AMENDMENT NO. 3
                                     TO THE
                   SECOND AMENDED AND RESTATED TRUST AGREEMENT
                                       OF
                                   CHARTERMAC


          This AMENDMENT NO. 3 dated as of June 13, 2006  ("Amendment No. 3") to
the Trust Agreement (as defined below) of CharterMac, a Delaware statutory trust
(the  "Company"),  is  entered  into,  by and  among the  undersigned  Trustees.
Capitalized  terms used but not defined shall have the meaning  assigned to such
terms in Article 2 of the Trust Agreement.

                              W I T N E S S E T H :

          WHEREAS,  certain of the Trustees  have  created a statutory  trust in
accordance with applicable  provisions of the Trust Act by entering into a Trust
Agreement,  dated as of August 12,  1996,  as amended by an  Amendment  No. 1 to
Trust  Agreement  dated as of April 30, 1997, and as amended and restated by the
Amended and Restated  Trust  Agreement  dated as of September  30, 1997,  and as
further  amended by  Amendment  Nos. 1, 2, 3 and 4 to the  Amended and  Restated
Trust  Agreement  dated as of May 8, 2000,  December 11, 2000, June 13, 2002 and
November  17,  2003,  respectively  and as further  amended and  restated by the
Second Amended and Restated Trust  Agreement  dated as of November 17, 2003, and
as further  amended by Amendment Nos. 1 and 2 to the Second Amended and Restated
Trust  Agreement  dated  as  of  September  20,  2005  and  November  30,  2005,
respectively,  (as so amended and amended and restated,  the "Trust Agreement"),
and by the filing  with the  Secretary  of State of the State of  Delaware  of a
Certificate of Trust on August 12, 1996, as heretofore amended; and

          WHEREAS,  Section 6.1 of the Trust Agreement authorizes the Company to
issue 100,000,000 shares;

          WHEREAS,  by  resolutions  dated April 3, 2006,  the Board of Trustees
deemed it to be  advisable  and in the best  interests  of the Company  that the
Trust  Agreement  be amended to increase  the number of  authorized  shares from
100,000,000  to  160,000,000  subject to approval of the Company's  Shareholders
(the "Trust Agreement Amendment");

          WHEREAS,  the  holders  of a majority  of the  issued and  outstanding
Common  Shares and  Special  Preferred  Voting  Shares have  approved  the Trust
Agreement Amendment;

          NOW, THEREFORE,  the Trust Agreement is hereby amended effective as of
June 13, 2006 as follows:

               1. The first  sentence of the first  paragraph  of Section 6.1 of
the Trust Agreement is amended and restated in its entirety as follows:

               6.1  AUTHORIZATION  OF SHARES.  The Trust is  authorized to issue
160,000,000 Shares.

               2.  Except as  otherwise  amended  herein,  the  Trust  Agreement
remains unchanged and in full force and effect.

               3. This Amendment No. 3 shall be  interpreted in accordance  with
the  laws  of the  State  of  Delaware  (without  regard  to  conflict  of  laws
principles), all rights and remedies being governed by such laws.

               4. This Amendment No. 3 may be executed in counterparts,  each of
which shall be an original  and all of which shall  constitute  one and the same
instrument.



                            [Signature Page Follows]


<PAGE>



IN WITNESS  WHEREOF,  the  undersigned  have caused this  Amendment  No. 3 to be
executed as of the day and year first above written.


                                         MANAGING TRUSTEES:



                                                       /S/ STEPHEN M. ROSS
                                                       -------------------
                                                       Stephen M. Ross




                                                       /S/ PETER T. ALLEN
                                                       ------------------
                                                       Peter T. Allen



                                                       /S/ JEFF T. BLAU
                                                       ----------------
                                                       Jeff T. Blau



                                                       /S/ ANDREW L. FARKAS
                                                       --------------------
                                                       Andrew L. Farkas



                                                       /S/ NATHAN GANTCHER
                                                       -------------------
                                                       Nathan Gantcher



                                                       /S/ JEROME Y. HALPERIN
                                                       ----------------------
                                                       Jerome Y. Halperin



                                                       /S/ ALAN P. HIRMES
                                                       ------------------
                                                       Alan P. Hirmes



                                                       /S/ ROBERT L. LOVERD
                                                       --------------------
                                                       Robert L. Loverd



                                                       /S/ ROBERT A. MEISTER
                                                       ---------------------
                                                       Robert A. Meister



                                                       /S/ JANICE COOK ROBERTS
                                                       -----------------------
                                                       Janice Cook Roberts



                                                       /S/ MARC D. SCHNITZER
                                                       ---------------------
                                                       Marc D. Schnitzer



                                                       /S/ THOMAS W. WHITE
                                                       -------------------
                                                       Thomas W. White


<PAGE>


                                             REGISTERED TRUSTEE:

                                             WILMINGTON  TRUST  COMPANY,
                                             (executing  solely pursuant
                                             to Section  3.2(iii) of the
                                             Trust  Agreement and not in
                                             its individual capacity but
                                             solely    as     Registered
                                             Trustee)



                                             By: /S/ RACHEL L. SIMPSON
                                                 ---------------------
                                           Name: Rachel L. Simpson
                                          Title: Sr. Financial Services Advisor