S. dollars are transacted in the London interbank market) preceding the
commencement of the relevant Distribution Period.  The amount of the
Distribution payable (i) for any Distribution Period commencing on or after
the date of original issuance but before the Distribution Payment Date in
December 2010 will be computed on the basis of a 360-day year of twelve 30-day
months, and (ii) for the Distribution Period commencing on the Distribution
Payment Date in December 2010 and each succeeding Distribution Period will be
calculated by applying the Distribution Rate to the stated liquidation amount
outstanding at the commencement of the Distribution Period on the basis of the
actual number of days in the Distribution Period concerned divided by
360.

     

    “3-Month LIBOR” as used herein,
means the London interbank offered interest rate for three-month U.S. dollar deposits
determined by the Debenture Trustee in the following order of
priority:  (i) the rate (expressed as a percentage per annum) for U.S.
dollar deposits having a three-month maturity that appears
on Telerate Page 3750 as of 11:00 a.m. (London time) on the related
Determination Date (“Telerate Page 3750” means the display designated as “Page
3750” on the Moneyline Telerate Service or such other page as may replace Page
3750 on that service or such other service or services as may be nominated by
the British Bankers’ Association as the information vendor for the purpose of
displaying London interbank offered rates for U.S. dollar deposits); (ii) if
such rate cannot be identified on the related Determination Date, the Debenture
Trustee will request the principal London offices of four leading banks in the
London interbank market to provide such banks’ offered quotations (expressed as
percentages per annum) to prime banks in the London interbank market for U.S.
dollar deposits having a three-month maturity as of 11:00
a.m. (London time) on such Determination Date.  If at least two
quotations are provided, 3-Month LIBOR will be the
arithmetic mean of such quotations; (iii) if fewer than two such quotations are
provided as requested in clause (ii) above, the Debenture Trustee will request
four major New York City banks to provide such banks’ offered quotations
(expressed as percentages per annum) to leading European banks for loans in U.S.
dollars as of 11:00 a.m. (London time) on such Determination Date.  If
at least two such quotations are provided, 3-Month LIBOR will be the
arithmetic mean of such quotations; and (iv) if fewer than two such quotations
are provided as requested in clause (iii) above, 3-Month LIBOR will be a 3-Month LIBOR determined with
respect to the Distribution Period immediately preceding such current
Distribution Period.  If the rate for U.S. dollar deposits having a
three-month maturity
that initially appears on Telerate Page 3750 as of 11:00 a.m. (London time) on
the related Determination Date is superseded on the Telerate Page 3750 by a
corrected rate by 12:00 noon (London time) on such Determination Date, then the
corrected rate as so substituted on the applicable page will be the applicable
3-Month LIBOR for such
Determination Date.

     

    The
Distribution Rate for any Distribution Period will at no time be higher than the
maximum rate then permitted by New York law as the same may be modified by
United States law.

     


    
      
        
          A-2-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    All
percentages resulting from any calculations on the Common Securities will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage
point rounded upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655%
(or .0987655), and all dollar amounts used in or resulting from such calculation
will be rounded to the nearest cent (with one-half cent being rounded
upward)).

     

    Except as
otherwise described below, Distributions on the Common Securities will be
cumulative, will accrue from the date of original issuance and will be payable
quarterly in arrears on March 15, June 15, September 15 and
December 15 of each year or if any such day is not a Business Day, then the
next succeeding Business Day (each such day, a “Distribution Payment Date”),
commencing on the Distribution Payment Date in
December 2005.  Distributions on the Securities must be paid on
the dates payable to the extent that the Trust has funds available for the
payment of such distributions in the Property Account of the Trust. The Trust’s
funds available for Distribution to the Holders of the Securities will be
limited to payments received from the Debenture Issuer.

     

    The
Common Securities shall be redeemable as provided in the
Declaration.

     


    
      
        
          A-2-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned assigns and transfers this Common Security Certificate
to:

     

    


     

    (Insert
assignee’s social security or tax identification number)

     

    


     

    


     

    (Insert
address and zip code of assignee) and irrevocably appoints

     

    


     

    


     

     agent to transfer this Common
Security Certificate on the books of the Trust.  The agent may
substitute another to act for him or her.

     

    Date:                                                                           

     

    Signature:                                                                

     

    (Sign
exactly as your name appears on the other side of this Common Security
Certificate)

     

    Signature:                                                                

     

    (Sign
exactly as your name appears on the other side of this Common Security
Certificate)

     

    Signature
Guarantee2

     

    

      

    

      
      2
Signature must be guaranteed by an “eligible guarantor institution” that is a
bank, stockbroker, savings and loan association or credit union, meeting the
requirements of the Security registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Security
registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.

       

    


    
      
        
          A-2-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    SPECIMEN
OF INITIAL DEBENTURE

     

    (See
Document No. 17)

     


    
      
        
          B-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    PLACEMENT
AGREEMENT

     

    (See
Document No. 1)

     


    
      
        
          C-

          1235512.1

          Bimini
Mortgage Management, Inc./Amended and Restated Declaration of
Trust