Exhibit 3.1(c)



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                                   CHARTERMAC
                   SECOND AMENDED AND RESTATED TRUST AGREEMENT



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     This SECOND  AMENDED AND  RESTATED  TRUST  AGREEMENT  is entered into as of
November 17, 2003 by and among the  undersigned  Trustees and those  persons who
are or  become  Shareholders  pursuant  to the  terms of this  Trust  Agreement.
Capitalized  terms used but not defined shall have the meanings assigned to such
terms in Article 2.

                              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  (as so amended and amended and  restated,  the
"ORIGINAL  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,  the parties hereto desire to amend and restate the Original Trust
Agreement in its entirety as provided herein;

     WHEREAS,  the  Shareholders  have approved the amendment and restatement of
the Original Trust Agreement;

     "WHEREAS,  the Shareholders  have approved the amendment and restatement of
the Original Trust Agreement as provided herein and pursuant to Sections 1.1 and
10.4(f) of the Original  Trust  Agreement,  the Board of  Trustees,  without the
consent of the  Shareholders,  has approved the amendments to the Original Trust
Agreement to change the Trust's name from "Charter Municipal Mortgage Acceptance
Company" to "CharterMac"; and

     WHEREAS,  the Trustees  desire that the Trust qualify as a partnership  for
federal income tax purposes under the Code.

     NOW,  THEREFORE,  the  parties  hereto  hereby  declare  that all money and
property contributed to or otherwise owned or held by or on behalf of the Trust,
together with the proceeds  thereof,  shall be held and managed in trust for the
benefit of the Shareholders, subject to the provisions hereof.

1.   ORGANIZATION

     1.1 NAME. The trust hereby  continued shall be known as CharterMac in which
name the Board of Trustees may conduct  business or any subsequent name as shall
be selected by the Board of Trustees.


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     1.2  BUSINESS  OFFICES.  The  principal  office  of  the  Trust,  and  such
additional offices as the Board of Trustees may determine to establish, shall be
located at such place or places  inside or outside  the State of Delaware as the
Board of Trustees may designate from time to time.

     1.3  DECLARATION OF TRUST.  The Board of Trustees hereby declares that they
will hold the Trust  Property  in trust upon and subject to the  conditions  set
forth herein for the use and benefit of the Shareholders. It is the intention of
the parties hereto that this Trust Agreement and the Bylaws shall constitute the
governing instruments of the Trust.

2.   DEFINITIONS AND GLOSSARY OF TERMS

     The following terms used in this Trust  Agreement  shall (unless  otherwise
expressly  provided  herein or unless the context  otherwise  requires) have the
following respective meanings:

     "Adjusted  Capital Account Deficit" shall have the meaning ascribed thereto
in Section 9.5.

     "Affiliate"  of an Entity  shall mean (i) any officer,  director,  partner,
employee or controlling shareholder of such Entity; (ii) any Person controlling,
controlled  by or  under  common  control  with  any  Entity  or any  individual
described in (i) above; (iii) any officer, director, trustee, general partner or
employee of any Person  described  in (ii)  above;  and (iv) any Person who is a
member, other than as limited partner,  with any individual described in (i) and
(ii) above in a relationship of joint venture,  general partnership,  or similar
form of unincorporated business association.

     "Amended and Restated Operating  Agreement" shall mean that certain Amended
and Restated Operating  Agreement of CharterMac  Capital Company,  LLC dated the
date hereof.

     "Available  Cash"  shall mean,  with  respect to the  applicable  period of
measurement  (i.e.,  any period  beginning  on the first day of the fiscal year,
quarter or other period commencing  immediately after the last day of the fiscal
year,  quarter or other applicable  period for purposes of the prior calculation
of Available Cash for, or with respect to which,  a Distribution  has been made,
and  ending on the last day of the  fiscal  year,  quarter  or other  applicable
period immediately  preceding the date of the calculation),  the excess, if any,
as of such date, of

          (a) the gross  cash  receipts  of the Trust for such  period  from all
sources whatsoever, including, without limitation, the following:

               (i) all interest and other revenues,  income and proceeds derived
          by the  Trust  from its  operations,  including,  without  limitation,
          distributions received by the Trust from any Entity in which the Trust
          has an interest;

               (ii) all proceeds  and revenues  received by the Trust on account
          of any sales of assets of the Trust or as a refinancing  of or payment
          of principal, interest, costs, fees, penalties or otherwise on account
          of any  borrowings  made  by,  or  other  leverage  of,  the  Trust or
          financings or refinancings of any asset of the Trust;

               (iii)  the  amount of any  insurance  proceeds  and  condemnation
          awards received by the Trust;

               (iv) all  capital  contributions  or loans  received by the Trust
          from its Shareholders;

               (v) all Reserves previously set aside by the Trust, to the extent
          such amounts are no longer needed for the specific  purposes for which
          such amounts were reserved; and


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               (vi)  the  proceeds  of  liquidation  of the  Trust's  assets  in
          accordance with this Agreement;

over

          (b)  the sum of:

               (i) all operating  costs and expenses,  including taxes and other
          expenses of the assets  directly and indirectly  held by the Trust and
          capital  expenditures  made  during such  period  (without  deduction,
          however,  for any capital  expenditures,  charges for  depreciation or
          other  expenses  not  paid  in  cash  or  expenditures  from  Reserves
          described in (vii) below);

               (ii) all costs and  expenses  expended or paid during such period
          in  connection  with the sale or other  disposition,  or  financing or
          refinancing, of the assets directly or indirectly held by the Trust or
          the recovery of insurance or condemnation proceeds;

               (iii)  all  fees  and  reimbursements  provided  for  under  this
          Agreement;

               (iv) all debt service,  including  principal  and interest,  paid
          during such period on all  indebtedness  (including  under any line of
          credit) of the Trust;

               (v)  all  capital  contributions,   advances,  reimbursements  or
          similar  payments  made  to any  Person  in  which  the  Trust  has an
          interest;

               (vi) all loans made by the Trust in accordance  with the terms of
          this Agreement; and

               (vii)  any new  Reserves  or  increases  in  Reserves  reasonably
          determined  by the  Managing  Trustees  to be  necessary  for  working
          capital, capital improvements, payments of periodic expenditures, debt
          service  or other  purposes  for the Trust or any  Person in which the
          Trust has an interest.

     "Board of Trustees" shall mean,  collectively,  the Managing Trustees named
in Section 3.1(b) so long as they continue in office,  and all other individuals
who have been duly elected and qualify as Managing Trustees.

     "Book Amortization" shall have the meaning ascribed thereto in Section 9.7.

     "Book Depreciation" shall have the meaning ascribed thereto in Section 9.7.

     "Book Disparity" shall have the meaning ascribed thereto in Section 9.7.

     "Book Gain" shall have the meaning ascribed thereto in Section 9.7.

     "Book Loss" shall have the meaning ascribed thereto in Section 9.7.

     "Bylaws" shall mean the Second Amended and Restated  Bylaws of the Trust as
adopted as of the date hereof,  and as amended or restated from time to time, by
the Board of Trustees pursuant to Section 10.2(b), which Bylaws are incorporated
herein by reference  and shall form a part of the  governing  instrument  of the
Trust.

     "Capital Account" shall have the meaning ascribed thereto in Section 9.4.


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     "Capital Event" shall mean any Trust transaction not in the ordinary course
of its business including, without limitation,  principal payments, prepayments,
the incurrence of prepayment penalties, sales, exchanges,  foreclosures or other
dispositions of assets directly or indirectly owned by the Trust,  recoveries of
damage awards and insurance proceeds not used to rebuild (other than the receipt
of contributions to the capital of the Trust and business or rental interruption
insurance proceeds not used to rebuild).

     "Cause" shall mean gross negligence or willful misconduct.

     "Code"  shall  mean the  Internal  Revenue  Code of 1986,  as  amended,  or
corresponding provisions of subsequent revenue laws.

     "Common Shares" shall mean any Shares classified or reclassified as such by
the Board of Trustees.

     "Common  Shareholder"  shall mean any Person who holds Common Shares in its
capacity as a beneficial owner of the Trust, including the Manager to the extent
it holds Common Shares.

     "Contribution  Agreement" shall mean that certain  Contribution  Agreement,
dated as of December 17, 2002, by and among CharterMac Capital Company,  LLC and
other parties named therein.

     "Control" (and its  correlative  forms) shall have the meaning  ascribed to
such term under the Investment  Company Act of 1940, as amended and in effect on
the date of this Agreement.

     "Covered Person" shall have the meaning ascribed thereto in Section 10.9.

     "CRA  Preferred  Shares" means,  collectively,  the  Convertible  Community
Reinvestment  Act  Preferred  Shares  and the  Series  A  Convertible  Community
Reinvestment Act Preferred Shares described in Section 6.7.

     "Distributions"  shall  mean  any  cash or Trust  Property  distributed  to
Shareholders in accordance  with the terms of this Trust Agreement  arising from
their beneficial ownership interests in the Trust.

     "Entity"  shall  mean  any  general   partnership,   limited   partnership,
corporation,  joint venture,  trust,  business or statutory  trust,  real estate
investment trust, limited liability company, cooperative or association.

     "Final Ratio" shall have the meaning ascribed thereto in Section 9.6(c).

     "Incentive Share Option Plan" shall mean any Share option plan which may be
adopted from time to time by the Board of Trustees.

     "Indemnified Party(ies)" shall have the meaning ascribed thereto in Section
14.1.

     "Independent  Trustee"  shall  mean  each  Managing  Trustee  who is not an
officer or employee of the Trust; who is neither related to the Trust's officers
nor represents  concentrated or family holdings of the Trust's voting interests;
and  who,  in the  view  of the  other  Independent  Trustees,  is  free  of any
relationship that would interfere with the exercise of independent judgment with
respect to matters relating or pertaining to the affairs of the Trust; provided,
however, that if Nasdaq, or the national securities exchange on which any Shares
are listed, adopts rules which mandate a different definition of "independence",
such definition shall apply in place of the foregoing.

     "Leverage  Limitation"  shall have the meaning  ascribed thereto in Section
10.3.


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     "Majority Vote" shall mean, as to any matter on which the Shareholders have
the right to vote, the affirmative vote of the holders of the outstanding Common
Shares together with the holders of any other class or series of Shares entitled
to vote with the holders of Common  Shares  (voting as a single  class),  having
more than 50% of the outstanding  Shares entitled to vote on the matter. For the
avoidance  of  doubt,  except as to  matters  on which the  holders  of  Special
Preferred  Voting  Shares  are  entitled  to a  separate  class  vote  under the
Certificate of Designation of Special  Preferred  Voting Shares,  the holders of
the Common Shares and the holders of the Special  Preferred  Voting Shares shall
vote together as a single class.

     "Management  Agreement" shall mean the agreement  between the Trust and the
Manager,  as amended  from time to time,  pursuant to which the Manager  will be
engaged by the Trust to conduct the  business  and affairs of the Trust upon the
terms and conditions therein.

     "Manager"  shall mean such Person to which the Board of Trustees  delegates
the authority to conduct the business and affairs of the Trust in all matters as
set forth in the Management Agreement with the Manager.

     "Managing  Trustees" shall mean the individuals  named in Section 3.1(b) so
long as they continue in office,  and all other  individuals  who have been duly
elected  and  qualify  as  trustees  of  the  Trust  hereunder,   including  the
Independent Trustees but not including the Registered Trustee.

     "Net  Income"  or "Net  Loss"  shall  mean  for each  fiscal  year or other
applicable  period,  an amount equal to the Trust's  taxable  income or loss for
such year or period as determined for federal income tax purposes  determined in
accordance  with  Section  703(a) of the Code (for  this  purpose,  all items of
income,  gain, loss or deduction  required to be stated  separately  pursuant to
Section 703(a) of the Code shall be included in taxable income or loss), and (a)
by including as an item of gross income any  tax-exempt  income  received by the
Trust and not otherwise  taken into account in computing Net Income or Net Loss;
(b) by treating as a deductible  expense any  expenditure of the Trust described
in  Section  705(a)(2)(B)  of  the  Code  (or  which  is  treated  as a  Section
705(a)(2)(B)  expenditure  pursuant  to  Section   1.704-1(b)(2)(iv)(i)  of  the
Regulations) and not otherwise taken into account in computing Net Income or Net
Loss; (c) by making any adjustments  needed to take into account any differences
between  book  basis  and tax  basis;  and (d) by not  taking  into  account  in
computing Net Income or Net Loss items separately  allocated to the Shareholders
pursuant to the provisions of Article 9 hereof.

     "Original Trust  Agreement"  shall have the meaning ascribed thereto in the
Preamble.

     "Outstanding  Preferred Securities" shall have the meaning ascribed thereto
in Section 10.3.

     "Percentage Interest" shall mean, as to a Shareholder,  the fractional part
of the Shares owned by such  Shareholder and expressed as a percentage  computed
by dividing the Shares owned by such  Shareholder  by the total number of issued
and outstanding  Shares owned by all  Shareholders.  As used in this definition,
the  term  "Shareholder"   includes  the  Common   Shareholders  and  any  other
Shareholders  who receive  the same  Distributions  as the Common  Shareholders,
including holders of CRA Preferred Shares;  provided that the Board of Trustees,
without  requirement  for any  consent  of the  Shareholders,  may  modify  this
definition  from time to time as  necessary  to reflect  the terms of any Shares
issued by the Trustees pursuant to Section 6.7.

     "Person" shall mean an individual or Entity.

     "Preferred Shares" shall mean any Shares classified or reclassified as such
by the Board of Trustees.

     "RCC  Acquisition  Documents"  shall have the meaning  ascribed  thereto in
Section 10.11.


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     "Registered  Trustee"  shall  mean  Wilmington  Trust  Company,  a Delaware
banking  corporation,  not in its  individual  capacity  but solely as a trustee
hereunder,  or any other Person which  succeeds it in such capacity  pursuant to
Section 15.2 and in compliance with Section 3807 of the Trust Act.

     "Registered  Trustee  Person"  shall have the meaning  ascribed  thereto in
Section 14.2.

     "Reserves"  shall mean the amount set aside by the Board of Trustees or the
Manager  as  reserves  of  the  Trust  for  working  capital  and  for  repairs,
replacements, contingencies or other purposes.

     "Shareholder"  shall mean any Person who holds  Shares in its capacity as a
beneficial  owner of the  Trust,  including  the  Manager to the extent it holds
Shares.

     "Shareholder  Minimum  Gain"  shall  mean an amount,  with  respect to each
Shareholder  Nonrecourse  Debt,  equal to the Trust Minimum Gain (assuming,  for
this purpose,  that the Trust's only liability was the  Shareholder  Nonrecourse
Debt), that would result if such Shareholder  Nonrecourse Debt were treated as a
nonrecourse   liability,   determined  in  accordance   with  Treas.   Reg.  ss.
1.704-2(i)(3) and then aggregating the separately computed gains.

     "Shareholder  Nonrecourse Debt" shall have the meaning ascribed to "partner
nonrecourse debt" set forth in Treas. Reg. ss. 1.704-2(b)(4).

     "Shareholder  Nonrecourse  Deductions"  shall have the meaning  ascribed to
"partner nonrecourse deductions" set forth in Treas. Reg. ss. 1.704-2(i)(2).

     "Shares" shall mean the beneficial  interests of a Shareholder in the Trust
representing  undivided  beneficial  interests in the assets of the Trust, which
may be evidenced by Trust Certificates,  including,  without limitation,  Common
Shares and Preferred Shares.

     "Special  Common  Units"  shall have the  meaning  ascribed  thereto in the
Amended and Restated Operating Agreement.

     "Special  Preferred  Voting Shares" shall have the meaning ascribed thereto
in Section 6.7(c).

     "Substantially All of the Assets" shall mean assets representing 66-2/3% or
more of the net book  value of all of the  Trust's  assets  as of the end of the
most recently completed calendar quarter.

     "Terminating  Capital Transaction" shall mean any sale or other disposition
of assets of the Trust in connection with a liquidation of the Trust.

     "Total  Market  Value"  shall  mean the  greater  of (i) the sum of (a) the
aggregate  market  value of the Trust's  outstanding  Shares,  and (b) the total
leverage  of the Trust and (ii) the  aggregate  value of the  Trust's  assets as
determined by the Manager based upon  third-party  or management  appraisals and
other criteria as the Board of Trustees shall determine in its sole discretion.

     "Transfer" shall mean sale, assignment, conveyance, transfer, gift, pledge,
hypothecation,  mortgage,  exchange  or  other  disposition  whether  voluntary,
involuntary, by operation of law or otherwise.

     "Trust" shall mean CharterMac.

     "Trust Act" shall mean the Delaware  Statutory Trust Act, 12 Del.C.  ss.ss.
3801 et. seq., as amended from time to time, or the corresponding  provisions of
any succeeding law.

     "Trust  Agreement"  shall  mean this  Second  Amended  and  Restated  Trust
Agreement,  dated as of November  17, 2003 among the  undersigned  Trustees  and
those Persons who are or become Shareholders pursuant to the terms of this Trust


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Agreement,  as amended or  restated  from time to time,  and shall  include  the
By-laws, as amended or restated from time to time by the Board of Trustees.

     "Trust  Certificate" shall mean a certificate signed on behalf of the Trust
by a Trustee  or the  Manager,  evidencing  the Shares of a  Shareholder  in the
Trust.

     "Trust  Minimum  Gain"  shall  mean the sum of the  amounts  determined  by
computing with respect to each nonrecourse liability of the Trust, the amount of
gain (of whatever character),  if any, that would be realized by the Trust if it
disposed  (in a taxable  transaction)  of the  Trust  Property  subject  to such
liability for no  consideration  other than full  satisfaction of such liability
and then aggregating the separately computed gains.

     "Trust  Property" shall mean all right,  title and interest of the Trust in
and to any property  contributed to the Trust by the  Shareholders  or otherwise
acquired by the Trust,  including,  without  limitation,  all  distributions  or
payments thereon or proceeds therefrom.

     "Trustees"  shall  mean,  collectively,   the  Managing  Trustees  and  the
Registered Trustee.

3.   TRUSTEES; LEGAL TITLE

     3.1  MANAGING TRUSTEES.

          (a) NUMBER. The Board of Trustees shall consist of not less than three
nor more than sixteen Managing Trustees. Initially, the Trust shall have fifteen
Managing  Trustees,  of which eight shall be  Independent  Trustees.  As long as
Thomas W. White is on the Board of Trustees, a majority of the Board of Trustees
by at least one Managing  Trustee must be Independent  Trustees.  Upon Thomas W.
White's  ceasing to serve as a Managing  Trustee  for any reason,  including  by
reason of his resignation or removal or otherwise,  and at all times thereafter,
a majority of the Board of Trustees by at least two  Managing  Trustees  must be
Independent  Trustees  (E.G.  if the total number of Managing  Trustees is nine,
Independent  Trustees  must  comprise  at  least  six  members  of the  Board of
Trustees).  The total number of Managing  Trustees may be increased or decreased
pursuant to the Bylaws, but shall never be less than the minimum number, if any,
required by the Trust Act nor more than sixteen.

          (b)  INITIAL  BOARD OF  TRUSTEES.  The names of the  initial  Managing
Trustees are:

          Stuart J. Boesky                                     (Class 3)
          Nathan Gantcher                                      (Class 3)
          Jerome Y. Halpern                                    (Class 3)
          Robert L. Loverd                                     (Class 3)
          Stephen M. Ross                                      (Class 3)
          Charles L. Edson                                     (Class 2)
          Alan P. Hirmes                                       (Class 2)
          Janice Cook Roberts                                  (Class 2)
          Marc D. Schnitzer                                    (Class 2)
          Thomas W. White                                      (Class 2)
          Peter T. Allen                                       (Class 1)
          Jeff T. Blau                                         (Class 1)
          Arthur P. Fisch                                      (Class 1)
          Denise L. Kiley                                      (Class 1)
          Robert A. Meister                                    (Class 1)

          (c)  CLASSES;  TERMS.  The Board of  Trustees  shall be elected by the
Common  Shareholders.  The Managing  Trustees  (other than any Managing  Trustee
elected  solely by holders of one or more classes or series of Shares)  shall be
classified, with respect to the terms for which they severally hold office, into


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three  classes,  as nearly equal in number as  possible,  Class I to hold office
initially  for a  term  expiring  at  the  next  succeeding  annual  meeting  of
Shareholders,  Class II to hold  office  initially  for a term  expiring  at the
second  succeeding  annual meeting of Shareholders  and Class III to hold office
initially  for a term  expiring  at  the  third  succeeding  annual  meeting  of
Shareholders,  with  the  members  of each  class  to hold  office  until  their
successors  are  duly  elected  and  qualify.  At  each  annual  meeting  of the
Shareholders,  the  successors  to the class of  Managing  Trustees  whose  term
expires at such meeting  shall be elected to hold office for a term  expiring at
the annual meeting of Shareholders  held in the third year following the year of
their election.  Pursuant to and in accordance with the provisions of this Trust
Agreement,  the Managing  Trustees may increase the number of Managing  Trustees
and may fill any vacancy,  whether  resulting  from an increase in the number of
Managing  Trustees or otherwise,  on the Board of Trustees  occurring before the
next annual meeting of Shareholders in the manner provided in the Bylaws.

          (d) REMOVAL OF MANAGING TRUSTEES.  Subject to the rights of holders of
one or more classes or series of Shares to elect one or more Managing  Trustees,
any  Managing  Trustee,  or the entire  Board of  Trustees,  may be removed from
office at any time, but only by Majority Vote.

          (e) RESIGNATION OF MANAGING TRUSTEES.  Any Managing Trustee may resign
at any time by delivering  his  resignation in writing to the Board of Trustees,
to take effect at the time  specified in the  resignation;  the  acceptance of a
resignation,  unless  required by its terms,  shall not be  necessary to make it
effective.

     3.2  REGISTERED TRUSTEE.

          (a) INITIAL  REGISTERED  TRUSTEE;  POWERS.  The Registered Trustee has
been  appointed  as  trustee  and joined as a party  hereunder  for the sole and
limited purpose of fulfilling the requirements of Section 3807 of the Trust Act.
In the event of the resignation or removal of the Registered Trustee,  the Board
of Trustees  shall appoint a successor  Registered  Trustee in  accordance  with
Section 15.2.

          The Registered  Trustee shall be responsible  for performing  only the
following duties with respect to the Trust: (i) to execute, deliver, acknowledge
and file any  certificates  of trust and any amendments  thereto  required to be
filed pursuant to applicable law, (ii) to execute any duly adopted amendments to
this Trust  Agreement and (iii) to execute,  deliver,  acknowledge  and file any
certificates  of  cancellation  required to be filed pursuant to applicable law.
The  Board  of  Trustees  or the  Manager  shall  keep  the  Registered  Trustee
reasonably  informed  of any  actions of the Board of Trustees or the Manager or
other  circumstances that could affect the rights,  duties or liabilities of the
Registered Trustee. The Registered Trustee shall have no other authority, duties
or liabilities.  The Registered Trustee has no responsibility for monitoring the
conduct of the Board of Trustees or the Manager or causing the Board of Trustees
or the Manager,  or any other Person to discharge their respective  duties under
this Trust Agreement, the Bylaws or the Management Agreement, and the Registered
Trustee  shall have no liability  for the acts and  omissions of the Trust,  the
Board of Trustees or the Manager.

          (b)  COMPENSATION AND EXPENSES OF REGISTERED  TRUSTEE.  The Registered
Trustee shall be entitled to receive from the Trust reasonable  compensation for
its services hereunder,  as shall be agreed to from time to time by the Board of
Trustees  and the  Registered  Trustee,  and the  Registered  Trustee  shall  be
entitled to be reimbursed  by the Trust for  reasonable  out-of-pocket  expenses
incurred by the Registered Trustee in the performance of its duties hereunder.

          (c) The  Registered  Trustee  shall  have a lien on the  assets of the
Trust for any  compensation  or expenses  and  indemnity  due to the  Registered
Trustee by the Trust, which lien shall be prior to all other liens.

     3.3 LEGAL TITLE.  Legal title to all Trust  Property shall be vested in the
Trust,  except  that the Board of  Trustees  may cause  legal title to any Trust
Property  to be held by or in the  name of any  Managing  Trustee  or any  other
Person as nominee.  Written  evidence of the  qualification  and  acceptance  of


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election or  appointment of successor and  additional  Managing  Trustees may be
filed  with the  records  of the Trust and in such other  offices,  agencies  or
places as the Board of Trustees may deem necessary or desirable.  To the fullest
extent  permitted  by law,  no  Shareholder  shall be deemed to have a severable
ownership  interest  in any  individual  asset  of the  Trust  or any  right  of
partition or possession thereof.

4.   PURPOSES

     The purposes of the Trust shall be, as determined  from time to time by the
Board of  Trustees,  to engage in any lawful  business or  activity  for which a
statutory trust may be created under the Trust Act.

5.   TERM

     The Trust commenced on August 12, 1996, and shall have perpetual existence,
unless  earlier  dissolved and  terminated in accordance  with the provisions of
this Trust Agreement or the Bylaws.

6.   SHAREHOLDERS; SHARES

     6.1  AUTHORIZATION OF SHARES.  The Trust is authorized to issue 100,000,000
Shares.  Notwithstanding  anything  to the  contrary  set  forth  in this  Trust
Agreement (except for the immediately  preceding sentence) and without regard to
any express or implied  limitation on the authority of the Trust,  and the Board
of  Trustees  on behalf of the Trust,  the Trust,  and the Board of  Trustees on
behalf of the Trust, is authorized,  without limitation, (a) to issue additional
Shares  from time to time to Persons  who are,  or who by the  purchase  thereof
become, Shareholders of the Trust for such consideration,  if any, and otherwise
on such terms and  conditions  as the Board of Trustees  determines  in its sole
discretion, (b) to issue Shares as necessary or desirable in connection with the
transactions contemplated by the RCC Acquisition Documents,  including,  without
limitation,  to issue the Special  Preferred  Voting  Shares and to issue Common
Shares in connection  with an exchange for Special  Common  Units,  (c) to issue
Shares  upon  exercise  of  options  granted by the Board of  Trustees  or to be
granted  pursuant to an Incentive  Share Option Plan upon payment in  accordance
with the terms of the  applicable  Incentive  Share Option Plan and (d) to issue
Shares for distribution to Shareholders or to issue rights,  options or warrants
to acquire  Shares.  The Board of Trustees may from time to time reserve  Shares
for  issuance  for any  purpose  deemed  appropriate  by the Board of  Trustees,
including, without limitation, pursuant to conversion rights, exchange rights or
option rights with respect to Shares.  Shareholders  have no preemptive or other
similar rights with respect to the issuance of Shares. Notwithstanding any other
provision  contained in this Trust  Agreement,  the  following  Shares have been
authorized  and issued by the  Trust:  (i)  42,656,999  Common  Shares  (whether
through the consummation of the transactions contemplated by the RCC Acquisition
Documents or  consummation of the  Consolidation,  a conversion of CRA Preferred
Shares,  an exercise of options  pursuant to an  Incentive  Share Option Plan or
otherwise  (as each such  capitalized  term is  defined  in the  Original  Trust
Agreement));  (ii) 1,351,636  Convertible  Community  Reinvestment Act Preferred
Shares;  and (iii) 6,073,219  Series A Convertible  Community  Reinvestment  Act
Preferred  Shares;  and the  issuance  of such  Shares  is hereby  ratified  and
confirmed in all respects.

     6.2 COMMON  SHARES.  Each Common Share shall entitle the holder  thereof to
one vote. The Board of Trustees may  reclassify any unissued  Common Shares from
time to time in one or more classes or series of beneficial interests.

     6.3 PREFERRED SHARES. Preferred Shares shall not entitle the holder thereof
to vote unless the Board of  Trustees,  in its sole  discretion,  determines  to
grant voting  rights to holders of Preferred  Shares.  The Board of Trustees may
classify any unissued Preferred Shares and reclassify any previously  classified
but unissued  Preferred  Shares of any series from time to time,  in one or more
series of beneficial interests in the Trust.

     6.4 CLASSIFIED OR RECLASSIFIED  SHARES.  Prior to issuance of classified or
reclassified  Shares of any class or series, the Board of Trustees by resolution
shall:  (a)  designate  that  class or series to  distinguish  it from all other


                                       9
<PAGE>



classes  and series of Shares of the Trust;  (b) specify the number of Shares to
be  included  in the class or  series;  and (c) set or  change,  subject  to the
express terms of any class or series of Shares of the Trust  outstanding  at the
time, the preferences,  conversion or other rights,  voting powers,  privileges,
restrictions, limitations as to dividends or other distributions, qualifications
and terms and conditions of redemption for each class or series.

     6.5 TRUST  AGREEMENT  AND BYLAWS.  All  Persons who own, or shall  acquire,
Shares in the  Trust  shall  own,  or shall  acquire,  the same  subject  to the
provisions  of this  Trust  Agreement  and the  Bylaws and shall be bound by the
terms and provisions of this Trust  Agreement and Bylaws.  The Board of Trustees
may from time to time, without  requirement for any consent of the Shareholders,
amend the Bylaws in any manner  that does not  violate  the  provisions  of this
Trust Agreement.

     6.6  EFFECTIVE  DATE OF  TRANSFER  OF SHARES.  The  effective  date for the
recognition  of  transfers  of  Shares,  and the  identification  of the  Person
entitled to be treated as the Shareholder at any given time, shall be determined
as follows:

          (a) for  purposes of Article 9 and any other  provision  of this Trust
Agreement which relates to the allocation or  apportionment  of Net Income,  Net
Loss or  Distributions,  the Person entitled to be recognized as the Shareholder
shall be determined in accordance with the provisions of Section 9.2; and

          (b) for all purposes other than those set forth in Section 6.6(a), the
Person entitled to be recognized as the  Shareholder  shall be the Person who is
then  listed as the record  owner of the Shares on the books and  records of the
Trust.

     6.7   CERTIFICATES  OF   DESIGNATION.   (a)  The   "Convertible   Community
Reinvestment  Act Preferred Shares of the Trust" shall have (i) the designation,
powers, preferences, (ii) the relative, participating, optional or other special
rights, and (iii) the qualifications,  limitations or restrictions, set forth in
the Amended and Restated  Certificate of Designation attached hereto as APPENDIX
A, which terms are  incorporated by reference in, and made a part of, this Trust
Agreement as if specifically set forth herein.

          (b) The "Series A  Convertible  Community  Reinvestment  Act Preferred
Shares of the Trust" shall have (i) the designation,  powers, preferences,  (ii)
the relative,  participating,  optional or other special  rights,  and (iii) the
qualifications,  limitations or  restrictions,  set forth in the  Certificate of
Designation  attached  hereto as  APPENDIX B, which  terms are  incorporated  by
reference in, and made a part of, this Trust  Agreement as if  specifically  set
forth herein.

          (c) The "Special  Preferred Voting Shares of the Trust" shall have (i)
the designation, powers, preferences, (ii) the relative, participating, optional
or  other  special  rights,  and  (iii)  the   qualifications,   limitations  or
restrictions,  set forth in the  Certificate of Designation  attached  hereto as
APPENDIX C, which terms are  incorporated  by reference  in, and made a part of,
this Trust Agreement as if specifically set forth herein.

          (d) The Board of Trustees shall have full power and authority,  in its
sole discretion and without requirement for any consent of the Shareholders,  to
establish  and  designate,  and to change in any manner,  any class or series of
Shares not  outstanding  on the date of this  Trust  Agreement,  including,  the
Shares described in Section 6.7(c) and including any other Shares  authorized to
be issued from time to time by the Trust pursuant to the Trust Agreement, and to
fix the  preferences,  covenants or other  rights,  voting  powers,  privileges,
restrictions,  limitations as to dividends or other distributions qualifications
and terms and  conditions of redemption  for each class or series thereof as the
Board of  Trustees  may  from  time to time  determine.  The  establishment  and
designation  of any class or series of Shares  (other than those  existing as of
the date of this Trust  Agreement)  shall be  effective  upon the  adoption of a
resolution by a majority of the Trustees  setting forth such  establishment  and
designation  and the relative  preferences,  covenants or other  rights,  voting
powers,  privileges,   restrictions,   limitations  as  to  dividends  or  other
distributions  qualifications  and terms and  conditions  of  redemption  of the
Shares of such  class or  series,  whether  directly  in such  resolution  or by
reference  to, or approval of,  another  document  that sets forth such relative


                                       10
<PAGE>



preferences, covenants or other rights, voting powers, privileges, restrictions,
limitations as to dividends or other distributions  qualifications and terms and
conditions of redemption of such class or series including,  without limitation,
any  registration  statement  of the Trust,  or as  otherwise  provided  in such
resolution.  Upon the  establishment  of any such class or series,  an  appendix
shall be  attached  to this Trust  Agreement  (identified  as a  certificate  of
designation)  to reflect  the  establishment  and  designation  of such class or
series  and  the  preferences,   covenants  or  other  rights,   voting  powers,
privileges,  restrictions,  limitations  as to dividends or other  distributions
qualifications and terms and conditions of redemption thereof, which terms shall
be deemed incorporated by reference in, and made a part of, this Trust Agreement
as if  specifically  set forth herein;  provided that  attachment of an appendix
hereto shall not be a condition  precedent to the  establishment of any class or
series  in  accordance  with  this  Trust  Agreement.  Notwithstanding  anything
contained  in this  Section  6.7(d),  the  power and  authority  of the Board of
Trustees  to change the  rights,  performances  and  privileges  of any class or
series of Shares as set forth in a certificate  of designation  attached  hereto
shall be subject to such  limitations  on such  changes,  including any required
class or series vote, as may be set forth in, or otherwise required by the terms
of, the applicable certificate of designation.

7.   LIABILITY  OF THE  SHAREHOLDERS;  REGISTERED  TRUSTEE;  MANAGING  TRUSTEES;
     EMPLOYEES; MANAGER

     7.1 SHAREHOLDERS. The Shareholders 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.  If
and to the extent  required by Delaware  law, a Shareholder  may,  under certain
circumstances,  be  required  to return to the  Trust for the  benefit  of Trust
creditors, amounts previously distributed to him.

     7.2 REGISTERED  TRUSTEE.  The Registered Trustee shall not be liable to the
Trust, the  Shareholders,  the Trustees or any other Person or third parties for
any act,  omission  or  obligation  of the  Trust,  the Board of  Trustees,  any
Shareholder,  the  Registered  Trustee or the Manager,  under any  circumstance,
except for any loss directly attributable to its own gross negligence or willful
misconduct. In particular, but not by way of limitation:

          (a) The  Registered  Trustee  shall  not be  liable  for any  error of
judgment made which did not constitute gross negligence or willful misconduct by
it;

          (b) No provision of this Trust  Agreement shall require the Registered
Trustee to take any action,  to expend or risk its  personal  funds or otherwise
incur any  financial  liability  in the  performance  of its  rights,  powers or
obligations  hereunder,  if it shall have reasonable  grounds for believing that
repayment  of such funds or adequate  indemnity  against  such  action,  risk or
liability is not reasonably assured or provided to it;

          (c) Under no circumstance  shall the Registered  Trustee be personally
liable  for any  representation,  warranty,  covenant  or  other  obligation  or
indebtedness of the Trust;

          (d) The Registered Trustee shall not be personally  responsible for or
in respect of the validity or sufficiency of this Trust Agreement,  or the form,
validity, value or sufficiency of the Trust Property;

          (e) The Registered Trustee shall not be personally liable for its good
faith reliance on the provisions of this Trust Agreement;

          (f) Under no circumstances  shall the Registered Trustee be personally
liable for (i) any action it takes or omits to take in good faith in  accordance
with the  instruction of the Board of Trustees or the Manager,  (ii) the acts or
omissions of the Board of Trustees or the Manager or (iii) the supervision of or


                                       11
<PAGE>



the  failure  of the  Board  of  Trustees  or the  Manager  to  discharge  their
respective duties hereunder or pursuant to the Management Agreement; and

          (g) The Registered  Trustee shall not incur any liability to anyone in
acting upon any document believed in good faith by it to be genuine and believed
in good  faith by it to be signed by the proper  party or  parties  and need not
investigate  any  fact or  matter  pertaining  to or in any such  document.  The
Registered  Trustee may accept a certified  copy of a resolution of the board of
directors or other governing body of any Person as conclusive evidence that such
resolution  has been duly  adopted  by such  Person and that the same is in full
force and effect.  As to any fact or matter,  the method of the determination of
which is not specifically  prescribed herein, the Registered Trustee may for all
purposes  hereof rely on a  certificate,  signed by any officer of the  relevant
Person,  as to such fact or matter,  and such certificate  shall constitute full
protection to the Registered Trustee for any action taken or omitted to be taken
by it in good faith in reliance thereon.

     7.3 MANAGING TRUSTEES;  EMPLOYEES.  To the maximum extent that Delaware law
in effect from time to time permits limitation of the liability of trustees of a
statutory trust,  Managing Trustee or employee of the Trust, when acting in such
respective  capacities,  shall not be personally liable to any Person other than
the Trust or a Shareholder for any act, omission or obligation of the Trust, the
Registered  Trustee,  the Manager or any Managing Trustee. To the maximum extent
that  Delaware  law in  effect  from  time to  time  permits  limitation  of the
liability of trustees of a statutory  trust, no Managing Trustee shall be liable
to the Trust or to any Shareholder  for monetary  damages for breach of any duty
(including,  without limitation,  fiduciary duty) as a Managing Trustee,  except
(i) for acts or omissions of such Managing  Trustee that involve actual fraud or
willful misconduct, or (ii) for any transaction from which such Managing Trustee
derived  improper  personal  benefit.  Neither the  amendment nor repeal of this
Section 7.3 nor the adoption or  amendment of any other  provision of this Trust
Agreement  inconsistent  with this  Section  7.3 shall apply to or affect in any
respect the applicability of the immediately  preceding sentence with respect to
any act or  failure  to act that  occurred  prior to such  amendment,  repeal or
adoption.

     7.4 RELIANCE ON AGENTS, ATTORNEYS, ETC. In the exercise of their rights and
obligations hereunder,  the Registered Trustee and the Managing Trustees (i) may
act directly, or at the expense of the Trust, through agents (including, without
limitation, a Manager) or attorneys pursuant to agreements entered into with any
of them,  and they shall not be liable for the  default  or  misconduct  of such
agents or attorneys if such agent or attorney  shall have been  selected in good
faith and (ii) may,  at the  expense of the Trust,  consult  with  counsel to be
selected  in good  faith,  and  employed  by them,  and shall not be liable  for
anything done,  suffered or omitted in good faith in accordance  with the advice
or opinion of any such counsel.

8.   INTENTIONALLY DELETED

9.   ALLOCATION OF INCOME, LOSS AND DISTRIBUTIONS

     9.1 ALLOCATIONS. Net Income, Net Loss and Available Cash shall be allocated
in the manner hereinafter provided.

     9.2  APPORTIONMENT   AMONG   SHAREHOLDERS  OF  NET  INCOME,  NET  LOSS  AND
DISTRIBUTIONS GENERALLY.

          (a) NON-CAPITAL EVENTS. Net Income, Net Loss and Distributions,  other
than Net Income,  Net Loss and  Distributions  attributable  to a Capital Event,
allocated to the  Shareholders  shall be apportioned each calendar quarter among
the Persons  who were  Shareholders  of record on the last day of each  calendar
quarter in accordance with their  Percentage  Interests based upon the number of
Shares owned by each such  Shareholder on the last day of such calendar  quarter
without  regard to Capital  Accounts or the number of days during such  calendar
quarter in which a Person was a Shareholder.


                                       12
<PAGE>



          (b) CAPITAL EVENTS.  That portion of  Distributions  attributable to a
Capital  Event and  allocations  of Net Income and Net Loss from a Capital Event
which is allocated to the  Shareholders  shall be apportioned  among the Persons
who were  Shareholders  of record on the last day of the month  during which the
Trust  received  the  proceeds of such Capital  Event in  accordance  with their
Percentage  Interests  based  upon the  number  of  Shares  owned  by each  such
Shareholder on the last day of such month without regard to Capital  Accounts or
the number of days during such month in which a Person was a Shareholder.

     9.3  CONSENT TO METHODS.  The methods set forth in this  Article 9 by which
Distributions  and  allocations  of  Net  Income  and  Net  Loss  are  made  and
apportioned are hereby expressly  consented to by each Shareholder as an express
condition to becoming a Shareholder.

     9.4  CAPITAL ACCOUNTS.

          (a) GENERAL.  A separate capital account ("CAPITAL  ACCOUNT") shall be
maintained  for each  Shareholder  in  accordance  with this Section  9.4.  Each
Shareholder's  Capital  Account  shall be  increased  by (1) the amount of money
contributed,  or deemed  contributed,  by such Shareholder to the capital of the
Trust;  and (2) such  Shareholder's  share  of Net  Income.  Each  Shareholder's
Capital  Account shall be decreased by (i) the amount of  Distributions  to such
Shareholder and (ii) such Shareholder's share of Net Loss.

          (b)  MULTIPLE  CLASS OR SERIES OF  INTERESTS.  A  Shareholder  who has
Shares which  represent  more than one class or series of interests in the Trust
shall have a single Capital Account that reflects all such interests, regardless
of the class of interests  owned by such  Shareholder and regardless of the time
or manner in which such interests were acquired.

          (c) CONTRIBUTIONS OF PROPERTY.  In the event that property (other than
cash) is contributed by a Shareholder to the Trust,  the  computation of Capital
Accounts, as set forth in this Section 9.4, shall be adjusted as follows:

               (i) the  contributing  Shareholder's  Capital  Account  shall  be
          increased by the fair market value of the property  contributed to the
          Trust  by  such   Shareholder   (net  of  liabilities   securing  such
          contributed  property  that the Trust is  considered to assume or take
          subject to under Code Section 752); and

               (ii) as required by Treas. Reg. ss.ss.  1.704-1(b)(2)(iv)(g)  and
          1.704-1(b)(4)(i), if any Shareholder's Capital Account reflects a fair
          market value for property which differs from such property's  adjusted
          basis,  each  Shareholder's  Capital Account shall be adjusted to take
          account of the amount of Book Gain and Book  Loss,  as defined  below,
          allocated to such Shareholder pursuant to Section 9.7 hereof and shall
          not take into  account  the Net Income  and Net Loss for tax  purposes
          allocated to such Shareholder pursuant to this Article 9.

          (d)  DISTRIBUTIONS  OF  PROPERTY.   In  the  event  that  property  is
distributed  by the Trust to a  Shareholder,  the following  special rules shall
apply:

               (i)  the  Capital  Account  of  the  Shareholder   receiving  the
          distribution  first shall be adjusted (as provided in Treas.  Reg. ss.
          1.704-1(b)(2)(iv)(e))  to reflect  the manner in which the  unrealized
          income,  gain, loss and deduction  inherent in such property (that has
          not already been  reflected  in such  Shareholder's  Capital  Account)
          would  be  allocated  to such  Shareholder  if  there  were a  taxable
          disposition of such  Shareholder for its fair market value on the date
          of distribution; and

               (ii) the Capital  Account of the Shareholder who is receiving the
          distribution of property from the Trust shall be charged with the fair


                                       13
<PAGE>



          market  value  of the  property  at the time of  distribution  (net of
          liabilities   secured  by  such  property  that  such  Shareholder  is
          considered to assume or take subject to under Code Section 752).

          (e)  INTENTION.  The foregoing  provisions are intended to satisfy the
capital account  maintenance  requirements of Treas. Reg. ss.ss.  1.704-1(b) and
1.704-2 and such  provisions  shall be  modified to the extent  required by such
section or any successor provision thereto.

     9.5 ALLOCATIONS CAUSING NEGATIVE CAPITAL ACCOUNTS.  Notwithstanding Section
9.2, to the extent that any allocation of Net Loss to a Shareholder would reduce
such Shareholder's Capital Account balance (determined after taking into account
all prior  distributions  and all prior  allocations of Net Income and Net Loss)
below zero or would increase the negative balance in such Shareholder's  Capital
Account  at a time when  another  Shareholder  has a  positive  Capital  Account
balance,  such Net Loss shall  instead  be  allocated  pro rata to  Shareholders
having  positive  Capital  Account  balances in proportion  to their  respective
positive  Capital  Account  balances  until such  Capital  Account  balances are
reduced  to  zero,  provided,  however,  that  in  no  event  shall  there  be a
reallocation of any item of income,  gain, loss or deduction allocated among the
Shareholders pursuant to this Trust Agreement for prior years.

     If the  provisions  of this  Section 9.5  prohibit  the  allocation  of any
portion  of Net Loss to every  Shareholder,  such  portion of the Net Loss shall
instead be allocated to the Manager.

     For purposes of determining a  Shareholder's  Capital Account balance under
this  Section  9.5,  Distributions  made  prior to or  contemporaneous  with any
allocation to a  Shareholder  shall be reflected in such  Shareholder's  Capital
Account  prior to making such  allocation to such  Shareholder.  For purposes of
this Section 9.5, a Shareholder's Capital Account shall be reduced for:

          (x) allocations of Net Loss (or items thereof) which, as of the end of
     each  Trust  year,  are  reasonably   expected  to  be  allocated  to  such
     Shareholder  pursuant to Code Section  704(e)(2),  Code Section  706(d) and
     Treas. Reg. ss. 1.751-1(b)(2)(ii); and

          (y)  Distributions  that, as of the end of such year,  reasonably  are
     expected  to be  made  to  such  Shareholder  to  the  extent  they  exceed
     offsetting increases to such Shareholder's  Capital Account that reasonably
     are expected to occur during (or prior to) the Trust taxable years in which
     such Distributions reasonably are expected to be made.

     For  purposes  of  determining  the amount of  expected  Distributions  and
expected  Capital  Account  increases  described in (y) above:  (A) the rule set
forth in Treas. Reg. ss. 1.704-1(b)(2)(iii)(c)  concerning the presumed value of
property  shall  apply,  and (B)  gross  income  or Net  Income  allocated  to a
Shareholder pursuant to Section 9.9 shall be taken into account. For purposes of
this  Section 9.5 and Section  9.9, a  Shareholder's  Capital  Account  shall be
increased (i) to the extent that such  Shareholder is obligated to fund deficits
in such  Shareholder's  Capital  Account  upon  liquidation  of the Trust (or is
treated as  obligated to so restore such  deficits  pursuant to Treas.  Reg. ss.
1.704-1(b)(2)(ii)(c)), and (ii) to the extent of such Shareholder's share of any
Trust Minimum Gain and  Shareholder  Minimum Gain  remaining at the close of the
fiscal  period in respect of which such  allocations  are being made.  A Capital
Account which has a negative balance after adjustment in accordance with clauses
(i) and (ii) shall be referred to as an "ADJUSTED CAPITAL ACCOUNT DEFICIT."

     9.6  ALLOCATION OF NET INCOME AND NET LOSS.

          (a) GENERAL.  Except as otherwise  provided in Sections  9.5, 9.8, and
9.9 in each year Net  Income  and Net Loss,  other  than Net Income and Net Loss
arising in connection with a Terminating Capital Transaction, shall be allocated
to the Shareholders in accordance with their Percentage Interests.

          (b) TERMINATING CAPITAL TRANSACTION.  Allocations of Net Income or Net
Loss (or items thereof) in connection with a Terminating  Capital Transaction or


                                       14
<PAGE>



liquidation  of the Trust shall first be made so that,  to the extent  possible,
each  Shareholder's  Capital Account balance is equal, and the remainder of such
Net Income or Net Loss (or items  thereof)  shall,  subject to the provisions of
Section  9.5,  be  allocated  to  the  Shareholders  in  accordance  with  their
Percentage Interests.

          (c) FINAL RATIO. It is intended that the allocation provisions of this
Article  9 shall  result  in final  positive  Capital  Account  balances  of the
Shareholders under Section 12.3 which are equal to each Shareholder's Percentage
Interests (the "FINAL  RATIO").  To the extent that such final positive  Capital
Account  balances  are not in the Final  Ratio,  Net Income,  Net Loss and items
thereof,   as  computed  for  book  purposes,   shall  be  allocated  among  the
Shareholders so as to result in final positive  Capital  Account  balances which
are in the Final Ratio. This Section 9.6.(c) shall control  notwithstanding  any
reallocation of income,  loss, or items thereof,  as computed for book purposes,
by the Internal Revenue Service or any other taxing authority.

     9.7  ALLOCATION  OF BOOK ITEMS.  In cases  where  property of the Trust is,
under Treas. Reg. ss.  1.704-1(b)(2)(iv)(g),  properly  reflected in the Capital
Accounts  of the  Shareholders  at a fair  market  value that  differs  from the
adjusted tax basis of such property (such difference is hereinafter  referred to
as the "BOOK DISPARITY"),  then  depreciation,  amortization and gain or loss as
computed for book purposes with respect to such property  ("BOOK  DEPRECIATION,"
"BOOK  AMORTIZATION,"  and "BOOK GAIN," and "BOOK LOSS,"  respectively)  will be
greater or less than the depreciation,  amortization or gain or loss as computed
for tax  purposes.  The  Manager  shall  adopt,  pursuant  to  Treas.  Reg.  ss.
1.704-1(b)(2)(iv)(g),  a reasonable  method of computing Book  Depreciation  and
Book  Amortization.  Such  Book  Depreciation  and  Book  Amortization  shall be
allocated  among the  Shareholders  and reflected in the  Shareholders'  Capital
Accounts under Section 9.4 hereof,  in a manner so as to eliminate to the extent
possible, the Book Disparity.

     9.8 MANDATORY ALLOCATIONS. Any allocation of Net Income or Net Loss for tax
purposes which is required to be allocated  among the  Shareholders to take into
account the  disparity  between  the fair market  value of a Trust asset and its
adjusted  basis (e.g.,  allocations  under Code Section  704(c) for  contributed
property)  shall be allocated  among the  Shareholders  in  accordance  with the
requirements of the Code and the regulations promulgated thereunder.

     9.9  MINIMUM GAIN CHARGEBACK AND QUALIFIED INCOME OFFSET.

          (a) MINIMUM GAIN  CHARGEBACK.  Notwithstanding  any other provision of
this  Agreement  to the  contrary,  in the event  there is a net  decrease  in a
Shareholder's share of Trust Minimum Gain and/or Shareholder Minimum Gain during
a Trust taxable year,  such  Shareholder  shall be allocated items of income and
gain for that  year  (and if  necessary,  other  years)  as  required  by and in
accordance with Regulations Sections  1.704-2(f)(1) and 1.704-2(i)(4) before any
other  allocation is made.  This  subsection  9.9(a) is intended to constitute a
"minimum gain chargeback" under Treas. Reg. ss. 1.704-2(f)(1) and 1.704-2(i)(4).

          (b) QUALIFIED INCOME OFFSET.  In the event a Shareholder  unexpectedly
receives any adjustments,  allocations or distributions described in Treas. Reg.
ss.ss. 1.704-1(b)(2)(ii)(d)(4), (5) or (6), and such Shareholder has an Adjusted
Capital Account Deficit, items of Trust income (including gross income) and gain
shall be  specially  allocated  to such  Shareholder  in an  amount  and  manner
sufficient  to eliminate  the  Adjusted  Capital  Account  Deficit as quickly as
possible.  This subsection 9.9.(b) is intended to constitute a "qualified income
offset"  under Treas.  Reg. ss.  1.704-1(b)(2)(ii)(d)  and shall be  interpreted
consistently therewith.

          (c) OTHER CHARGEBACK OF IMPERMISSIBLE NEGATIVE CAPITAL ACCOUNT. To the
extent any Shareholder has an Adjusted Capital Account Deficit at the end of any
Trust fiscal year, each such Shareholder  shall be specially  allocated items of
Trust income  (including  gross income) and gain in the amount of such excess as
quickly as possible,  provided  that an allocation  pursuant to this  subsection
9.9.(c) shall be made if and only to the extent that such Shareholder would have


                                       15
<PAGE>



an  Adjusted  Capital  Account  Deficit  in  excess  of such sum after all other
allocations provided for in this Article 9 have been tentatively made as if this
subsection 9.9.(c) were not in the Agreement.

     9.10  DISTRIBUTIONS.  Distributions  shall be made to the  Shareholders  in
accordance with their Percentage Interests.

     9.11 RESTRICTIONS.

          (a)  GENERAL.  The Trust may be  restricted  under  Delaware  law from
making Distributions under certain circumstances,  as well as under the terms of
notes,  mortgages or other types of financing  obligations which it may issue or
assume in conjunction  with borrowed funds,  if any. In addition,  Distributions
are  subject  to the  payment  of  Trust  expenses  and to  the  maintenance  of
sufficient  Reserves.  Distributions  may also be  restricted  or  suspended  in
circumstances when the Board of Trustees determines, in its absolute discretion,
that such action is in the best interest of the Trust.

          (b)  WITHHOLDING  TAX. As security  for any  withholding  tax or other
liability or obligation  (or reduced  deduction for federal income tax purposes)
to which  the  Trust  may be  subject  as a result  of any act or  status of any
Shareholder  or to which the Trust  becomes  subject with respect to any Shares,
the Trust  shall  have,  and there is hereby  granted to the  Trust,  a security
interest in all Available Cash distributable to such Shareholder or with respect
to such  Shares,  to the extent of the amount of such  withholding  tax or other
liability or  obligation  or the cost to the other  Shareholders  of any reduced
deduction of the Trust (as  reasonably  determined  by the  Manager).  The Trust
shall have a right of set-off against any such  Distributions  of Available Cash
in the amount of such  withholding  tax or other  liability or obligation or the
cost of such reduced deduction. For purposes of this Trust Agreement, any amount
of federal, state or local tax required to be withheld by the Trust with respect
to any amount  distributable by the Trust to any Shareholder  shall be deemed to
be a  Distribution  to such  Shareholder  and shall reduce the amount  otherwise
distributable to such Shareholder under this Agreement.

10.  BOARD OF TRUSTEES

     10.1 GENERAL.  Subject to the express  limitations herein or in the Bylaws,
(a) the  business  and  affairs  of the Trust  shall be  managed by or under the
direction  of the Board of  Trustees,  and (b) the Board of Trustees  shall have
full,  exclusive  and  absolute  power,  control  and  authority  over the Trust
Property and over the business of the Trust.  The Board of Trustees may take any
actions as in its sole  judgment and  discretion  are  necessary or desirable to
conduct the business of the Trust.  This Trust Agreement shall be construed with
a  presumption  in favor of the  grant of power  and  authority  to the Board of
Trustees. To the fullest extent permitted by law, any construction of this Trust
Agreement  or  determination  made  in  good  faith  by the  Board  of  Trustees
concerning  its  powers  and  authority  hereunder  shall  be  conclusive.   The
enumeration  and  definition  of  particular  powers  of the  Board of  Trustees
included  in this  Article  10  shall  in no way be  limited  or  restricted  by
reference to or inference from the terms of this or any other  provision of this
Trust  Agreement  or construed or deemed by inference or otherwise in any manner
to exclude or limit the powers  conferred  upon the Board of Trustees  under the
general laws of the State of Delaware as now or hereafter in force.

     10.2 POWERS OF THE BOARD OF TRUSTEES.  The conduct of the Trust's  business
shall be  controlled  solely by the Board of  Trustees in  accordance  with this
Trust Agreement and the Bylaws.  The Board of Trustees shall have all authority,
rights and powers  conferred  by law and those  required or  appropriate  to the
management  of  the  Trust's  business  without  the  vote  or  consent  of  the
Shareholders, the Registered Trustee or any other Person (except as set forth in
Sections 10.3 and 11.2 or in a certificate  of  designation  as set forth in, or
contemplated  by, Section 6.7). The Board of Trustees may delegate its authority
to the  Manager  pursuant to a  Management  Agreement,  whereby,  subject to the
supervision  and control of the Board of Trustees,  the Manager  shall render or
make  available to the Trust  managerial,  investment,  advisory  and/or related
services,  office space and other services and facilities (including,  if deemed
advisable  by the  Board of  Trustees,  the  management  or  supervision  of the
investments  of the Trust) upon such terms and  conditions as may be provided in
such Management Agreement.


                                       16
<PAGE>



     10.3  LIMITATIONS.  The  Board of  Trustees  shall  not have the  authority
without a  Majority  Vote (in which case the Board of  Trustees  shall have such
authority)  to  incur  aggregate  financing  or  leverage  (whether  secured  or
unsecured)  in excess of 50% of Total Market Value  (calculated  at the time any
additional financing or leverage is incurred) (the "LEVERAGE  LIMITATION").  For
purposes of this Section 10.3, preferred equity securities issued by the Company
or its  subsidiaries and outstanding as of November 17, 2003  (collectively  the
"OUTSTANDING  PREFERRED  SECURITIES")  shall not be deemed to be  "financing  or
leverage" notwithstanding the fact that SFAS 150 or any other existing or future
accounting or other governmental rule and regulations would classify Outstanding
Preferred  Securities as  liabilities.  In addition,  any assets or  liabilities
required to be consolidated into the Company's financial  statements pursuant to
FIN 46 or any other existing or future  accounting or other  governmental  rules
and  regulations  shall  be  factored  into  the  calculation  of  the  Leverage
Limitation.

     10.4 AMENDMENTS  WITHOUT CONSENT.  In addition to any amendments  otherwise
authorized herein, including, without limitation,  pursuant to the definition of
"Percentage  Interest"  and Sections 6.1 and 6.7,  this Trust  Agreement  may be
amended  from time to time by the Board of  Trustees  without the consent of the
Shareholders  or the  Registered  Trustee  (subject  to the  provisions  in this
Section 10.4):

          (a) to add to the representations,  duties or obligations of the Board
of  Trustees  or the  Registered  Trustee  or  their  respective  Affiliates  or
surrender any right or power granted to the Board of Trustees or its  Affiliates
or the Registered Trustee herein, for the benefit of the Shareholders; provided,
that no  representations,  duties or obligations of the Registered Trustee shall
be added or right or power granted to the  Registered  Trustee or its Affiliates
surrendered without the Registered Trustee's consent;

          (b) to cure any  ambiguity,  to correct or  supplement  any  provision
herein which may be  inconsistent  with law applicable to the Trust as in effect
at  the  time  the   amendment  is  adopted,   or  judicial  or   administrative
interpretations thereof, or with any other provision herein, as long as any such
change  will  not  adversely  affect  the  rights  of  the  Shareholders  or the
Registered Trustee;

          (c) to delete or add any provision of this Trust Agreement required to
be so deleted or added by the staff of the Securities and Exchange Commission or
by a State "Blue Sky"  Commissioner or similar such official,  which addition or
deletion is deemed by such Commission or state official to be for the benefit or
protection of the Shareholders;

          (d) to reflect the addition or  substitution  of  Shareholders  or the
reduction of Capital Accounts upon the return of capital to Shareholders;

          (e) upon  notice  to all  Shareholders,  to amend  the  provisions  of
Article 9 of this Trust  Agreement  (i) so as to revise the date upon which each
Shareholder's  distributive  share of Net Income,  Net Loss and Distributions is
determined  and the period of time over which such  distributive  share relates,
provided that in the opinion of the  accountants  or counsel to the Trust,  such
amended  provisions are not impermissible  under applicable federal and/or state
income tax legislation,  rules or regulations enacted or promulgated thereunder,
or administrative  pronouncements or  interpretations  thereof;  and (ii) to the
minimum extent necessary to take account of any amendments to Section 704 of the
Code  or  the   regulations   thereunder  or  any  judicial  or   administrative
interpretations thereof;

          (f) to change  the name of the Trust to any  lawful  name which it may
select (in which case the Trust  shall  notify  the  Registered  Trustee of such
change in name);

          (g) to take  such  steps  as the  Board  of  Trustees  or the  Manager
determines are advisable or necessary in order to preserve the tax status of the
Trust as an Entity which is not taxable as a corporation  for federal income tax
purposes.  The Board of Trustees are each empowered to amend such  provisions to
the minimum extent  necessary or desirable in accordance  with the advice of the
accountants  and/or  counsel  to comply  with any  applicable  federal  or state
legislation,  rules  or  regulations  enacted  or  promulgated,   administrative
pronouncements or interpretations and/or judicial  interpretations thereof after
the date of this Trust  Agreement.  Subject to Article 14, the Board of Trustees


                                       17
<PAGE>



shall be  entitled  to rely upon the  advice of the  accountants  or  counsel as
described above in making such amendment or amendments; and

          (h) to reflect any  preferences,  covenants  or other  rights,  voting
powers,  privileges,   restrictions,   limitations  as  to  dividends  or  other
distributions  qualifications  and terms and conditions of redemption granted in
connection  with the issuance of a class or series of Shares not  outstanding as
of the date of this Trust Agreement.

     Written notice of any amendments to the Trust  Agreement  shall be provided
to the Registered Trustee within ten days of their adoption.

     10.5  NOTICE OF  LIMITATION  OF  LIABILITY.  The Board of  Trustees  or the
Manager shall use its best efforts,  in the conduct of the Trust's business,  to
put all  suppliers and other Persons with whom the Trust does business on notice
that the  Shareholders,  the  Trustees,  and the  Manager are not liable for the
Trust's  obligations and that such suppliers and other Persons shall look solely
to the assets of the Trust for payment, and all agreements to which the Trust is
a party shall  include a  statement  to the effect that the Trust is a statutory
trust  organized  under the Trust Act;  but the Board of Trustees or the Manager
shall not be liable for any  failure to give such  notice to such  suppliers  or
other  Persons and any  failure in giving  such notice  shall not imply that the
Shareholders,  the Managing Trustees, the Manager and the Registered Trustee are
liable for the Trust's obligations.

     10.6  ACCOUNTING  MATTERS.  The Board of Trustees or the Manager shall make
all decisions as to accounting matters in accordance with the accounting methods
adopted by the Trust in accordance with generally accepted accounting principles
and procedures applied on a consistent basis. Such party may rely on the Trust's
independent certified public accountants to determine whether such decisions are
in accordance with generally accepted accounting principles.

     10.7  TAX-MATTERS  PARTNER.  The Manager is hereby  designated  as the "Tax
Matters  Partner" in  accordance  with  Section  6231(a)(7)  of the Code and, in
connection therewith and in addition to all other powers given thereunder, shall
have all other  powers  needed to fully  perform  hereunder  including,  without
limitation,  the power to retain all attorneys and accountants of its choice and
the right to settle any audits  without  the  consent of the  Shareholders.  The
designation made in this Section 10.7 is hereby  expressly  consented to by each
Shareholder as an express condition to becoming a Shareholder.

     10.8 FUNDS AND ASSETS.  The Board of Trustees and the Manager  shall have a
fiduciary  responsibility for the safekeeping and use of all funds and assets of
the Trust,  whether or not in its immediate possession or control, and shall not
employ,  or permit another to employ,  such funds or assets in any manner except
for the exclusive benefit of the Trust.

     10.9 DUTIES OF BOARD OF TRUSTEES AND MANAGER AND REGISTERED TRUSTEE. To the
extent  that,  at law or in equity,  the Board of Trustees or the Manager or the
Registered  Trustee,  or any Affiliate  thereof (each,  a "COVERED  PERSON") has
duties  (including  fiduciary  duties) and liabilities  relating  thereto to the
Trust or to the  Shareholders,  the Covered Person acting in connection with the
Trust's  business  or  affairs  shall  not  be  liable  to the  Trust  or to any
Shareholder  for its  good  faith  reliance  on the  provisions  of  this  Trust
Agreement.  The  provisions  of this Trust  Agreement,  to the extent  that they
restrict the duties and  liabilities of a Covered Person  otherwise  existing at
law or in equity,  are agreed by the Trust and the  Shareholders to replace such
other duties and liabilities of such Covered Person.

     10.10 DISCRETION. Whenever in this Trust Agreement the Board of Trustees or
the Manager is permitted or required to make a decision (i) in its  "discretion"
or under a grant of similar  authority,  the Board of  Trustees  and the Manager
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 Board
of Trustees and the Manager shall act under such express  standard and shall not
be subject to any other or different standard imposed by this Trust Agreement or
by applicable law.


                                       18
<PAGE>



     10.11 RCC ACQUISITION.

          (a)  Notwithstanding any other provision to the contrary in this Trust
Agreement or the Bylaws,  each Managing  Trustee,  acting singly or jointly,  is
hereby authorized and directed, for and in the name of the Trust and without the
need for the vote or consent of any  Person,  to execute,  acknowledge,  verify,
file,  record and  deliver,  and to cause the Trust to perform  its  obligations
under each of the RCC  Acquisition  Documents  (as  defined  below) to which the
Trust is a party and to execute, acknowledge,  verify, file, record and deliver,
and to cause the Trust or its subsidiaries to perform its obligations under, any
and all further  documents and  instruments,  and to do or cause to be done such
other and further acts and things for and in the name of the Trust or any of its
subsidiaries  that the  Managing  Trustees or any one of them deem  necessary or
appropriate to effectuate the  transactions  contemplated by the RCC Acquisition
Documents  (including,  without limitation,  the issuance of Shares contemplated
therein).

          (b)  Notwithstanding any other provision to the contrary in this Trust
Agreement or the Bylaws, in connection with the taking or refraining from taking
of  action by the Trust  with  respect  to any  consents,  waivers,  amendments,
approvals,  elections or similar  actions  under or pertaining to any of the RCC
Acquisition  Documents,  that may affect the rights or obligations of any of APH
Associates L.P., DLK Associates L.P., Marc Associates,  L.P., Related General II
L.P. and SJB Associates L.P. or their Affiliates (as defined in the Contribution
Agreement) such action may only be taken or omitted  pursuant to a majority vote
of the Independent Trustees.

          (c)  For  purposes  of  this  Section  10.11,   the  "RCC  ACQUISITION
DOCUMENTS" shall mean collectively the Contribution Agreement and all Collateral
Documents (as defined in the Contribution Agreement).

          (d) Notwithstanding any other provisions to the contrary in this Trust
Agreement or the Bylaws,  the  provisions of this Section 10.11 shall be amended
only by a majority vote of the Independent Trustees.

11.  RIGHTS AND POWERS OF SHAREHOLDERS

     11.1 CONTROL.  Other than as expressly  set forth in this Trust  Agreement,
Shareholders  shall have no voting rights and Shareholders shall take no part in
any manner in the  control,  conduct or operation of the Trust and shall have no
right or authority to act for or bind the Trust.

     11.2 VOTING RIGHTS. The Shareholders  (except Shareholders who by the terms
of their Shares have no voting  rights)  considered  together as a single class,
have the right by Majority  Vote (voting in the manner set forth in the Bylaws),
to vote upon:

          (a) without the consent and recommendation of the Board of Trustees:

               (i) subject to the provisions of Section  3.1(d),  the removal of
          Managing Trustees; and

               (ii) the election of Managing Trustees; and

          (b)  with  the  prior  consent  and  recommendation  of the  Board  of
     Trustees:

               (i) the merger,  consolidation or conversion of the Trust with or
          into another Entity;

               (ii) the  determination  to  dissolve  the Trust,  subject to the
          provisions of Article 12;


                                       19
<PAGE>



               (iii) amendment of the Trust  Agreement,  provided such amendment
          is not otherwise  permissible  without  Shareholder vote under Section
          10.4 or other provisions of this Trust Agreement;

               (iv) subject to the provisions of Article 12, the  disposition of
          Substantially All of the Assets of the Trust in a single  disposition,
          or in multiple dispositions in the same 12-month period (other than in
          connection with leveraging or other  financing  permitted  pursuant to
          Section 10.3) and

               (v) the determination to incur financing or leverage in excess of
          that permitted in Section 10.3.

12.  TERMINATION AND DISSOLUTION OF THE TRUST

     12.1  DURATION.  The Trust  shall  continue  perpetually  unless  dissolved
pursuant to Section  12.2 or pursuant to any  applicable  provision of the Trust
Act.

     12.2 DISSOLUTION. The Trust may be dissolved as follows:

          (a) The Trust may be dissolved upon the recommendation of the Board of
Trustees and the approval of Shareholders by Majority Vote; or

          (b) The  Trust  may be  dissolved  by order  of a court  of  competent
jurisdiction  to  judicially  dissolve  the Trust if it is no longer  reasonably
practicable to continue the business and affairs of the Trust as contemplated by
this Trust Agreement.

     12.3  LIQUIDATION  AND  DISTRIBUTION  OF  ASSETS.  Upon a  dissolution  and
termination  of the Trust for any  reason,  the Board of Trustees or the Manager
shall take full account of the Trust's assets and  liabilities,  shall liquidate
the assets as promptly as is consistent  with  obtaining the fair value thereof,
and shall apply and distribute the proceeds therefrom in the following order:

          (a) first, to the satisfaction to the extent permitted by law (whether
by payment or reasonable  provision for payment  thereof) of  obligations of the
Trust to creditors of the Trust (other than as set forth in paragraphs  (b), (c)
and (d) below);

          (b) second,  to the  repayment  of any  outstanding  loans made by the
Manager or its Affiliates to the Trust;

          (c)  third,  to  the  payment  of  expenses  of  liquidation  and  the
establishment of any Reserves for contingencies; and

          (d) fourth, to the Common Shareholders, in accordance with, and to the
extent of, the positive  balances in their Capital Accounts after the Net Income
or Net Loss (or items thereof) from any Terminating Capital Transaction has been
allocated pursuant to the provisions of Section 9.6(b) hereof.

     12.4  TERMINATION OF THE TRUST.  Upon dissolution and the completion of the
winding up of the  affairs of the Trust,  the Trust shall be  terminated  by the
executing and filing with the Secretary of State of the State of Delaware by one
or more Managing Trustees of a certificate of cancellation of the certificate of
trust of the Trust.

13.  SPECIAL POWER OF ATTORNEY

     13.1 GRANT OF POWER OF ATTORNEY.  By acquiring Shares,  each Shareholder is
hereby  granting  to the Board of Trustees  and the  Manager a special  power of
attorney  irrevocably making,  constituting and appointing the Board of Trustees


                                       20
<PAGE>



and the Manager, acting singly or collectively, as the attorney-in-fact for such
Shareholder,  with power and  authority  to act in his name and on his behalf to
execute,  acknowledge and swear to the execution,  acknowledgment  and filing of
documents,  which shall include,  by way of illustration  but not of limitation,
the following:

          (a) this Trust  Agreement,  any separate  certificates of trust of the
Trust,  as well as any  amendments to or  restatements  of the foregoing  which,
under the laws of the State of  Delaware  or the laws of any  other  state,  are
required to be filed or which the Board of  Trustees or the Manager  deems to be
advisable to file;

          (b)  any  duly  adopted  amendments  or  restatements  of  this  Trust
Agreement;

          (c) any other instrument or document which may be required to be filed
by the Trust under the laws of any state or by any governmental agency, or which
the Board of Trustees or Manager deems advisable to file; and

          (d) any  instrument  or  document  which may be required to effect the
continuation  of the  Trust,  the  admission  of an  additional  or  substituted
Shareholder,  or the  dissolution  and  termination of the Trust  (provided such
continuation,  admission or dissolution  and  termination are in accordance with
the terms of this Trust  Agreement),  or to reflect any  reductions in amount of
contributions of Shareholders.

     13.2  CHARACTER OF POWER OF ATTORNEY.  The special power of attorney  being
hereby granted by each Shareholder:

          (a) is a  special  power of  attorney  coupled  with an  interest,  is
irrevocable, shall survive the death, legal incapacity, disability, dissolution,
bankruptcy or termination of the granting  Shareholder,  and is limited to those
matters herein set forth;

          (b) may be  exercised  by the Board of Trustees or the Manager  acting
for each Shareholder by a facsimile  signature of the Managing Trustee,  Manager
or by one of its officers,  or by listing all of the Shareholders  executing any
instrument  with a signature  of a Managing  Trustee,  the Manager or one of its
officers acting as its attorney-in-fact; and

          (c) shall survive a Transfer by a Shareholder of all or any portion of
his Shares for the sole purpose of enabling the Board of Trustees or the Manager
to execute,  acknowledge and file any instrument or document necessary to effect
such Transfer.

     13.3  RELIANCE.  Each  Shareholder  has  executed  this  special  power  of
attorney,  and each  Shareholder  will rely on the  effectiveness of such powers
with a view to the orderly administration of the Trust's affairs.

14.  INDEMNIFICATION

     14.1 MANAGING TRUSTEES;  EMPLOYEES. To the fullest extent permitted by law,
the Trust shall indemnify its present and former Managing Trustees,  the Manager
and its  officers,  directors,  members,  partners and employees and agents (the
"INDEMNIFIED Part(y)(ies)") against judgments, penalties, fines, settlements and
reasonable  expenses actually incurred by them in connection with any proceeding
to which  they may be made a party by reason of their  service in those or other
capacities  unless  it is  established  that  (a)  the  act or  omission  of the
Indemnified  Party was material to the matter giving rise to the  proceeding and
(i) was  committed in bad faith or (ii) was the result of active and  deliberate
dishonesty,  (b) the Indemnified  Party actually  received an improper  personal
benefit  in money,  property  or  services,  or (c) in the case of any  criminal
proceeding,  the Indemnified  Party had reasonable cause to believe that the act
or  omission  was  unlawful.  In  addition,  the Trust  shall  pay or  reimburse
reasonable  expenses  in advance of final  disposition  of a  proceeding  to any
present or former Indemnified Party, provided that the Trust first obtains (i) a


                                       21
<PAGE>



written  affirmation by the  Indemnified  Party of his or its good-faith  belief
that he or it has met the standard of conduct necessary for  indemnification  by
the Trust as authorized by the Trust  Agreement and (ii) a written  statement by
him or it or on his or its behalf to repay the amount paid or  reimbursed by the
Trust if it shall  ultimately be determined that the standard of conduct was not
met. The Trust shall also provide  indemnification  and advance  expenses to any
present or former  Indemnified  Party who served a  predecessor  of the Trust in
such capacity.

     14.2 THE REGISTERED  TRUSTEE.  To the fullest extent  permitted by law, the
Trust  shall  indemnify  and  hold  harmless  the  Registered  Trustee  and  its
Affiliates,  and their respective  officers,  directors,  employees,  agents and
representatives,  (collectively,  the  "REGISTERED  TRUSTEE  PERSONS")  from and
against  any  and  all  claims  or  liabilities   (including  any  environmental
liabilities)  for  which  any such  Person  may  become  liable by reason of the
Registered  Trustee's  acting in such  capacity  under the  Trust  Agreement  or
arising out of or connected with (i) the Trust, (ii) this Trust Agreement, (iii)
any  breach of duty owed to the Trust or the  Shareholders  by a third  party or
(iv) any violation or alleged violation of federal or state securities laws. The
Trust shall not  indemnify  such  Persons for  liabilities  resulting  from such
Persons' own fraud,  gross negligence or willful  misconduct.  In addition,  the
Trust shall pay or reimburse reasonable expenses in advance of final disposition
of a proceeding to any present or former  Registered  Trustee  Person,  provided
that the Trust first obtains (i) a written affirmation by the Registered Trustee
Person of his or its  good-faith  belief  that he or it has met the  standard of
conduct necessary for  indemnification  by the Trust as authorized by this Trust
Agreement  and (ii) a written  statement by him or it or on his or its behalf to
repay the  amount  paid or  reimbursed  by the Trust if it shall  ultimately  be
determined  that the  standard  of  conduct  was not met.  The Trust  shall also
provide indemnification and advance expenses to any present or former Registered
Trustee Person who served a predecessor of the Trust in such capacity.

15.  CONCERNING THE REGISTERED TRUSTEE

     15.1 AUTHORITY AND DUTIES OF THE REGISTERED TRUSTEE.

          (a) GENERAL.  The  Registered  Trustee  shall have only those  rights,
authority, powers, responsibilities and duties as set forth in Section 3.2(a).

          (b)  LIMITATIONS.  Without limiting the generality of Section 15.1(a),
the  Registered  Trustee  shall have no duty or liability (i) as to any document
contemplated by this Trust Agreement,  (ii) to see to any recording or filing of
this Trust  Agreement,  the Bylaws or any  document  contemplated  hereby or any
security   interest  or  lien  or  to  see  to  the   maintenance  of  any  such
documentation,  recording  or  filing,  (iii)  to see to any  maintenance  of or
insurance on the Trust Property,  (iv) to see to the payment or discharge of any
tax,  assessment  or other  governmental  charge or any lien  assessed or levied
against  the Trust or any part of the Trust  Property  or to make or prepare any
reports or returns related thereto,  (v) to confirm,  verify or inquire into the
failure of the Board of  Trustees  or the  Manager to exercise or perform any of
their respective rights or duties under this Trust Agreement, or (vi) to approve
as  satisfactory  to it or  consent  to any  matter  contemplated  by this Trust
Agreement or any document contemplated hereby.

     15.2 RESIGNATION AND REMOVAL OF THE REGISTERED TRUSTEE.

          (a) GENERAL. The Registered Trustee may resign as of the last business
day of any month by giving 60 days' prior notice to the Board of Trustees or the
Manager,  and the Board of Trustees  or the  Manager  may remove the  Registered
Trustee as of the last business day of any month on 60 days' prior notice to the
Registered  Trustee. In the case of the resignation or removal of the Registered
Trustee,  the Board of Trustees or the Manager shall, without the consent of any
Shareholder,   appoint  a  successor  Registered  Trustee,  provided  that  such
successor  Registered  Trustee shall in all respects satisfy the requirements of
Section 3807 of the Trust Act, or any successor  provision.  The  appointment of
the  successor  Registered  Trustee  shall  take  effect  concurrently  with the
resignation or removal of the former Registered  Trustee,  and,  thereupon,  the
Registered  Trustee so  resigned  or removed  shall be fully  discharged  of its
duties and liabilities  hereunder,  if any. The Registered  Trustee shall not be
liable for the acts or omissions to act of any successor Registered Trustee.


                                       22
<PAGE>



          (b) FAILURE TO APPOINT  SUCCESSOR.  If a successor  Registered Trustee
shall not have been appointed within 60 days after such notice of resignation or
removal,  the  Registered  Trustee,  the Board of  Trustees,  the Manager or any
Shareholder  may  apply to any  court of  competent  jurisdiction  to  appoint a
successor  Registered  Trustee to act until such time,  if any,  as a  successor
shall have been appointed as above  provided.  Such court may  thereupon,  after
prescribing  such  notice,  if any, as it may deem  proper,  appoint a successor
Registered Trustee.

          (c) SUCCESSOR BY MERGER.  Any Person into which the Registered 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 Registered
Trustee shall be a party,  or any  corporation  to which  substantially  all the
corporate trust business of the Registered  Trustee may be  Transferred,  shall,
subject to such Person  satisfying in all respects the  requirements  of Section
3807 of the Trust Act, be the Registered Trustee hereunder without further act.

          (d) AMENDMENT OF CERTIFICATE OF TRUST.  Upon the  substitution  of the
successor  Registered Trustee,  the Board of Trustees or the Manager shall cause
to be filed an  amendment  along with the  successor  Registered  Trustee to the
certificate  of trust with the  Secretary  of State of the State of  Delaware in
accordance with the provisions of Section 3810 of the Trust Act,  indicating the
change in the Registered Trustee.

     Except as expressly  provided  above,  all Persons having any claim against
the Registered Trustee by reason of the transactions  contemplated by this Trust
Agreement shall look only to the property and assets of the Trust for payment or
satisfaction thereof.

16.  CERTAIN TRANSACTIONS

     Except as may be agreed to in a  separate  agreement  with the  Trust,  the
Trustees,  any  Shareholder,  the Manager  and any  Affiliate  thereof,  and any
shareholder,  officer,  director,  partner or  employee  thereof,  or any Person
owning a legal or  beneficial  interest  therein,  may  engage in or  possess an
interest  in any other  business  or  venture of every  nature and  description,
independently  or with or for the account of others  including,  but not limited
to,  investments in revenue bonds or mortgages of any type or instruments backed
by or representing a participation  interest in revenue bonds or mortgages,  and
the  ownership,  financing,  leasing,  operation,   management,   brokerage  and
development  of real  property.  Except for the foregoing  proviso,  neither the
Trustees,  any Shareholder,  the Manager nor their Affiliates shall be obligated
to present to the Trust any  particular  investment  opportunity,  regardless of
whether such opportunity might be suitable for investment by the Trust, and each
Trustee,  the Shareholders,  the Manager and each Affiliate shall have the right
to take for its own account  (individually  or  otherwise)  or to  recommend  to
others any such investment opportunity.

17.  MISCELLANEOUS

     17.1  COUNTERPARTS.  This  Trust  Agreement  may  be  executed  in  several
counterparts and all so executed shall  constitute one Trust Agreement,  binding
on all of the parties  hereto,  notwithstanding  that all of the parties are not
signatory to the original or the same counterpart.

     17.2  BINDING  PROVISIONS.  (a) The  terms  and  provisions  of this  Trust
Agreement shall be binding upon and shall inure to the benefit of the successors
and assigns of the respective parties.

          (b)  This  Trust  Agreement  shall  become  effective  only  upon  the
occurrence  of Closing  (as  defined in the  Contribution  Agreement)  under the
Contribution  Agreement.  If Closing  does not occur,  then the  Original  Trust
Agreement shall remain in effect until and unless the same is further amended or
amended and restated in accordance with the terms thereof.


                                       23
<PAGE>



     17.3  SEVERABILITY.  In the event any  sentence  or  section  of this Trust
Agreement  is declared by a court of  competent  jurisdiction  to be void,  such
sentence or section  shall be deemed  severed  from the  remainder  of the Trust
Agreement and the balance of the Trust Agreement shall remain in effect.

     17.4 NOTICES.  All notices under this Trust  Agreement  shall be in writing
and shall be given to the party  entitled  thereto,  by  personal  service or by
mail,  posted to the address  maintained by the Trust for such Person or at such
other address as he may specify in writing.

     17.5  HEADINGS.  Paragraph  titles  or  captions  contained  in this  Trust
Agreement are inserted only as a matter of convenience  and for reference.  Such
titles and  captions in no way define,  limit,  extend or describe  the scope of
this Trust Agreement or the intent of any provision hereof.

     17.6 MEANINGS.  Whenever required by the context hereof, the singular shall
include the plural,  and vice-versa;  and the masculine gender shall include the
feminine and neuter genders, and vice-versa.

     17.7 GOVERNING  LAW. This Agreement  shall be governed by and construed and
enforced in  accordance  with the laws of the State of Delaware  (including  the
Trust Act)  applicable to  agreements to be made and performed  entirely in said
State,  and the Shares  shall be construed  in  accordance  with the laws of the
State of  Delaware,  and the  obligations,  rights and  remedies  of the parties
hereunder shall be determined in accordance with such laws;  provided,  however,
that nothing  herein shall  affect the  obligations  of the Trust to comply with
federal or state  securities  laws; and provided  further,  however,  that there
shall not be  applicable  to the Trust,  the Board of Trustees,  the  Registered
Trustee or this Trust Agreement any provisions of the laws (statutory or common)
of the State of Delaware  pertaining  to trusts  (other than the Trust Act) that
relate to or regulate,  in a manner  inconsistent  with the terms hereof (i) the
filing  with any court or  governmental  body or agency of trustee  accounts  or
schedules of trustee fees and charges,  (ii)  affirmative  requirements  to post
bonds  for  trustees,  officers,  agents  or  employees  of a trust,  (iii)  the
necessity for obtaining  court or other  governmental  approval  concerning  the
acquisition,  holding or disposition of real or personal property,  (iv) fees or
other sums payable to trustees,  officers,  agents or employees of a trust,  (v)
the  allocation  of  receipts  and  expenditures  to income or  principal,  (vi)
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,  or (vii) the  establishment  of
fiduciary or other standards or  responsibilities  or limitations on the acts or
powers of trustees,  which are inconsistent  with the limitations or liabilities
or  authorities  and powers of trustees as set forth or referenced in this Trust
Agreement.  Section 3540 of Title 12 of the Delaware Code shall not apply to the
Trust.

     17.8 OTHER JURISDICTIONS. In the event the business of the Trust is carried
on or conducted  in states in addition to the State of Delaware,  then the Board
of Trustees and the Shareholders  agree that this Trust shall be qualified under
the laws of each state in which business is actually conducted by the Trust, and
they  severally  agree to execute  such other and  further  documents  as may be
required or requested in order that the Board of Trustees or the Manager legally
may  qualify  this Trust to do business  in such  states.  The power of attorney
granted to the Board of Trustees and the Manager by each  Shareholder in Article
15 shall  constitute  the  authority of the Board of Trustees and the Manager to
perform  the  ministerial  duty of  qualifying  this Trust under the laws of any
state  in  which  it  is  necessary  to  file   documents  or   instruments   of
qualification. A Trust office or principal place of business in any jurisdiction
(within or without the State of Delaware) may be designated from time to time by
the Board of Trustees.

     17.9 POWER TO RECONSTITUTE.  In the event that the State of Delaware amends
the Trust  Act in any  manner  which  precludes  the  Trust,  at any time,  from
obtaining an opinion of tax counsel to the effect that the Trust will be treated
as a  partnership  for federal  income tax  purposes  and not as an  association
taxable as a corporation,  then the Board of Trustees or the Manager may, in its
sole discretion, reconstitute the Trust under the laws of another state.

     17.10  AGREEMENT TO BE BOUND.  EVERY  PERSON,  BY VIRTUE OF HAVING BECOME A
SHAREHOLDER  IN  ACCORDANCE  WITH THE TERMS OF THIS  TRUST  AGREEMENT,  SHALL BE


                                       24
<PAGE>



DEEMED TO HAVE EXPRESSLY ASSENTED AND AGREED TO THE TERMS OF, AND SHALL BE BOUND
BY, THIS TRUST AGREEMENT.

                            [SIGNATURE PAGES FOLLOW]


                                       25
<PAGE>



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

MANAGING TRUSTEES:

/S/ STUART J. BOESKY                                    /S/ MARC D. SCHNITZER
--------------------                                    ---------------------
Name:  Stuart J. Boesky                                 Name:  Marc D. Schnitzer

/S/ NATHAN GANTCHER                                     /S/ THOMAS W. WHITE
-------------------                                     -------------------
Name:  Nathan Gantcher                                  Name:  Thomas W. White

/S/ JEROME Y. HALPERN                                   /S/ PETER T. ALLEN
---------------------                                   ------------------
Name:  Jerome Y. Halpern                                Name:  Peter T. Allen

/S/ ROBERT L. LOVERD                                    /S/ JEFF T. BLAU
--------------------                                    ----------------
Name:  Robert L. Loverd                                 Name: Jeff T. Blau

/S/ STEPHEN M. ROSS                                     /S/ ARTHUR P. FISCH
-------------------                                     -------------------
Name:  Stephen M. Ross                                  Name: Arthur P. Fisch

/S/ CHARLES L. EDSON                                    /S/ DENISE L. KILEY
--------------------                                    -------------------
Name: Charles L. Edson                                  Name: Denise L. Kiley

/S/ ALAN P. HIRMES                                      /S/ ROBERT A. MEISTER
------------------                                      ---------------------
Name: Alan P. Hirmes                                    Name: Robert A. Meister

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


                                          REGISTERED TRUSTEE:

                                          WILMINGTON TRUST COMPANY


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


<PAGE>



                                   APPENDIX A
                                   ----------

                              AMENDED AND RESTATED

                           CERTIFICATE OF DESIGNATION

                                       OF

             CONVERTIBLE COMMUNITY REINVESTMENT ACT PREFERRED SHARES

                                       OF

                  CHARTER MUNICIPAL MORTGAGE ACCEPTANCE COMPANY


          Pursuant  to the  Amended  and  Restated  Trust  Agreement  of Charter
Municipal Mortgage Acceptance Company dated September 30, 1997, as amended.

          CHARTER MUNICIPAL  MORTGAGE  ACCEPTANCE  COMPANY,  a Delaware business
trust created and existing under the Delaware Business Trust Act (the "TRUST"),

          DOES HEREBY CERTIFY:

          That  pursuant  to the  authority  expressly  vested  in the  board of
trustees of the Trust ("BOARD OF  TRUSTEES")  by the Amended and Restated  Trust
Agreement  of the Trust,  dated  September  30,  1997,  as amended  (the  "TRUST
AGREEMENT"),  the Board of Trustees duly adopted on May 8, 2000 and December 11,
2000 resolutions  providing for the amendment of the Trust Agreement  creating a
class  of  preferred   shares,  no  par  value,  of  the  Trust,  with  (i)  the
designations, powers, preferences, (ii) the relative, participating, optional or
other special rights, and (iii) the qualifications, limitations or restrictions,
set forth below (in addition to those set forth in the Trust Agreement):

1. DESIGNATION AND AMOUNT. The Shares of such class of Preferred Shares shall be
designated  "Convertible  Community Reinvestment Act Preferred Shares" (the "CRA
PREFERRED  SHARES") and,  subject to the Trust  Agreement,  the number of Shares
constituting such class shall be as determined from time to time by the Board of
Trustees.  The Trust may, from time to time issue CRA Preferred Shares and other
securities  which are on parity with the CRA  Preferred  Shares with  respect to
allocations of CRA Credits (as defined below) ("PARITY SECURITIES").

2.   DISTRIBUTIONS AND EARNINGS.
     --------------------------

     (a) DISTRIBUTIONS. Except as set forth in Section 2.b., the Trust shall pay
distributions   on  each  CRA  Preferred   Share  which  are  the  same  as  the
distributions paid on each of the Trust's Common Shares. The distributions shall
be declared and paid  whenever  distributions  on the Common Shares are declared
and paid.  The record date for  payment of  distributions  on the CRA  Preferred
Shares shall be the same date as for the Common Shares.

     (b) INITIAL  DISTRIBUTION.  Notwithstanding  the terms of Section 2.a., the
initial distribution payable upon the issuance of each CRA Preferred Share shall
be equal to the quarterly  distribution  then payable on a Common Share for such
period,  prorated for the period from the date of issuance of such CRA Preferred
Share through the record date for such distribution.

     (c) NON CASH DISTRIBUTIONS.  In the event the Trust (i) pays to all holders
of  Common  Shares   distributions   payable  in  Common  Shares  or  securities
convertible  into Common Shares,  (ii) issues to all holders of Common Shares of
certain rights,  options or warrants entitling them to subscribe for or purchase


                                        2
<PAGE>



Common  Shares at a price per share less than the fair  market  value per Common
Share,  or (iii)  distributes  to all  holders  of Common  Shares  evidences  of
indebtedness  or assets  of the  Trust,  the CRA  Preferred  Shareholders  shall
receive  for each  CRA  Preferred  Share  held the  same  payment,  issuance  or
distribution payable with respect to each Common Share. For example, in the case
of clause  (i), if holders of Common  Shares are  entitled to receive two Common
Shares for each Common Share they hold, CRA Preferred  Shareholders will receive
two Common Shares for each CRA Preferred Share they hold. In connection with the
foregoing payments,  issuances or distributions,  the Board of Trustees,  in its
sole  discretion,  shall take  whatever  actions it considers to be advisable in
order that holders of Common Shares and CRA Preferred  Shareholders  are treated
the same for federal income tax purposes.

     (d) EARNINGS.  For federal income tax purposes, the Board of Trustees shall
allocate to each CRA  Preferred  Share the same earnings as it allocates to each
of the Common Shares,  subject to the same proration for distributions set forth
in Section 2.b.

3.  LIQUIDATION,  DISSOLUTION OR WINDING UP. The CRA Preferred Shares shall rank
(i) on a parity (pro rata based on the number of CRA  Preferred  Shares,  Common
Shares and other equity securities outstanding which rank in parity with respect
to rights  upon  liquidation,  dissolution  or winding up of the Trust) with the
Common Shares and all other equity securities issued by the Trust other than the
equity  securities  referred  to in clause  (ii);  and (ii) junior to all equity
securities issued by the Trust whose terms specifically provide, other than with
respect  to  allocations  of CRA  Credits,  that  they  rank  senior  to the CRA
Preferred Shares. With respect to CRA allocations, the CRA Preferred Shares will
rank  senior  to the  Common  Shares.  The Trust  may  issue  additional  Parity
Securities.

4.   VOTING RIGHTS.
     -------------

     (a) GENERAL.  Except as otherwise specifically provided herein, the holders
of CRA Preferred Shares ("CRA PREFERRED  Shareholders") shall not be entitled to
vote.

     (b) REQUIRED CONSENT.  The Trust shall not, without the affirmative vote or
consent of the holders of a majority of the  outstanding  CRA Preferred  Shares,
amend,  alter or repeal the terms of the CRA Preferred  Shares or any provisions
of  the  Trust's  Trust  Agreement  that  would  adversely  affect  the  powers,
preferences, privileges or rights of the CRA Preferred Shares.

5.   RIGHTS WITH RESPECT TO CRA CREDIT ALLOCATIONS.
     ---------------------------------------------

     (a) GENERAL.  Only CRA Preferred  Shares (and Parity  Securities)  shall be
entitled to an allocation of CRA Credits. "CRA Credits" are an allocation of the
value of any assets owned  directly or indirectly  by the Trust  ("INVESTMENTS")
which a CRA Preferred  Shareholder  may be able to report under the  "investment
test" promulgated under the Community  Reinvestment Act of 1977, as amended from
time to time  (the  "CRA").  Subject  to the terms of this  Section  5, each CRA
Preferred  Share shall be entitled to an  allocation of CRA Credits equal to the
initial  purchase  price  paid to the Trust for such CRA  Preferred  Share.  CRA
allocations  shall be undertaken upon each issuance of CRA Preferred  Shares (or
Parity Securities) and reallocations,  if any, shall be undertaken at the end of
each quarter. For CRA Credit allocation purposes, Investments shall be valued at
their carrying value as of the Trust's most recent calendar quarter.

     (b) INITIAL  ALLOCATIONS.  Each CRA Preferred  Shareholder shall provide to
the Trust a certification of its Self Certified Assessment Area. "Self Certified
Assessment  Area" is the CRA Preferred  Shareholder's  geographic self certified
assessment  area or  broader  statewide  or  regional  area that  includes a CRA
Preferred  Shareholder's self certified assessment area for purposes of the CRA.
Upon subscription for CRA Preferred  Shares,  the Manager on behalf of the Trust
shall notify the CRA Preferred Shareholders of the CRA Credits allocated to such
Shareholders' CRA Preferred Shares based upon such  Shareholder's Self Certified
Assessment  Area. To the extent that upon the initial  issuance of CRA Preferred
Shares  by  the  Trust  to a  CRA  Preferred  Shareholder,  such  CRA  Preferred
Shareholder  is not allocated the amount of  Investments it has requested and is
entitled  to  receive  based  on the  initial  purchase  price  paid for its CRA
Preferred  Shares  (an  "UNALLOCATED  SHAREHOLDER"),  the  Trust  shall  use its
commercially  reasonable efforts to acquire Investments after such issuance that
satisfy such  Unallocated  Shareholders'  Self  Certified  Assessment  Area.  An
investor of CRA Preferred  Shares which is allocated  the amount of  Investments


                                        3
<PAGE>



which it has requested and is entitled to receive based on the initial  purchase
price paid for its CRA  Preferred  Shares is referred  to as a "Fully  Allocated
Shareholder".

     (c) REPLACEMENT ALLOCATIONS. CRA Credits shall not be reallocated except as
follows:

          (i)  PREPAYMENT,   REPAYMENT  OR  SALE  OF  ALLOCATED  ASSETS.  If  an
Investment  comprising a CRA Credit allocated to a CRA Preferred  Shareholder is
either repaid,  prepaid,  sold or foreclosed (a "TERMINATED  ALLOCATION") within
the first 24 months after such  Investment is first allocated to a CRA Preferred
Shareholder ("INITIAL 24 MONTH PERIOD"),  then the Trust shall either reallocate
a comparable  unallocated Investment to the CRA Preferred Shareholder or use its
commercially  reasonable  efforts to replace the  Terminated  Allocation  with a
comparable Investment and have it reallocated to the CRA Preferred  Shareholder.
However,  if a Terminated  Allocation  occurs after the Initial 24 Month Period,
the Trust shall have no obligation to replace the Terminated  Allocation  with a
new Investment  although such CRA Preferred  Shareholder may choose to receive a
reallocation from among any then existing but unallocated  Investments,  subject
to the allocation priorities set forth in Section 5.d.

          (ii)  RECLASSIFICATION UPON TRANSFER. If a Fully Allocated Shareholder
transfers  its CRA  Preferred  Shares,  the  transferee  shall  receive the same
allocation  of CRA  Credits  as the  Fully  Allocated  Shareholder  had prior to
transfer. If an Unallocated  Shareholder transfers its CRA Preferred Shares, the
transferee  shall  receive  (i)  the  same  allocation  of  CRA  Credits  as the
Unallocated  Shareholder had prior to transfer,  and (ii) the same priority that
the Unallocated Shareholder had prior to transfer with respect to allocations of
CRA Credits which the Unallocated  Shareholder  has properly  requested from the
Trust  but had  not  received  prior  to  transfer.  Subject  to the  allocation
priorities set forth in Section 5.d., a transferee  shall have a one time option
to obtain a different  allocation  of CRA Credits based on any then existing but
unallocated Investments.

          (iii)  PERMISSIVE  REALLOCATIONS;  SOURCES OF UNALLOCATED CRA CREDITS.
The Trust,  in its sole  discretion,  may allow a CRA Preferred  Shareholder  to
reallocate  its CRA Credits to  unallocated  CRA Credits of the Trust  available
from the sources set forth below, subject to the allocation priorities set forth
in Section 5.d. The sources of unallocated CRA Credits shall be as follows:

               (1) CURRENT INVESTMENTS.  Investments currently held by the Trust
which are unallocated to any CRA Preferred Shareholders or holders of any Parity
Securities.

               (2) NEW INVESTMENTS.  New Investments  acquired from time to time
which are unallocated to any CRA Preferred Shareholders or holders of any Parity
Securities.

               (3)  CONVERSIONS TO COMMON SHARES.  CRA Credits  allocated to CRA
Preferred Shares that are converted to Common Shares.

          (iv)  MECHANICS  FOR  REALLOCATION.   The  Manager  shall  adopt  such
procedures  as  it  deems  necessary  to  implement  the   reallocation   and/or
replacement allocation rights set forth in this Section 5.

     (d) ALLOCATION  PRIORITIES.  Unallocated  CRA Credits shall be allocated in
accordance with the following priorities:

          (i) first, to Unallocated Shareholders;

          (ii) second, to CRA Preferred Shareholders with Terminated Allocations
within the Initial 24 Month Period;

          (iii) third, to the transferee of CRA Preferred Shares;

          (iv) fourth, to CRA Preferred Shareholders with Terminated Allocations
subsequent to the Initial 24 Month Period; and


                                        4
<PAGE>



          (v) fifth,  at the sole  discretion  of the Trust,  the balance to CRA
Preferred Shareholders who request reallocations of CRA Credits.

          Within each  category set forth above,  the Trust shall  determine the
order in which CRA Preferred Shareholders are entitled to receive allocations of
CRA Credits as follows:

               (1) for clause (i) above, priority shall be based on the order in
which CRA Preferred Shareholders became Unallocated Shareholders;

               (2) for clauses (ii) and (iv) above,  priority  shall be based on
the order in which a CRA Preferred Shareholder suffers a Terminated Allocation;

               (3) for clause (iii) above,  priority shall be based on the order
in which CRA Preferred Shares were transferred; and

               (4) for clause (v) above, priority shall be based on the order in
which the request for reallocation is actually received by the Trust.

     (e)  ALLOCATIONS  WITH RESPECT TO  SUBSEQUENT  PARITY  SECURITY  OFFERINGS.
Shareholders who acquire Parity Securities in a subsequent offering by the Trust
shall have the same rights to initial allocation and subsequent  reallocation of
unallocated CRA Credits as the CRA Preferred  Shareholders  and other holders of
Parity  Securities  who  purchased  shares in prior  offerings,  subject  to the
allocation priorities set forth in Section 5.d.

6.   CONVERSION.
     ----------

     (a) OPTIONAL RIGHT TO CONVERT; CONVERSION FORMULA. CRA Preferred Shares may
be converted  into Common  Shares at the end of any calendar  quarter at the CRA
Preferred  Shareholder's  option.  Each CRA Preferred Share shall be convertible
into the  number of Common  Shares or  fraction  of Common  Shares  obtained  by
multiplying the number of CRA Preferred  Shares being converted by the following
formula:  the Offering  Price per CRA Preferred  Share divided by the Conversion
Price. The "OFFERING PRICE" is the price at which the CRA Preferred Shares being
converted were sold by the Trust.  The "CONVERSION  PRICE" shall be equal to the
greater of (i) the book value of a Common  Share as of, and as set forth in, the
Trust's  most  recently  issued  annual  or  quarterly  report  filed  with  the
Securities  and Exchange  Commission  prior to the date the  Offering  Price was
conclusively  determined (the "PRICING DATE"), or (ii) 110% of the closing price
of a Common  Share on the Pricing  Date,  as  adjusted  pursuant to the terms of
Section 6.c.

     (b)  MECHANICS OF CONVERSION; FRACTIONAL SHARES.

          (i) Each CRA  Preferred  Shareholder  who  desires to convert  its CRA
Preferred  Shares into Common  Shares shall  provide  notice to the Trust in the
form  of the  Notice  of  Conversion  attached  to  this  Amended  and  Restated
Certificate of Designation (a "CONVERSION  NOTICE") via telecopy,  hand delivery
or other mail or  messenger  service.  The  original  Conversion  Notice and the
certificate  or  certificates  representing  the CRA Preferred  Shares for which
conversion is elected,  shall be delivered to the Trust by nationally recognized
courier,  duly  endorsed.  The date upon which a Conversion  Notice is initially
received by the Trust shall be a "NOTICE Date."

          The Trust shall use all reasonable efforts to issue and deliver within
three (3) business days after the Notice Date, to such CRA Preferred Shareholder
at the  address  of the  holder  on the books of the  Trust,  a  certificate  or
certificates  for the  number of Common  Shares  to which  the  holder  shall be
entitled  as  set  forth  herein;   provided  that  the  original   certificates
representing  the CRA  Preferred  Shares to be  converted  are  received  by the
transfer agent or the Trust within three business days after the Notice Date and
the Person or Persons  entitled to receive the Common Shares  issuable upon such
conversion  shall be treated for all purposes as the record holder or holders of
such Common Shares on such date such original  certificates are received. If the
original certificates representing the CRA Preferred Shareholder to be converted
are not received by the transfer  agent or the Trust within three  business days
after the Notice Date, the Conversion Notice shall become null and void.


                                       5
<PAGE>



          (ii) If the Conversion Formula results in a CRA Preferred  Shareholder
being  entitled  to  receive a  fractional  Common  Share  with  respect  to the
aggregate CRA Preferred Shares being converted  pursuant to a Conversion Notice,
in lieu of the issuance of such fractional  Common Share, the Trust shall pay to
the CRA Preferred  Shareholder  cash in an amount equal to the Conversion  Price
multiplied by the fraction representing the fractional share.

     (c)  ADJUSTMENT TO CONVERSION PRICE.
          ------------------------------

          (i) If,  prior to the  conversion  of all CRA  Preferred  Shares,  the
number of issued and outstanding  Common Shares is increased by a share split or
other similar event, the Conversion Price shall be proportionately  reduced,  or
if the  number  of issued  and  outstanding  Common  Shares  is  decreased  by a
combination or  reclassification  of Common Shares or other similar  event,  the
Conversion Price shall be proportionately increased.

          (ii) If, prior to the  conversion  of all CRA  Preferred  Shares,  the
Trust shall be a party to any  transaction  (including,  without  limitation,  a
merger, consolidation, tender offer of all or substantially all of the shares or
sale of all or substantially  all of the Trust's  assets),  as a result of which
Common Shares shall be converted  into the right to receive  securities or other
property (including cash or any combination thereof),  each CRA Preferred Share,
if convertible  after the consummation of the  transaction,  shall thereafter be
convertible into the kind and amount of shares and other securities and property
(including cash or any combination  thereof) receivable upon the consummation of
such transaction by a holder of that number of Common Shares or fraction thereof
into which one CRA Preferred  Share was  convertible  immediately  prior to such
transaction,  assuming  such CRA  Preferred  Shareholder  failed to exercise any
rights of election to convert  (provided that if the kind and amount of stock or
beneficial interest, securities and other property so receivable is not the same
for each non  electing  share,  the kind and  amount so  receivable  by each non
electing share shall be deemed to be the kind and amount received per share by a
plurality of non election shares).  The Trust may not become a party to any such
transaction unless the terms thereof are consistent with the foregoing.

     (d) EFFECT OF CONVERSION ON ALLOCATION OF CRA CREDITS. Upon conversion, CRA
Preferred  Shareholders  shall no longer be entitled to retain the allocation of
CRA Credits  allocated to the CRA Preferred Shares that were converted to Common
Shares. Such CRA Credits shall be allocated to other CRA Preferred  Shareholders
pursuant to Section 5.

     (e) RESERVATION OF COMMON SHARES ISSUABLE UPON CONVERSION.  The Trust shall
at all times  reserve and keep  available  out of its  authorized  but  unissued
Common  Shares,  solely for the purpose of effecting  the  conversion of the CRA
Preferred Shares, such number of its Common Shares as shall from time to time be
sufficient  to effect  the  conversion  of all then  outstanding  CRA  Preferred
Shares;  and if at any time the number of authorized but unissued  Common Shares
shall not be sufficient to effect the  conversion  of all then  outstanding  CRA
Preferred  Shares,  will take such action as may be  necessary  to increase  its
authorized  but unissued  Common Shares to such number of Common Shares as shall
be sufficient for such purposes.

7. CRA  REPORTING.  The Trust shall  provide to CRA Preferred  Shareholders  the
following reports:

     (a) an initial  report  within thirty days of the issuance of CRA Preferred
Shares  which shall set forth  specific  information  regarding  the  Investment
comprising  the CRA Credits  allocated to each CRA Preferred  Shareholder  which
shall include the name and address of the property  underlying  such  Investment
(the "UNDERLYING PROPERTY") and the carrying value of such Investment; and

     (b) quarterly reports within forty five days after the end of each calendar
quarter which shall set forth  specific  information  regarding  the  Investment
comprising  the CRA Credits  allocated to each CRA Preferred  Shareholder  which
shall  include the name and address of the  Underlying  Property,  the  carrying
value of such Investment, data concerning the community served by the Underlying
Property,  including tenant income  limitations,  and a brief description of the
Underlying Property's development status (i.e., under construction,  leasing, or
stabilized occupancy).


                                        6
<PAGE>



8. CRA AUDITING ASSISTANCE.  The Trust and Manager on behalf of the Trust, shall
provide technical support and documentation to assist CRA Preferred Shareholders
in preparing for CRA audits and shall attend audit meetings if requested. In the
event that such  support  and  documentation  is  requested,  the CRA  Preferred
Shareholder  making the request  shall be required to pay all of the Trust's out
of pocket expenses associated with such assistance. The Manager shall adopt such
procedures  and  rules  as  it  deems  necessary  in  providing  the  assistance
contemplated in this Section 8.

9.   TRANSFER RESTRICTIONS.
     ---------------------

     (a) LEGEND.  The CRA Preferred  Shares shall be subject to the restrictions
on transfer  and each CRA  Preferred  Share  certificate  will  contain a legend
substantially to the following effect:

          THE CRA PREFERRED SHARES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY
STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS AND THE ISSUER HAS
NOT BEEN  REGISTERED  UNDER THE INVESTMENT  COMPANY ACT OF 1940, AS AMENDED (THE
"INVESTMENT COMPANY ACT"). NEITHER SUCH CRA PREFERRED SHARES 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 SUCH  REGISTRATION.  CRA PREFERRED SHARES
WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN WHOLE SHARES.

          A CRA  PREFERRED  SHAREHOLDER  MAY NOT TRANSFER  LESS THAN 200,000 CRA
PREFERRED  SHARES,  OR, IN THE EVENT  THAT SUCH CRA  PREFERRED  SHAREHOLDER  WAS
PERMITTED TO PURCHASE AND DID PURCHASE LESS THAN 200,000 CRA  PREFERRED  SHARES,
THE  NUMBER  OF CRA  PREFERRED  SHARES SO  PURCHASED.  UNLESS A  TRANSFEROR  HAS
TRANSFERRED ALL OF ITS CRA PREFERRED SHARES, IT MUST RETAIN NO LESS THAN 200,000
CRA PREFERRED SHARES OR THE AMOUNT OF CRA PREFERRED SHARES INITIALLY ACQUIRED.

          THE HOLDER BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER THE CRA PREFERRED SHARES REPRESENTED HEREBY, PRIOR TO THE DATE WHICH IS
TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE
ON WHICH THE ISSUER OR ANY  "AFFILIATE"  OF THE ISSUER WAS THE OWNER OF SUCH CRA
PREFERRED  SHARES (OR ANY  PREDECESSOR  HEREOF),  ONLY IN A TRANSFER  (A) TO THE
ISSUER OR AN INITIAL PURCHASER OR BY, THROUGH,  OR IN A TRANSACTION  APPROVED BY
AN INITIAL  PURCHASER,  (B) PURSUANT TO A REGISTRATION  STATEMENT WHICH HAS BEEN
DECLARED  EFFECTIVE  UNDER THE SECURITIES  ACT, (C) SO LONG AS THE CRA PREFERRED
SHARES ARE ELIGIBLE FOR RESALE  PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES  IS A  "QUALIFIED  INSTITUTIONAL  BUYER" (AS DEFINED IN RULE 144A) THAT
PURCHASES  FOR ITS OWN ACCOUNT OR FOR THE  ACCOUNT OF A QUALIFIED  INSTITUTIONAL
BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A,  (D) TO AN  INSTITUTIONAL  "ACCREDITED  INVESTOR" (AS DEFINED IN RULE
501(a)(1),  (2), (3) OR (7) UNDER THE SECURITIES ACT) THAT IS ACQUIRING SUCH CRA
PREFERRED  SHARES FOR ITS OWN ACCOUNT OR AS  FIDUCIARY OR AGENT FOR OTHERS (EACH
OF WHICH MUST BE SUCH AN INSTITUTIONAL  ACCREDITED INVESTOR UNLESS THE PURCHASER
IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) 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 (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

          ANY  TRANSFER IN VIOLATION  OF THE  FOREGOING  WILL BE OF NO FORCE AND
EFFECT,  WILL TO THE FULLEST EXTENT PERMITTED BY LAW BE VOID AB INITIO, AND WILL
NOT  OPERATE TO  TRANSFER  ANY  RIGHTS TO THE  TRANSFEREE,  NOTWITHSTANDING  ANY
INSTRUCTION  TO  THE  CONTRARY  TO  THE  ISSUER,   THE  TRANSFER  AGENT  OR  ANY
INTERMEDIARY.


                                        7
<PAGE>



     (b) MINIMUM TRANSFER AMOUNTS. A CRA Preferred  Shareholder may not transfer
less than (i) 200,000 CRA  Preferred  Shares,  or, (ii) in the event that at the
Manager's  discretion a CRA Preferred  Shareholder was permitted to purchase and
did purchase less than 200,000 CRA Preferred Shares, the number of CRA Preferred
Shares so purchased. In all events, however, if a transferor has not transferred
all of its CRA  Preferred  Shares,  it must  retain  no less  than  200,000  CRA
Preferred Shares or the amount of CRA Preferred Shares initially acquired.

10. CAPITALIZED  TERMS.  Capitalized terms used herein and not otherwise defined
are used as defined in the Trust Agreement.

11. SECTION REFERENCES.  Unless otherwise stated herein,  references to sections
shall be deemed to be  references  to  sections  of this  Amended  and  Restated
Certificate of Designation.

12. GOVERNING LAW. This Amended and Restated Certificate of Designation shall be
interpreted  in  accordance  with the  terms of the State of  Delaware  (without
regard to conflict of laws  principles),  all rights and remedies being governed
by such laws.

13. CERTIFICATES. Certificates representing CRA Preferred Shares shall include a
statement  that requires the Trust to furnish to any CRA Preferred  Shareholder,
upon written  request and without charge,  a full statement of the  designations
and any preferences,  conversion and other rights, voting powers,  restrictions,
limitations  as  to  distributions  and  other   qualifications  and  terms  and
conditions  of  redemption  of such CRA  Preferred  and the  differences  in the
relative rights and preferences  between the CRA Preferred  Shares to the extent
that they have been set and the  authority  of the Board of  Trustees to set the
relative  rights  and  preferences  of  subsequent  series of the same  class of
Shares.  Notwithstanding  any  other  provision  of the Trust  Agreement  or the
Amended and Restated Bylaws of the Trust (the "TRUST BYLAWS") to the contrary, a
certificate  representing  CRA Preferred Shares shall be validly issued upon the
manual  signature of any one or more Managing  Trustee.  Such a certificate need
not be  countersigned  and  registered  by the  Trust's  transfer  agent  and/or
registrar.  The Managing Trustees,  acting  individually or collectively,  shall
execute  and  deliver   certificates   representing  the  CRA  Preferred  Shares
substantially in the form attached hereto as Exhibit A and  incorporated  herein
by reference,  together with such modifications thereto as such Managing Trustee
or Managing Trustees shall approve  (notwithstanding  any other provision of the
Trust  Agreement or Amended and Restated  Bylaws of the Trust but subject to the
requirements set forth in this Amended and Restated Certificate of Designation),
such  approval  to be  conclusively,  but  not  exclusively,  evidenced  by  the
execution and delivery thereof by such Managing Trustee or Managing Trustees. To
the  extent  that this  Section 13 is  inconsistent  with the Trust  Bylaws,  in
accordance  with Article XIV of the Trust Bylaws,  the Trust  Bylaws,  including
Article  VII of the  Trust  Bylaws,  shall be  deemed  amended  for the  limited
purposes set forth in this Section 13.


                                        8
<PAGE>



                          ANNEX TO AMENDED AND RESTATED
                           CERTIFICATE OF DESIGNATION

                              NOTICE OF CONVERSION


To:  Charter Municipal Mortgage Acceptance Company

     Reference  is made to that  certain  Amended and  Restated  Certificate  of
Designation  of  Convertible  Community  Reinvestment  Act  Preferred  Shares of
Charter  Municipal  Mortgage   Acceptance   Company  (the  "CRA   DESIGNATION").
Capitalized  terms used but not defined herein shall have the meanings set forth
in the CRA Designation.  Pursuant to the CRA Designation, the undersigned, being
a holder of CRA  Preferred  Shares (an  "EXERCISING  HOLDER"),  hereby elects to
exercise its conversion  rights as to a portion or portions of its CRA Preferred
Shares, all as specified opposite its signature below:

Dated:                              EXERCISING HOLDER

NUMBER OF CRA PREFERRED SHARES TO    Name ______________________________________
BE CONVERTED TO COMMON SHARES
                                     Signature__________________________________


<PAGE>



                                   APPENDIX B

                           CERTIFICATE OF DESIGNATION
                                       of
        SERIES A CONVERTIBLE COMMUNITY REINVESTMENT ACT PREFERRED SHARES
                                       of
                  CHARTER MUNICIPAL MORTGAGE ACCEPTANCE COMPANY

     Pursuant to the Amended and Restated Trust  Agreement of Charter  Municipal
Mortgage Acceptance Company dated September 30, 1997, as amended


     CHARTER MUNICIPAL  MORTGAGE  ACCEPTANCE  COMPANY, a Delaware business trust
created and existing under the Delaware Business Trust Act (the "Trust"),

     DOES HEREBY CERTIFY:

     That pursuant to the authority expressly vested in the board of trustees of
the Trust ("Board of Trustees") by the Amended and Restated  Trust  Agreement of
the Trust,  dated  September 30, 1997, as amended (the "Trust  Agreement"),  the
Board of Trustees  duly adopted on June 13, 2002  resolutions  providing for the
amendment of the Trust Agreement  creating a class of Preferred  Shares,  no par
value, of the Trust, with (i) the designations,  powers,  preferences,  (ii) the
relative,  participating,  optional  or other  special  rights,  and  (iii)  the
qualifications,  limitations  or  restrictions,  set forth below (in addition to
those set forth in the Trust Agreement):

     1.  DESIGNATION  AND AMOUNT.  The Shares of such class of Preferred  Shares
shall be designated "Series A Convertible  Community  Reinvestment Act Preferred
Shares"  (the  "Series A  Convertible  CRA  Shares")  and,  subject to the Trust
Agreement,  the number of Shares  constituting such class shall be as determined
from time to time by the Board of  Trustees.  The Trust may,  from time to time,
issue  additional  Series A Convertible CRA Shares and has issued,  and may from
time to time  issue,  other  securities  which are on parity  with the  Series A
Convertible  CRA Shares with respect to  allocations  of CRA Credits (as defined
below) which  includes,  but is not limited to,  additional  already  issued and
currently outstanding Convertible Community Reinvestment Act Preferred Shares of
the Trust (collectively, "Parity Securities").

     2.   DISTRIBUTIONS AND EARNINGS.
          --------------------------

          a. Distributions. Except as set forth in Section 2.b., the Trust shall
pay  distributions  on each Series A Convertible CRA Share which are the same as
the distributions  paid on each of the Trust's Common Shares.  The distributions
shall be  declared  and paid  whenever  distributions  on the Common  Shares are
declared and paid. The record date for payment of  distributions on the Series A
Convertible CRA Shares shall be the same date as for the Common Shares.

          b. Initial  Distribution.  Notwithstanding  the terms of Section 2.a.,
the initial distribution payable on the Series A Convertible CRA Shares shall be
equal to the quarterly distribution then payable on the Common Shares,  prorated
for the period from the date of issuance of the Series A Convertible  CRA Shares
through the record date for such distribution.

          c.  Non-Cash  Distributions.  In the  event  the Trust (i) pays to all
holders of Common  Shares  distributions  payable in Common Shares or securities
convertible  into Common Shares,  (ii) issues to all holders of Common Shares of
certain rights,  options or warrants entitling them to subscribe for or purchase
Common  Shares at a price per share less than the fair  market  value per Common
Share,  or (iii)  distributes  to all  holders  of Common  Shares  evidences  of
indebtedness or assets of the Trust,  the Series A Convertible CRA  Shareholders
shall  receive for each Series A  Convertible  CRA Share held the same  payment,
issuance or distribution payable with respect to each Common Share. For example,
in the case of clause (i), if holders of Common  Shares are  entitled to receive
two Common  Shares for each Common  Share they hold,  Series A  Convertible  CRA
Shareholders  will receive two Common Shares for each Series A  Convertible  CRA


                                       A-2
<PAGE>



Share they  hold.  In  connection  with the  foregoing  payments,  issuances  or
distributions,  the  Board of  Trustees,  in its  sole  discretion,  shall  take
whatever  actions it  considers  to be advisable in order that holders of Common
Shares and Series A  Convertible  CRA Shares are  treated  the same for  federal
income tax purposes.

          d. Earnings.  For federal  income tax purposes,  the Board of Trustees
shall  allocate to each Series A  Convertible  CRA Share the same earnings as it
allocates  to each of the  Common  Shares,  subject  to the same  proration  for
distributions set forth in Section 2.b.

     3.  LIQUIDATION,  DISSOLUTION  OR WINDING UP. The Series A Convertible  CRA
Shares  shall  rank (i) on a parity  (pro rata  based on the  number of Series A
Convertible CRA Shares,  Common Shares, and other equity securities  outstanding
which rank in parity with  respect to rights upon  liquidation,  dissolution  or
winding up of the Trust) with the Common Shares and all other equity  securities
issued by the Trust other than the equity securities referred to in clause (ii);
and (ii)  junior  to all  equity  securities  issued by the  Trust  whose  terms
specifically  provide,  other than with respect to  allocations  of CRA Credits,
that they rank senior to the Series A  Convertible  CRA Shares.  With respect to
CRA Credit allocations,  the Series A Convertible CRA Shares will rank senior to
the Common Shares and on parity with the Convertible CRA Shares and other Parity
Securities. The Trust may issue additional Parity Securities.

     4.   VOTING RIGHTS.
          -------------

          a. General.  Except as otherwise  specifically  provided  herein,  the
holders  of  Series  A  Convertible   CRA  Shares  ("Series  A  Convertible  CRA
Shareholders") shall not be entitled to vote.

          b. Required Consent. The Trust shall not, without the affirmative vote
or consent of the holders of a majority of the outstanding  Series A Convertible
CRA Shares,  amend,  alter or repeal the terms of the Series A  Convertible  CRA
Shares or any  provisions of the Trust's Trust  Agreement  that would  adversely
affect the powers, preferences, privileges or rights of the Series A Convertible
CRA Shares.

     5.   RIGHTS WITH RESPECT TO CRA CREDIT ALLOCATIONS.
          ---------------------------------------------

          a.  General.  Only Series A  Convertible  CRA Shares and other  Parity
Securities shall be entitled to an allocation of CRA Credits.  "CRA Credits" are
an  allocation  of the value of any assets owned  directly or  indirectly by the
Trust  ("Investments") which a Series A Convertible CRA Shareholder or holder of
a Parity Security may be able to report under the "investment  test" promulgated
under the Community  Reinvestment Act of 1977, as amended from time to time (the
"CRA").  Subject to the terms of this Section 5, each Series A  Convertible  CRA
Share  shall be entitled to an  allocation  of CRA Credits  equal to the initial
purchase  price paid to the Trust for such Series A Convertible  CRA Share.  CRA
allocations  shall be undertaken  upon each issuance of Series A Convertible CRA
Shares or other Parity Securities and reallocations, if any, shall be undertaken
at the end of each  quarter.  For CRA Credit  allocation  purposes,  Investments
shall be valued at their carrying  value as of the Trust's most recent  calendar
quarter.

          b. Initial  Allocations.  Each Series A  Convertible  CRA  Shareholder
shall provide to the Trust a certification of its Self-Defined  Assessment Area.
"Self-Defined  Assessment  Area" is the Series A Convertible  CRA  Shareholder's
geographic  self-defined  assessment area or broader  statewide or regional area
that includes a Series A Convertible CRA Shareholder's  self-defined  assessment
area for purposes of the CRA. Upon  subscription  for Series A  Convertible  CRA
Shares,  the  Manager,  on  behalf  of the  Trust,  shall  notify  the  Series A
Convertible CRA Shareholders of the CRA Credits allocated to such  Shareholders'
Series A  Convertible  CRA  Shares  based upon such  Shareholder's  Self-Defined
Assessment  Area.  To the  extent  that upon the  initial  issuance  of Series A
Convertible CRA Shares by the Trust to a Series A Convertible  CRA  Shareholder,
such  Series A  Convertible  CRA  Shareholder  is not  allocated  the  amount of
Investments  it has  requested  and is entitled to receive  based on the initial
purchase  price paid for its Series A  Convertible  CRA Shares (an  "Unallocated
Shareholder"),  the  Trust  shall use its  commercially  reasonable  efforts  to
acquire   Investments   after  such  issuance  that  satisfy  such   Unallocated
Shareholders'  Self-Defined Assessment Area. An investor of Series A Convertible
CRA Shares which is allocated the amount of  Investments  which it has requested
and is entitled  to receive  based on the  initial  purchase  price paid for its
Series  A  Convertible  CRA  Shares  is  referred  to  as  a  "Fully   Allocated
Shareholder".


                                       A-3
<PAGE>



          c.  Replacement  Allocations.  CRA  Credits  shall not be  reallocated
except as follows:

               i.  PREPAYMENT,  REPAYMENT  OR SALE OF  ALLOCATED  ASSETS.  If an
Investment  comprising  a CRA Credit  allocated  to a Series A  Convertible  CRA
Shareholder  is  either  repaid,  prepaid,  sold or  foreclosed  (a  "Terminated
Allocation") within the first 24 months after such Investment is first allocated
to a Series A Convertible CRA Shareholder ("Initial 24 Month Period"),  then the
Trust shall either reallocate a comparable  unallocated Investment to the Series
A Convertible  CRA  Shareholder or use its  commercially  reasonable  efforts to
replace the  Terminated  Allocation  with a  comparable  Investment  and have it
reallocated  to  the  Series  A  Convertible  CRA  Shareholder.  However,  if  a
Terminated  Allocation occurs after the Initial 24 Month Period, the Trust shall
have no obligation to replace the  Terminated  Allocation  with a new Investment
although  such  Series A  Convertible  CRA  Shareholder  may choose to receive a
reallocation from among any then existing but unallocated  Investments,  subject
to the allocation priorities set forth in Section 5.d.

               ii.   RECLASSIFICATION   UPON  TRANSFER.  If  a  Fully  Allocated
Shareholder  transfers its Series A Convertible CRA Shares, the transferee shall
receive the same  allocation of CRA Credits as the Fully  Allocated  Shareholder
had prior to transfer.  If an  Unallocated  Shareholder  transfers  its Series A
Convertible CRA Shares,  the transferee shall receive (i) the same allocation of
CRA Credits as the Unallocated  Shareholder had prior to transfer,  and (ii) the
same  priority  that the  Unallocated  Shareholder  had prior to  transfer  with
respect to  allocations  of CRA Credits which the  Unallocated  Shareholder  has
properly  requested  from the  Trust  but had not  received  prior to  transfer.
Subject to the  allocation  priorities  set forth in Section  5.d., a transferee
shall have a one-time  option to obtain a  different  allocation  of CRA Credits
based on any then existing but unallocated Investments.

               iii.  PERMISSIVE   REALLOCATIONS;   SOURCES  OF  UNALLOCATED  CRA
CREDITS. The Trust, in its sole discretion, may allow a Series A Convertible CRA
Shareholder  to  reallocate  its CRA Credits to  unallocated  CRA Credits of the
Trust  available  from the sources set forth  below,  subject to the  allocation
priorities  set forth in Section  5.d.  The sources of  unallocated  CRA Credits
shall be as follows:

     A.             CURRENT INVESTMENTS. Investments currently held by the Trust
which are  unallocated to any Series A Convertible CRA Shareholder or holders of
any Parity Securities.

     B.             NEW INVESTMENTS.  New Investments acquired from time to time
which are  unallocated to any Series A Convertible CRA Shareholder or holders of
any Parity Securities.

     C.             CONVERSIONS  TO COMMON  SHARES.  CRA  Credits  allocated  to
Series A  Convertible  CRA Shares or Parity  Securities  that are  converted  to
Common Shares.

               iv.  MECHANICS  FOR  REALLOCATION.  The Manager  shall adopt such
procedures  as  it  deems  necessary  to  implement  the   reallocation   and/or
replacement allocation rights set forth in this Section 5.

          d. Allocation  Priorities.  Unallocated CRA Credits shall be allocated
in accordance with the following priorities:

     (i)       first, to Unallocated Shareholders;

     (ii)      second,  to Series A Convertible CRA  Shareholders and holders of
          Parity  Securities with Terminated  Allocations  within the Initial 24
          Month Period;

     (iii)     third,  to the  transferee of Series A Convertible  CRA Shares or
          Parity Securities;

     (iv)      fourth,  to Series A Convertible CRA  Shareholders and holders of
          Parity  Securities  with  Terminated  Allocations  subsequent  to  the
          Initial 24 Month Period; and

     (v)       fifth, at the sole discretion of the Trust, the balance to Series
          A Convertible CRA  Shareholders  and holders of Parity  Securities who
          request reallocations of CRA Credits.


                                       A-4
<PAGE>



     Within each category set forth above,  the Trust shall  determine the order
in which Series A Convertible CRA Shareholders and holders of Parity  Securities
are entitled to receive allocations of CRA Credits as follows:

     A.        for  clause (i)  above,  priority  shall be based on the order in
     which Series A Convertible CRA Shareholders or holders of Parity Securities
     became Unallocated Shareholders;

     B.        for clauses (ii) and (iv) above,  priority  shall be based on the
     order in which a Series A  Convertible  CRA  Shareholder  or a holder  of a
     Parity Security suffers a Terminated Allocation;

     C.        for clause (iii) above,  priority  shall be based on the order in
     which  Series  A  Convertible   CRA  Shares  or  Parity   Securities   were
     transferred; and

     D.        for  clause (v)  above,  priority  shall be based on the order in
     which the request for reallocation is actually received by the Trust.

          e. Allocations with respect to Subsequent  Parity Security  Offerings.
Shareholders who acquire Parity Securities in a subsequent offering by the Trust
shall have the same rights to initial allocation and subsequent  reallocation of
unallocated CRA Credits as the Series A Convertible CRA  Shareholders  and other
holders of Parity Securities who purchased shares in prior offerings, subject to
the allocation priorities set forth in Section 5.d.

     6.   CONVERSION.
          ----------

          a. Optional Right to Convert; Conversion Formula. Series A Convertible
CRA  Shares  may be  converted  into  Common  Shares at the end of any  calendar
quarter  (or more  frequently  at the  Trust's  discretion  upon  not less  than
fourteen (14) days written notice) at the Series A Convertible CRA Shareholder's
option on a one-to-one ratio as adjusted pursuant to the terms of Section 6.c.

          b.   Mechanics of Conversion; Fractional Shares.

               i. Each  Series A  Convertible  CRA  Shareholder  who  desires to
convert its Series A  Convertible  CRA Shares into Common  Shares shall  provide
notice to the Trust in the form of the  Notice of  Conversion  attached  to this
Certificate of Designation (a "Conversion  Notice") via telecopy,  hand delivery
or other mail or  messenger  service.  The  original  Conversion  Notice and the
certificate or certificates representing the Series A Convertible CRA Shares for
which  conversion  is elected,  shall be  delivered  to the Trust by  nationally
recognized  courier,  duly endorsed.  The date upon which a Conversion Notice is
initially received by the Trust shall be a "Notice Date."

     The Trust  shall use all  reasonable  efforts to issue and  deliver  within
three (3) business days after the Notice Date, to such Series A Convertible  CRA
Shareholder  at the  address  of  the  holder  on the  books  of  the  Trust,  a
certificate or certificates  for the number of Common Shares to which the holder
shall be entitled as set forth herein;  provided that the original  certificates
representing the Series A Convertible CRA Shares to be converted are received by
the transfer agent or the Trust within three business days after the Notice Date
and the Person or Persons  entitled to receive the Common  Shares  issuable upon
such  conversion  shall be treated  for all  purposes  as the  record  holder or
holders  of such  Common  Shares  on such date such  original  certificates  are
received. If the original certificates representing the Series A Convertible CRA
Shareholder  to be converted are not received by the transfer agent or the Trust
within three business days after the Notice Date,  the  Conversion  Notice shall
become null and void.

               ii. If the Conversion Ratio results in a Series A Convertible CRA
Shareholder  being entitled to receive a fractional Common Share with respect to
the aggregate  Series A  Convertible  CRA Shares being  converted  pursuant to a
Conversion  Notice,  in lieu of the issuance of such  fractional  Common  Share,


                                       A-5
<PAGE>



Trust shall pay to the Series A CRA  Shareholder  cash in an amount equal to the
price of a Common Share on the date of the Conversion  Notice  multiplied by the
fraction representing the fractional share.

          c. Adjustment to Conversion Ratio.

               i. If, prior to the  conversion of all Series A  Convertible  CRA
Shares,  the number of issued and  outstanding  Common  Shares is increased by a
share  split  or  other   similar   event,   the   conversion   ratio  shall  be
proportionately  increased,  or if the number of issued and  outstanding  Common
Shares is decreased by a  combination  or  reclassification  of Common Shares or
other similar event, the conversion ratio shall be proportionately decreased.

               ii. If, prior to the  conversion of all Series A Convertible  CRA
Shares,  the  Trust  shall be a party  to any  transaction  (including,  without
limitation, a merger, consolidation, tender offer of all or substantially all of
the shares or sale of all or  substantially  all of the  Trust's  assets),  as a
result of which  Common  Shares  shall be  converted  into the right to  receive
securities or other property (including cash or any combination  thereof),  each
Series A Convertible  CRA Share,  if convertible  after the  consummation of the
transaction,  shall thereafter be convertible into the kind and amount of shares
and other  securities and property  (including cash or any combination  thereof)
receivable upon the  consummation of such transaction by a holder of that number
of Common  Shares or fraction  thereof into which one Series A  Convertible  CRA
Share was  convertible  immediately  prior to such  transaction,  assuming  such
Series A Convertible CRA  Shareholder  failed to exercise any rights of election
to  convert  (provided  that if the kind  and  amount  of  stock  or  beneficial
interest,  securities  and other property so receivable is not the same for each
non-electing share, the kind and amount so receivable by each non-electing share
shall be deemed to be the kind and amount  received  per share by a plurality of
non-election  shares).  The Trust may not become a party to any such transaction
unless the terms thereof are consistent with the foregoing.

          d. Effect of Conversion on Allocation of CRA Credits. Upon conversion,
Series A Convertible CRA Shareholders  shall no longer be entitled to retain the
allocation of CRA Credits  allocated to the Series A Convertible CRA Shares that
were  converted to Common  Shares.  Such CRA Credits shall be allocated to other
Series A Convertible CRA Shareholders and holders of Parity Securities  pursuant
to Section 5.

          e.  Conversion  into Common  Shares.  Upon  conversion of the Series A
Convertible  CRA Shares in accordance  with this  Certificate of Designation and
the issuance of a certificate or certificates for the number of Common Shares to
which the Series A Convertible  CRA  Shareholder  shall be entitled as set forth
herein,  such  Series A  Convertible  CRA Shares  shall be deemed  automatically
canceled and shall cease to be issued or outstanding. The conversion of Series A
Convertible  CRA Shares into Common Shares is hereby  authorized  and the Common
Shares issued upon conversion  shall be fully paid and  nonassessable  undivided
beneficial  interests  in the  assets of the  Trust.  The  number of issued  and
outstanding  Shares (as defined in the Trust  Agreement)  shall not be deemed to
have  increased  solely as a result of a conversion of Series A Convertible  CRA
Shares in accordance  with this  Certificate  of  Designation.  For avoidance of
doubt  and by way of  illustration,  if there  are 100  issued  and  outstanding
Shares,  50 of which are  Series A  Convertible  CRA  Shares and 50 of which are
Common Shares, then upon a conversion of one Series A Convertible CRA Share to a
Common Share in accordance  with this  Certificate of  Designation,  there would
still be only 100  issued  and  outstanding  Shares,  49 of which  are  Series A
Convertible CRA Shares and 51 of which are Common Shares.

     7. CRA REPORTING.  The Trust shall provide to each Series A Convertible CRA
Shareholder the following reports:

               i. an initial report within thirty days of the issuance of Series
A Convertible  CRA Shares which shall set forth specific  information  regarding
the Investment comprising the CRA Credits allocated to each Series A Convertible
CRA  Shareholder  which  shall  include  the name and  address  of the  property
underlying such Investment (the  "Underlying  Property"),  the carrying value of
such  Investment  and data  concerning  the community  served by the  Underlying
Property,  including tenant income  limitations,  and a brief description of the
Underlying Property's development status (i.e., under construction,  leasing, or
stabilized occupancy); and


                                       A-6
<PAGE>



               ii.  quarterly  reports within  forty-five  days after the end of
each calendar quarter which shall set forth specific  information  regarding the
Investment comprising the CRA Credits allocated to each Series A Convertible CRA
Shareholder,  such as the name  and  address  of the  Underlying  Property,  the
carrying  value of the  Investment  allocated to such Series A  Convertible  CRA
Shareholder and updated  information on the Underlying  Property's  construction
and physical occupancy status.

     8. CRA  AUDITING  ASSISTANCE.  The Manager,  on behalf of the Trust,  shall
provide  technical  support and documentation to assist Series A Convertible CRA
Shareholders  in preparing  for CRA audits and shall  attend  audit  meetings if
requested.  In the event that such support and  documentation is requested,  the
Series A Convertible CRA Shareholder making the request shall be required to pay
all of the Trust's out-of-pocket  expenses associated with such assistance.  The
Manager shall adopt such procedures and rules as it deems necessary in providing
the assistance contemplated in this Section 8.

     9.   TRANSFER RESTRICTIONS.
          ---------------------

          a.   Legend.

               i.   PUBLIC OFFERING OF SERIES A CONVERTIBLE CRA SHARES
                    --------------------------------------------------

     The Series A Convertible  CRA Shares offered in a public  offering shall be
subject  to  restrictions  on  transfer  as set  forth  in this  Certificate  of
Designation and each Series A Convertible CRA Share  certificate  will contain a
legend which substantially to the following effect:

     THE  SERIES A  CONVERTIBLE  COMMUNITY  REINVESTMENT  ACT  PREFERRED  SHARES
     REPRESENTED  HEREBY  WILL BE ISSUED  AND MAY BE  TRANSFERRED  ONLY IN WHOLE
     SHARES.  OTHER TRANSFER  RESTRICTIONS,  INCLUDING MINIMUM TRANSFER AMOUNTS,
     ARE SET FORTH IN THE CERTIFICATE OF DESIGNATION.

               ii.  PRIVATE OFFERING PURSUANT TO 144A
                    ---------------------------------

     The Series A Convertible CRA Shares offered in a private offering  pursuant
to 144A  of the  Securities  Act of  1933,  as  amended,  shall  be  subject  to
restrictions on transfer as set forth in this  Certificate of  Designation,  and
each Series A  Convertible  CRA Share  certificate  will  contain a legend which
substantially to the following effect:

     THE SERIES A CONVERTIBLE  COMMUNITY  REINVESTMENT ACT PREFERRED SHARES (THE
     "SERIES  A  CONVERTIBLE  CRA  SHARES")  REPRESENTED  HEREBY  HAVE  NOT BEEN
     REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE  "SECURITIES
     ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS
     AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE INVESTMENT  COMPANY ACT OF
     1940,  AS AMENDED (THE  "INVESTMENT  COMPANY  ACT").  NEITHER SUCH SERIES A
     CONVERTIBLE  CRA SHARES 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 SUCH  REGISTRATION.  SERIES A CONVERTIBLE CRA SHARES WILL BE
     ISSUED AND MAY BE TRANSFERRED ONLY IN WHOLE SHARES.

     A SERIES A CONVERTIBLE  CRA  SHAREHOLDER MAY NOT TRANSFER LESS THAN 200,000
     SERIES A  CONVERTIBLE  CRA  SHARES,  OR,  IN THE EVENT  THAT SUCH  SERIES A
     CONVERTIBLE CRA SHAREHOLDER WAS PERMITTED TO PURCHASE AND DID PURCHASE LESS
     THAN  200,000  SERIES A  CONVERTIBLE  CRA  SHARES,  THE  NUMBER OF SERIES A
     CONVERTIBLE  CRA SHARES SO PURCHASED.  UNLESS A TRANSFEROR HAS  TRANSFERRED
     ALL OF ITS SERIES A  CONVERTIBLE  CRA  SHARES,  IT MUST RETAIN NO LESS THAN
     200,000  SERIES  A  CONVERTIBLE  CRA  SHARES  OR THE  AMOUNT  OF  SERIES  A
     CONVERTIBLE CRA SHARES INITIALLY ACQUIRED.


                                       A-7
<PAGE>



     THE HOLDER BY ITS  ACCEPTANCE  HEREOF  AGREES TO OFFER,  SELL OR  OTHERWISE
     TRANSFER THE SERIES A CONVERTIBLE CRA SHARES REPRESENTED  HEREBY,  PRIOR TO
     THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL  ISSUANCE  DATE
     HEREOF  AND THE LAST DATE ON WHICH THE  ISSUER  OR ANY  "AFFILIATE"  OF THE
     ISSUER  WAS THE  OWNER OF SUCH  SERIES A  CONVERTIBLE  CRA  SHARES  (OR ANY
     PREDECESSOR  HEREOF),  ONLY IN A  TRANSFER  (A) TO THE ISSUER OR AN INITIAL
     PURCHASER  OR BY,  THROUGH,  OR IN A  TRANSACTION  APPROVED  BY AN  INITIAL
     PURCHASER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
     EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS THE SERIES A CONVERTIBLE
     CRA SHARES ARE  ELIGIBLE FOR RESALE  PURSUANT TO RULE 144A,  TO A PERSON IT
     REASONABLY  BELIEVES IS A  "QUALIFIED  INSTITUTIONAL  BUYER" (AS DEFINED IN
     RULE  144A) THAT  PURCHASES  FOR ITS OWN  ACCOUNT  OR FOR THE  ACCOUNT OF A
     QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
     IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED
     INVESTOR"  (AS  DEFINED  IN  RULE  501(a)(1),  (2),  (3) OR (7)  UNDER  THE
     SECURITIES  ACT) THAT IS ACQUIRING SUCH SERIES A CONVERTIBLE CRA SHARES FOR
     ITS OWN ACCOUNT OR AS  FIDUCIARY OR AGENT FOR OTHERS (EACH OF WHICH MUST BE
     SUCH AN  INSTITUTIONAL  ACCREDITED  INVESTOR UNLESS THE PURCHASER IS A BANK
     ACTING IN ITS FIDUCIARY  CAPACITY) 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 (E)  PURSUANT TO ANY OTHER  AVAILABLE
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

     ANY TRANSFER IN VIOLATION OF THE FOREGOING  WILL BE OF NO FORCE AND EFFECT,
     WILL TO THE FULLEST EXTENT PERMITTED BY LAW BE VOID AB INITIO, AND WILL NOT
     OPERATE TO  TRANSFER  ANY  RIGHTS TO THE  TRANSFEREE,  NOTWITHSTANDING  ANY
     INSTRUCTION  TO THE  CONTRARY  TO THE  ISSUER,  THE  TRANSFER  AGENT OR ANY
     INTERMEDIARY.

          b. Minimum  Transfer  Amounts.  A Series A Convertible CRA Shareholder
may not transfer,  at any time,  less than (i) 200,000 Series A Convertible  CRA
Shares,  or,  (ii) in the  event  that at the  Manager's  discretion  a Series A
Convertible CRA Shareholder was permitted to purchase and did purchase less than
200,000 Series A Convertible CRA Shares,  the number of Series A Convertible CRA
Shares so purchased. In all events, however, if a transferor has not transferred
all of its Series A Convertible CRA Shares,  it must retain no less than 200,000
Series A Convertible CRA Shares or the amount of Series A Convertible CRA Shares
initially acquired.

     10.  CAPITALIZED  TERMS.  Capitalized  terms used herein and not  otherwise
defined are used as defined in the Trust Agreement.

     11. SECTION  REFERENCES.  Unless  otherwise  stated  herein,  references to
sections  shall be deemed to be  references to sections of this  Certificate  of
Designation.

     12. GOVERNING LAW. This Certificate of Designation  shall be interpreted in
accordance  with the terms of the State of Delaware  (without regard to conflict
of laws principles), all rights and remedies being governed by such laws.

     13. CERTIFICATES. Certificates representing Series A Convertible CRA Shares
shall  include a statement  that  requires  the Trust to furnish to any Series A
Convertible CRA  Shareholder,  upon written  request and without charge,  a full
statement  of (i)  any  restrictions,  limitations,  preferences  or  redemption
provisions  concerning  the  Series  A  Convertible  CRA  Shares  and  (ii)  the
designations  and any preferences,  conversion and other rights,  voting powers,
restrictions,  limitations as to  distributions,  and other  qualifications  and
terms and  conditions of redemption of such Series A Convertible  CRA Shares and
the  authority  of  the  Board  of  Trustees  to set  the  relative  rights  and
preferences   of  subsequent   series  of  Series  A  Convertible   CRA  Shares.
Notwithstanding  any other  provision of the Trust  Agreement or the Amended and
Restated Bylaws of the Trust (the "Trust Bylaws") to the contrary, a certificate


                                       A-8
<PAGE>



representing  Series A Convertible  CRA Shares shall be validly  issued upon the
manual  signature of any one or more Managing  Trustee.  Such a certificate need
not be  countersigned  and  registered  by the  Trust's  transfer  agent  and/or
registrar.  The Managing Trustees,  acting  individually or collectively,  shall
execute and  deliver  certificates  representing  the Series A  Convertible  CRA
Shares  substantially  in the form attached hereto as Exhibit A and incorporated
herein by reference,  together with such modifications  thereto as such Managing
Trustee or Managing Trustees shall approve  (notwithstanding any other provision
of the Trust  Agreement or Amended and Restated  Bylaws of the Trust but subject
to the requirements set forth in this Certificate of Designation), such approval
to be conclusively, but not exclusively, evidenced by the execution and delivery
thereof by such Managing Trustee or Managing  Trustees.  To the extent that this
Section 13 is inconsistent with the Trust Bylaws, in accordance with Article XIV
of the  Trust  Bylaws,  the Trust  Bylaws,  including  Article  VII of the Trust
Bylaws,  shall be deemed  amended  for the  limited  purposes  set forth in this
Section 13.


                                       A-9
<PAGE>



                                    ANNEX TO
                                    --------
                           CERTIFICATE OF DESIGNATION
                           --------------------------

                              NOTICE OF CONVERSION
                              --------------------

To:  Charter Municipal Mortgage Acceptance Company

     Reference is made to that certain  Certificate  of  Designation of Series A
Convertible Community Reinvestment Act Preferred Shares Series A Convertible CRA
Shares of Charter Municipal Mortgage Acceptance Company (the "CRA Designation").
Capitalized  terms used but not defined herein shall have the meanings set forth
in the CRA Designation.  Pursuant to the CRA Designation, the undersigned, being
a holder of Series A Convertible  CRA Shares (an  "Exercising  Holder"),  hereby
elects to  exercise  its  conversion  rights as to a portion or  portions of its
Series A Convertible CRA Shares, all as specified opposite its signature below:

Dated:






                                                NUMBER OF SERIES A CONVERTIBLE
                                                CRA SHARES TO BE CONVERTED TO
             EXERCISING HOLDER                           COMMON SHARES
             -----------------                           -------------
  Name                                  Signature


                                        ----------------------------------------


<PAGE>



                                   APPENDIX C
                                   ----------

                           CERTIFICATE OF DESIGNATION
                                       OF
                         SPECIAL PREFERRED VOTING SHARES
                                       OF
                                   CHARTERMAC

          Pursuant  to the  Second  Amended  and  Restated  Trust  Agreement  of
CharterMac  dated  November 17,  2003,  as amended from time to time (the "TRUST
AGREEMENT"),

          CHARTERMAC,  a Delaware  statutory  trust (the  "TRUST")  created  and
existing under the Delaware Statutory Trust Act (the "TRUST ACT"),

          DOES HEREBY CERTIFY:

          That  pursuant  to the  authority  expressly  vested  in the  Board of
Trustees  of the Trust (the "BOARD OF  TRUSTEES")  by the Trust  Agreement,  the
Board of Trustees duly adopted on December 17, 2002,  resolutions  providing for
the  creation  of a  class  of  Preferred  Shares  of the  Trust  with  (i)  the
designations, powers, preferences, (ii) the relative, participating, optional or
other special rights, and (iii) the qualifications, limitations or restrictions,
set forth below (in addition to those set forth in the Trust Agreement):

14.  DESIGNATION AND AMOUNT.  The shares of such class of Preferred Shares shall
be designated  "Special  Preferred Voting Shares" (the "SPECIAL PREFERRED VOTING
SHARES")  and the  number of shares  constituting  such  class  shall  equal the
aggregate number of Special Preferred Voting Shares purchased under and pursuant
to the Special  Preferred Voting Shares Purchase  Agreement dated as of November
17,  2003,  as  amended  from time to time,  among the Trust and the  purchasers
identified  therein.  The Special  Preferred  Voting  Shares  shall not have any
Percentage  Interest  (as  defined  in the  Trust  Agreement)  and  shall not be
entitled to any allocation of income,  gain or loss,  except in connection  with
transactions of the type from which a Special  Preferred  Voting  Shareholder is
entitled to distributions in accordance with Section 2.

15.  DISTRIBUTIONS.  Except  for  amounts  payable  upon  redemption  of Special
Preferred Voting Shares or upon  dissolution,  liquidation and winding up of the
Trust as provided in Sections 3 and 4 hereof,  the holders of Special  Preferred
Voting Shares ("SPECIAL PREFERRED VOTING SHAREHOLDERS") shall not be entitled to
any distributions.

16.  REDEMPTION.  If a Special  Preferred  Voting  Shareholder  exercises  or is
required to exercise  the  Exchange  Right (as  defined in the  Exchange  Rights
Agreement  dated as of November  17, 2003,  as amended from time to time,  among
CharterMac  Capital  Company,  LLC ("CCC") and the investor  members  identified
therein,  the "EXCHANGE RIGHTS AGREEMENT") with respect to any or all of the CCC
Units held by such Special Preferred Voting Shareholder, for each CCC Unit being
exchanged  the Trust may,  by written  notice to the  Special  Preferred  Voting
Shareholder,  require such Special Preferred Voting Shareholder to surrender one
Special Preferred Voting Share for redemption by the Trust at a redemption price
of $.01 per Special  Preferred Voting Share (the "REDEMPTION  PRICE").  Upon the
later of the giving of notice by the Trust  pursuant  to this  Section 3 and the
date  of the  exchange  of  such  CCC  Units  pursuant  to the  Exchange  Rights
Agreement,  the Special  Preferred  Voting Shares to be redeemed shall be deemed
not to be outstanding  and all voting rights under Section 5 hereof with respect
to such Special Preferred Voting Shares shall cease.

17.  DISSOLUTION, LIQUIDATION AND WINDING UP.
     ---------------------------------------


                                       B-2
<PAGE>



     (a)  PRIORITY.  Subject  to  Section  4(b)  hereof,  upon any  dissolution,
liquidation and winding up of the Trust, whether voluntary or involuntary,  each
Special Preferred Voting Shareholder shall be entitled to receive, in respect of
each Special Preferred Voting Share, prior and in preference to any distribution
of any assets of the Trust to any holder of Common  Shares but junior to holders
of all equity  securities issued by the Trust whose terms provide that they rank
senior  to  the  Common  Shares  in  rights  to  distributions  on  dissolution,
liquidation  and  winding  up, an amount  equal to the  Redemption  Price  (such
aggregate amount being referred to herein as the "LIQUIDATION AMOUNT").

     (b) RATABLE DISTRIBUTIONS. If upon any dissolution, liquidation and winding
up of the Trust,  the assets of the Trust available for  distribution to Special
Preferred  Voting  Shareholders  are  insufficient  to  permit  payment  of  the
Liquidation  Amount to each Special  Preferred Voting  Shareholder,  the Special
Preferred  Voting  Shareholders  shall share ratably in any  distribution of the
assets of the Trust based on the  respective  amounts  which would be payable to
them in respect of the Special  Preferred  Voting  Shares held by them upon such
distribution  pursuant  to this  Section  4 if all  amounts  payable  on or with
respect to such shares were paid in full.

18.  VOTING RIGHTS.
     -------------

     (a) GENERAL.  Each Special  Preferred Voting Share shall entitle the holder
thereof to one vote on the matters set forth in Section 5(b)  hereof;  provided,
however, that (i) if an Exchange Factor Event (as defined in the Exchange Rights
Agreement)  shall occur,  then the number of votes that each  Special  Preferred
Voting  Shareholder  shall have with  respect to each Special  Preferred  Voting
Share on any matter to be voted on as a class with the holders of Common  Shares
shall equal one vote per share  multiplied by the Exchange Factor (as defined in
the  Exchange  Rights  Agreement)  and (ii) if the Trust  issues any  securities
having voting rights to all Common Shareholders,  other than Common Shares, each
Special  Preferred Voting Share shall also entitle the Special  Preferred Voting
Shareholder to such voting rights as are equal to the voting rights attendant to
the security or securities issued to the Common  Shareholders in respect of each
Common Share.

     (b) VOTE WITH COMMON.  The Special Preferred Voting  Shareholders  shall be
entitled to vote  together  with the holders of Common  Shares (as one class) on
any and all  matters on which the holders of the Common  Shares are  entitled to
vote under the Trust Agreement and the Trust Act or on any other matter on which
the holders of the Common Shares are entitled to vote.

     (c) REQUIRED CONSENT.  The Trust shall not, without the affirmative vote or
consent of the holders of a majority of the outstanding Special Preferred Voting
Shares,  amend, alter or repeal the terms of the Special Preferred Voting Shares
or any provisions of the Trust Agreement that would adversely affect the powers,
preferences, privileges or rights of the Special Preferred Voting Shares.

     (d) NUMBER AND NOMINATION OF NON-INDEPENDENT  TRUSTEES;  VACANCIES. So long
as the holders of the Special  Preferred  Voting  Shares  continue to own in the
aggregate 7.5% or more of the outstanding  voting  securities of the Trust,  (i)
the number of  non-Independent  trustees  on the Board of  Trustees of the Trust
shall be at least six (6) (such that consistent with the requirements of Section
3 of the  Trust  Agreement,  which  requires  that at  least a  majority  of the
Managing  Trustees by at least (x) one trustee  while Mr.  Thomas M. White is on
the Board of Trustees  and (y) two  trustees if Mr. White is not on the Board of
Trustees shall be Independent Trustees,  the whole Board of Trustees during this
period shall consist of not less than thirteen (13) Managing  Trustees while Mr.
White is on the Board of Trustees and  fourteen  (14)  Managing  Trustees if Mr.
White is not on the Board of Trustees) and (ii) the holders of a majority of the
outstanding Special Preferred Voting Shares shall have the right, in lieu of the
Board of  Trustees  or a  nominating  committee  thereof,  (A) to  nominate  for
election to the Board of Trustees of the Company any non-Independent Trustees to
be elected at any annual or special meeting of the Shareholders of the Trust and
(B)  to  elect  any   non-Independent   Trustee  to  fill  any  vacancy  in  the


                                       B-3
<PAGE>



non-Independent Trustees on the Board of Trustees;  provided, however, that this
power of nomination  shall not (x) affect the rights of the Common  Shareholders
to nominate persons to serve as Managing  Trustees of the Trust and (y) apply to
the extent  inconsistent with applicable laws or regulations of any governmental
authority or the rules of any national  securities  exchange (or, as applicable,
Nasdaq or any  successor  thereto) on which the Trust's  voting  securities  are
listed.

19.  TRANSFER RESTRICTIONS.
     ---------------------

     (a) GENERALLY.  A Special Preferred Voting Shareholder may not, without the
prior written  consent of a majority of the  Independent  Trustees (which may be
granted or withheld in their sole discretion),  Transfer (as defined herein) all
or any portion of its Special Preferred Voting Shares, except in accordance with
the terms and conditions of this Section 6. To the fullest  extent  permitted by
law, any Transfer or purported  Transfer of Special  Preferred Voting Shares not
made in accordance with this Section 6 shall be null and void.

     (b) INCAPACITY.  If a Special Preferred Voting Shareholder is Incapacitated
(as defined herein), the executor, administrator,  trustee, committee, guardian,
conservator or receiver of such Special  Preferred Voting  Shareholder's  estate
shall have all of the rights of a Special Preferred Voting Shareholder,  but not
more rights than those enjoyed by other Special  Preferred Voting  Shareholders,
for the  purpose  of  settling  or  managing  the  estate  and such power as the
Incapacitated  Special Preferred Voting Shareholder possessed to Transfer all or
any part of his or its Special Preferred Voting Shares.

     (c) PERMITTED  TRANSFERS.  Notwithstanding  Section 6(a) hereof,  a Special
Preferred  Voting  Shareholder  may  Transfer  all or any portion of its Special
Preferred  Voting Shares (i) to an Affiliate (as defined  herein) of the Special
Preferred Voting  Shareholder or (ii) with respect to pledges permitted pursuant
to each Special Preferred Voting Shareholder's  respective Lock-Up Agreement (as
defined  herein),  if any.  Notwithstanding  the  foregoing,  the  consent  of a
majority of the  Independent  Trustees  shall be required and may be withheld in
their sole and absolute  discretion  if a Transfer (w) would cause the number of
Special  Preferred Voting  Shareholders and assignees of such Special  Preferred
Voting Shares to exceed  ninety-nine,  (x) would violate then applicable federal
or state securities  laws,  rules or regulations,  (y) would result in the Trust
being treated as an association  taxable as a corporation for federal income tax
purposes or (z) would be to any Person who holds, or who would have the right to
hold as a result of such Transfer, more than 10% of the Common Shares other than
an  Affiliate.  Consent by the  Independent  Trustees to the Transfer of Special
Preferred Voting Shares by a Special  Preferred Voting  Shareholder  pursuant to
this  Section  6(c)  shall also be deemed to be consent  under the  Amended  and
Restated  Operating  Agreement to the concurrent  transfer to the same Person of
the same number of Special Common Units.

     (d) DEFINITIONS. For purposes of this Section 6:

          (i) "AFFILIATE" means,

               (1) with  respect to any  individual  Person,  (A) such  Person's
spouse, parents, parents-in-law,  lineal descendents, nephews, nieces, brothers,
sisters,   brothers-in-law,   sisters-in-law,   stepchildren,   sons-in-law  and
daughters-in-law  or their  respective  spouses;  (B) any  corporation,  limited
partnership or limited liability company in which all of the shares, partnership
interests or membership interests are owned by such Person or the persons listed
in (A);  (C) in the case of the death of such  Persons or the persons  listed in
(A), a transfer by will or by the laws of  intestate  succession  to  executors,
administrators,  testamentary  trustees,  legatees  or  beneficiaries;  and  (D)
trusts, the only beneficiaries of which are listed in (A), (B) or (C) and/or are
charitable organizations; and

               (2) with  respect to any Entity,  any Person  which,  directly or
indirectly through one or more intermediaries, controls, is controlled by, or is
under  common  control  with,  any such  Entity.  The term  "control"  means the


                                       B-4
<PAGE>



possession, direct or indirect, of the power to direct or cause the direction of
the management or policies of a Person,  whether through the ownership of voting
securities, by contract or otherwise.

     The term "control" means the possession,  direct or indirect,  of the power
to direct or cause the  direction  of the  management  or  policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.

          (ii)  "ENTITY"  means any general  partnership,  limited  partnership,
corporation,  joint venture, trust, business trust, statutory trust, real estate
investment trust,  limited  liability  company,  limited liability  partnership,
cooperative, association or other legal entity.

          (iii) "INCAPACITY" or "INCAPACITATED"  means, (A) as to any individual
Special Preferred Voting Shareholder,  death, total physical disability or entry
by a court of competent jurisdiction  adjudicating him incompetent to manage his
person or his estate;  (B) as to any  corporation  which is a Special  Preferred
Voting  Shareholder,  the  filing  of  a  certificate  of  dissolution,  or  its
equivalent,  for the corporation or the revocation of its charter; (C) as to any
partnership which is a Special Preferred Voting Shareholder, the dissolution and
commencement of winding up of the  partnership;  (D) as to any estate which is a
Special Preferred Voting  Shareholder,  the distribution by the fiduciary of the
estate's entire interest in the Trust; (E) as to any trustee of a trust which is
a Special  Preferred Voting  Shareholder,  the termination of the trust (but not
the  substitution of a new trustee);  or (F) as to any Special  Preferred Voting
Shareholder, the bankruptcy of such Special Preferred Voting Shareholder,  which
shall be deemed to have occurred when:

               (1)  the  Special  Preferred  Voting   Shareholder   commences  a
voluntary proceeding seeking  liquidation,  reorganization or other relief under
any bankruptcy, insolvency or other similar law now or hereafter in effect;

               (2) the  Special  Preferred  Voting  Shareholder  is  adjudged as
bankrupt or insolvent,  or a final and nonappealable  order for relief under any
bankruptcy,  insolvency  or  similar  law now or  hereafter  in effect  has been
entered against the Special Preferred Voting Shareholder;

               (3)  the  Special  Preferred  Voting  Shareholder   executes  and
delivers a general  assignment for the benefit of the Special  Preferred  Voting
Shareholder's creditors;

               (4) the Special  Preferred Voting  Shareholder files an answer or
other  pleading  admitting or failing to contest the material  allegations  of a
petition  filed  against  the  Special  Preferred  Voting   Shareholder  in  any
proceeding of the nature described in clause (2) above;

               (5) the Special Preferred Voting Shareholder  seeks,  consents to
or acquiesces in the  appointment  of a trustee,  receiver or liquidator for the
Special  Preferred Voting  Shareholder or for all or any substantial part of the
Special Preferred Voting Shareholder's properties;

               (6) any proceeding seeking  liquidation,  reorganization or other
relief  of or  against  such  Special  Preferred  Voting  Shareholder  under any
bankruptcy,  insolvency  or other similar law now or hereafter in effect has not
been  dismissed  within one  hundred  twenty  (120) days after the  commencement
thereof;

               (7)  the  appointment   without  the  Special   Preferred  Voting
Shareholder's  consent or acquiescence of a trustee,  receiver or liquidator has
not been vacated or stayed within ninety (90) days of such appointment; or


                                       B-5
<PAGE>



               (8) an appointment referred to in clause (7) above which has been
stayed is not vacated  within ninety (90) days after the  expiration of any such
stay.

          (iv) "LOCK-UP  AGREEMENT" means those certain Lock-Up  Agreements from
each Special Preferred Voting Shareholder in favor of CCC and the Trust relating
to, among other  things,  the Special  Preferred  Voting Shares (as amended from
time to time).

          (v)  "PERSON" means an individual or any Entity.

          (vi)  "TRANSFER"  when used in this  Section  6, as a noun,  means any
sale, assignment,  conveyance, pledge, hypothecation, gift, encumbrance or other
transfer,  and as a verb, means to sell, assign,  convey,  pledge,  hypothecate,
give, encumber or otherwise transfer.

20. CAPITALIZED  TERMS.  Capitalized terms used herein and not otherwise defined
are used as defined in the Trust Agreement.

21. SECTION REFERENCES.  Unless otherwise stated herein,  references to sections
shall be deemed to be references to sections of this Certificate of Designation.

22.  GOVERNING  LAW. This  Certificate  of  Designation  shall be interpreted in
accordance  with the terms of the State of Delaware  (without regard to conflict
of laws principles), all rights and remedies being governed by such laws.

23.  CERTIFICATES.
     ------------

     (a) LEGEND.  Each Special Preferred Voting Share certificate will contain a
legend substantially to the following effect:

          THE SPECIAL PREFERRED VOTING SHARES  REPRESENTED HEREBY (THE "SHARES")
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
"SECURITIES  ACT"),  OR  ANY  STATE  SECURITIES  LAWS  OR ANY  OTHER  APPLICABLE
SECURITIES  LAWS AND THE ISSUER  HAS NOT BEEN  REGISTERED  UNDER THE  INVESTMENT
COMPANY ACT OF 1940,  AS AMENDED (THE  "INVESTMENT  COMPANY  ACT").  NEITHER THE
SHARES  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 SUCH
REGISTRATION.  THE SHARES ARE SUBJECT TO  RESTRICTIONS  ON TRANSFER SET FORTH IN
THE CERTIFICATE OF DESIGNATION OF SPECIAL  PREFERRED VOTING SHARES OF CHARTERMAC
(THE "COMPANY") (THE "CERTIFICATE OF DESIGNATION").

          THE COMPANY  SHALL FURNISH TO ANY HOLDER OF SPECIAL  PREFERRED  VOTING
SHARES,  UPON WRITTEN REQUEST AND WITHOUT CHARGE, THE CERTIFICATE OF DESIGNATION
WHICH SETS FORTH A FULL  STATEMENT  OF THE  DESIGNATIONS,  POWERS,  PREFERENCES,
RIGHTS,  QUALIFICATIONS,  LIMITATIONS AND RESTRICTIONS OF THE SPECIAL  PREFERRED
VOTING SHARES.

     (b) EXECUTION OF CERTIFICATES.  Notwithstanding  any other provision of the
Trust  Agreement  or the Second  Amended and  Restated  Bylaws of the Trust,  as
amended from time to time (the "TRUST  BYLAWS") to the  contrary,  a certificate
representing  Special  Preferred  Voting Shares shall be validly issued upon the
manual  signature of any one or more Managing  Trustee.  Such a certificate need
not be  countersigned  and  registered  by the  Trust's  transfer  agent  and/or
registrar.  The Managing Trustees,  acting  individually or collectively,  shall


                                       B-6
<PAGE>



execute and deliver  certificates  representing  the  Special  Preferred  Voting
Shares  substantially  in the form attached hereto as Exhibit A and incorporated
herein by reference,  together with such modifications  thereto as such Managing
Trustee or Managing Trustees shall approve  (notwithstanding any other provision
of the Trust Agreement or the Trust Bylaws but subject to the  requirements  set
forth in this Certificate of Designation), such approval to be conclusively, but
not  exclusively,  evidenced  by the  execution  and  delivery  thereof  by such
Managing  Trustee or Managing  Trustees.  To the extent that this  Section 10 is
inconsistent  with the Trust Bylaws, in accordance with Article XIV of the Trust
Bylaws,  the Trust Bylaws,  including Article VII of the Trust Bylaws,  shall be
deemed amended for the limited purposes set forth in this Section 10.

24.  EFFECT ON VOTING RIGHTS OF CERTAIN TRANSACTIONS
     -----------------------------------------------

     (a) In connection  with any  transaction  (including but not limited to any
CharterMac  Extraordinary  Transaction  (as defined in the Amended and  Restated
Operating  Agreement))  in which  holders of Common  Shares  are  issued  voting
securities  of any  Person  other  than the  Trust,  the  issuer of such  voting
securities must concurrently  issue in exchange for (and upon surrender of) each
Special  Preferred Voting Share securities  having the same voting rights as the
voting securities issued in respect of each Common Share.

     (b) If, in connection with a CharterMac Extraordinary  Transaction,  Common
Shareholders  receive only cash,  property (other than securities) or non-voting
securities,  the Special  Preferred  Voting  Shareholders  shall have no further
voting  rights  under  Section  5 and,  upon  the  request  of the  Trust or its
successor, each Special Preferred Voting Shareholder shall surrender the Special
Preferred Shares it owns in exchange for the Redemption Price.


                                       B-7
<PAGE>



                                   CHARTERMAC






                   Second Amended and Restated Trust Agreement

                            Dated: November 17, 2003


<PAGE>



<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                  PAGE
                                                                                                  ----
<S>  <C>                                                                                           <C>
1.   ORGANIZATION...................................................................................1

2.   DEFINITIONS AND GLOSSARY OF TERMS..............................................................2

3.   TRUSTEES; LEGAL TITLE..........................................................................9

4.   PURPOSES......................................................................................11

5.   TERM..........................................................................................11

6.   SHAREHOLDERS; SHARES..........................................................................12

7.   LIABILITY OF THE SHAREHOLDERS; REGISTERED TRUSTEE; MANAGING TRUSTEES; EMPLOYEES; MANAGER......14

8.   INTENTIONALLY DELETED.........................................................................16

9.   ALLOCATION OF INCOME, LOSS AND DISTRIBUTIONS..................................................16

10.  BOARD OF TRUSTEES.............................................................................22

11.  RIGHTS AND POWERS OF SHAREHOLDERS.............................................................26

12.  TERMINATION AND DISSOLUTION OF THE TRUST......................................................27

13.  SPECIAL POWER OF ATTORNEY.....................................................................28

14.  INDEMNIFICATION...............................................................................29

15.  CONCERNING THE REGISTERED TRUSTEE.............................................................30

16.  CERTAIN TRANSACTIONS..........................................................................31

17.  MISCELLANEOUS.................................................................................31

</TABLE>