AMENDMENT
NO. 1


TO


AMENDED
AND RESTATED DECLARATION OF TRUST





IMPAC
CAPITAL TRUST #4




This AMENDMENT NO. 1 to AMENDED AND
RESTATED DECLARATION OF TRUST (this “Amendment”), dated
and effective as of July 14, 2009, is entered into by Wilmington Trust
Company,  as Institutional Trustee (the "Institutional
Trustee"), Impac Mortgage Holdings, Inc., a Maryland corporation (the
“Company”) as
Holder of the Common Securities, and Holders of a Majority in liquidation amount
of the Capital Securities.  Terms not otherwise defined herein shall
have the respective meanings ascribed to them in the Amended and Restated
Declaration of Trust dated October 18, 2005 (the “Declaration”) and the
Indenture dated as of October 18, 2005 between the Company and Wilmington Trust
Company, as Trustee (the “Indenture”), as
applicable.




WHEREAS, the parties desire to amend
the Declaration pursuant to the requirements of Section 11.1 therein
to:




(a)           allow
for the surrender of (i) Capital Securities held by the Sponsor or any of its
Affiliates, and (ii) Common Securities proportionate to the Capital Securities
surrendered pursuant to clause (i), and in exchange receive a principal amount
of Debentures equal to the respective liquidation amount of the Capital
Securities and Common Securities so surrendered so that pursuant to Section 2.09
of the Indenture the principal amount of Debentures so issued in exchange may
then be surrendered to the Trustee (as defined in the Indenture) for
cancellation,




(b)           allow
the Holder of the Common Securities or the obligor under the
Indenture  to purchase outstanding Capital Securities,
and




(c)           terminate
any right by the Sponsor to defer interest payments on the Capital
Securities;




WHEREAS, pursuant to Section 11.1(a),
among other requirements, the Declaration may only be amended by a written
instrument approved and executed by the Institutional Trustee and the Holders of
a Majority in liquidation amount of the Common Securities, and pursuant to
Section 11.1(c), no amendment shall be made unless Holders of a Majority in
liquidation amount of the Capital Securities shall have consented to such
amendment;




WHEREAS, there are 20,000 Capital
Securities of the Trust issued and outstanding;




WHEREAS, the Company is the Sponsor of
the Trust and holds all of the outstanding 620 Common Securities of the
Trust;




WHEREAS, the Trust has purchased an
aggregate of 9,000 of the Capital Securities; and




WHEREAS, Section 3818 of Chapter 38 of
Title 12 of the Delaware Code provides that any interest acquired by the
statutory trust shall be deemed canceled and accordingly only 11,000 of the
20,000 Capital Securities are deemed outstanding.









NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties, intending to be legally bound hereby, amend the Declaration and
agree as follows:




1.        
    The Declaration is hereby amended by inserting in
Article VI thereof the following new Section 6.8:




“SECTION
6.8       Exchanges.




(a)           If
at any time or from time to time the Sponsor or any of its Affiliates or the
Trust (in each case, a “Sponsor Affiliate”) is a Holder of any Capital
Securities, such Sponsor Affiliate may, at such Holder’s election, surrender to
the Institutional Trustee all or such portion of its Capital Securities it Holds
and, subject to compliance with Section 2.05 of the Indenture, receive, in
exchange therefor, a principal amount of Debentures equal to the Liquidation
Distribution of the Capital Securities so surrendered; provided that, in the
case of Capital Securities surrendered by the Trust, the applicable amount of
Debentures will be distributed to the Sponsor.  Such election (i)
shall be exercisable on any Business Day, provided that such Business Day is not
a record date or any day falling  between a record date and a
Distribution Payment Date (an "Exchange Date") by such Sponsor Affiliate
delivering to the Institutional Trustee a written notice of such election
specifying the Liquidation Distribution of Capital Securities with respect to
which such election is being made and the Exchange Date on which such exchange
shall occur, which Exchange Date shall be not less than ten (10) Business Days
after the date of receipt by the Institutional Trustee of such election notice
and (ii) shall be conditioned upon such Sponsor Affiliate having delivered or
caused to be delivered to the Institutional Trustee or its designee the Capital
Securities that are the subject of such election by 10:00 A.M. New York time, on
the Exchange Date on which such exchange is to occur.  After the
exchange, such Capital Securities surrendered in the exchange as aforesaid will
be canceled and will no longer be deemed to be outstanding and all rights of the
Sponsor Affiliate with respect to such Capital Securities will
cease.




(b)           In
the case of any exchange described in Section 6.8(a), on the Exchange Date, the
Sponsor Affiliate shall further surrender or cause to be surrendered to the
Institutional Trustee that amount of  Common Securities, and the
Institutional Trustee on behalf of the Trust shall, issue to the Sponsor
Affiliate or, in the case where Capital Securities are surrendered by the Trust,
the Sponsor Debentures for the Common Securities so surrendered, in the
principal amount of Debentures equal to the quotient of (i) the aggregate
Liquidation Distribution of the Capital Securities surrendered by the Sponsor
Affiliate pursuant to Section 6.8(a), divided by (ii) the aggregate Liquidation
Distribution of all Capital Securities outstanding immediately prior to such
exchange pursuant to Section 6.8(a). The Institutional Trustee shall cancel the
amount of Common Securities so contemporaneously surrendered by the Sponsor
Affiliate in exchange for Debentures as aforesaid and thereupon such surrendered
Common Securities shall no longer be deemed outstanding and all rights of the
Sponsor Affiliate with respect to such Capital Securities will
cease.  The Sponsor Affiliate shall deliver or cause to be delivered
to the Institutional Trustee or its designee contemporaneously with the Capital
Securities surrendered for exchange pursuant to Section 6.8(a) the required
amount of Common Securities to be exchanged. Upon their issuance, the Debentures
so issued pursuant to Sections 6.8(a) and 6.8(b) shall in all respects be
governed by the Indenture.”




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2.       
     Paragraph 4(e)(v) of Annex I of the Declaration is
deleted in its entirety and replaced with the following:




“(v)           Subject
to the foregoing and applicable law (including, without limitation, United
States federal securities laws), 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.”





3.          
  The Declaration is hereby amended as follows:




(a)           Section
2(e) of Annex I is deleted in its entirety and replaced with the
following:




“Distributions on the Securities will
be cumulative, will accrue from the date of original issuance, and will be
payable quarterly in arrears on April 30, July 30, October 30, and January 30 of
each year, commencing on January 30, 2006 (each, a “Distribution Payment
Date”).  Distributions on the Securities must be paid on the dates
payable to the extent that the Trust has funds legally 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.”;




(b)           Section
1.1 of Article I is amended by deleting the definitions “Deferred Interest” and
“Extension Period”; and




(c)           all
references to, and uses of, the terms “Deferred Interest” and “Extension Period”
in Sections 2(a), 2(f), 5.1, 6.7(c)(i)(B) and (C) and Annex I, as applicable, as
well as in the certificates for the Capital Securities (whether issued or to be
issued in the future), and any other section and exhibit  that uses
such terms but is not specifically identified herein, are deleted.




4.        
    As amended as set forth in Paragraphs 1, 2 and 3 hereof,
the Declaration shall remain in full force and effect.




5.         
   This Amendment may be executed in any number of facsimile
counterparts, each of which shall be an original, but which together constitute
one and the same instrument.  This Amendment may be executed and
delivered by facsimile.  This Amendment is binding upon and shall
inure to the benefit of the parties hereto and their successors and
assigns.




[SIGNATURE
PAGE TO FOLLOW]




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IN WITNESS WHEREOF, the undersigned
have caused this Amendment No. 1 to the Declaration to be duly executed as of
the day and year first above written.









Wilmington
      Trust Company,As
      Institutional TrusteeBy:
            /s/ Michael
      G. Oller, Jr.Name:Michael
      G. Oller, Jr.Title:
      Assistant Vice President






Impac
      Mortgage Holdings, Inc.Holder
      of 620 Common SecuritiesBy:
            /s/
      Ronald M. MorrisonName:
      Ronald M. MorrisonTitle:
      Executive Vice President






Amster
      Trading CompanyHolder
      of 8,000 Capital SecuritiesBy:
              /s/
      Howard AmsterName:
      Howard AmsterTitle:
      President
   Ramat
      Securities Ltd.Holder
      of 2,000 Capital SecuritiesBy:
                /s/
      Howard AmsterName:
      Howard AmsterTitle:
      Manager
  Tamra
      F. Gould Trust u/a dated November 5,
      2004Holder
      of 1,000 Capital SecuritiesBy:
                  /s/
      Tamra GouldName:
      Tamra GouldTitle:  Trustee
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