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                      AMENDED AND RESTATED TRUST AGREEMENT

                                      among

                                MORTGAGEIT, INC.,
                                  as Depositor


                           MORTGAGEIT HOLDINGS, INC.,
                                  as Guarantor


                            WILMINGTON TRUST COMPANY
                               as Property Trustee


                            WILMINGTON TRUST COMPANY
                               as Delaware Trustee


                                       and


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
                           as Administrative Trustees


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


                            Dated as of May 26, 2005

                           MORTGAGEIT CAPITAL TRUST II


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                                                   TABLE OF CONTENTS

                                                                                                          Page
                                                                                                          ----


ARTICLE I.    Defined Terms.................................................................................1
      SECTION 1.1.     Definitions..........................................................................1

ARTICLE II.  The Trust.....................................................................................10
      SECTION 2.1.     Name................................................................................10
      SECTION 2.2.     Office of the Delaware Trustee; Principal Place of Business.........................10
      SECTION 2.3.     Initial Contribution of Trust Property; Fees, Costs and Expenses....................11
      SECTION 2.4.     Purposes of Trust...................................................................11
      SECTION 2.5.     Authorization to Enter into Certain Transactions....................................11
      SECTION 2.6.     Assets of Trust.....................................................................14
      SECTION 2.7.     Title to Trust Property.............................................................14

ARTICLE III.  Payment Account; Paying Agents...............................................................15
      SECTION 3.1.     Payment Account.....................................................................15
      SECTION 3.2.     Appointment of Paying Agents........................................................15

ARTICLE IV.   Distributions; Redemption....................................................................16
      SECTION 4.1.     Distributions.......................................................................16
      SECTION 4.2.     Redemption..........................................................................17
      SECTION 4.3.     Subordination of Common Securities..................................................19
      SECTION 4.4.     Payment Procedures..................................................................20
      SECTION 4.5.     Withholding Tax.....................................................................20
      SECTION 4.6.     Tax Returns and Other Reports.......................................................21
      SECTION 4.7.     Payment of Taxes, Duties, Etc. of the Trust.........................................21
      SECTION 4.8.     Payments under Indenture or Pursuant to Direct Actions..............................21
      SECTION 4.9.     Exchanges...........................................................................21
      SECTION 4.10.    Calculation Agent...................................................................22
      SECTION 4.11.    Certain Accounting Matters..........................................................22

ARTICLE V.    Securities...................................................................................23
      SECTION 5.1.     Initial Ownership...................................................................23
      SECTION 5.2.     Authorized Trust Securities.........................................................24
      SECTION 5.3.     Issuance of the Common Securities; Subscription and Purchase of Notes...............24
      SECTION 5.4.     The Securities Certificates.........................................................24
      SECTION 5.5.     Rights of Holders...................................................................25
      SECTION 5.6.     Book-Entry Preferred Securities.....................................................25
      SECTION 5.7.     Registration of Transfer and Exchange of Preferred Securities Certificates..........27
      SECTION 5.8.     Mutilated, Destroyed, Lost or Stolen Securities Certificates........................28
      SECTION 5.9.     Persons Deemed Holders..............................................................29
      SECTION 5.10.    Cancellation........................................................................29
      SECTION 5.11.    Ownership of Common Securities by Depositor.........................................29
      SECTION 5.12.    Restricted Legends..................................................................30
      SECTION 5.13.    Form of Certificate of Authentication...............................................33



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ARTICLE VI.   Meetings; Voting; Acts of Holders............................................................33
      SECTION 6.1.     Notice of Meetings..................................................................33
      SECTION 6.2.     Meetings of Holders of the Preferred Securities.....................................33
      SECTION 6.3.     Voting Rights.......................................................................34
      SECTION 6.4.     Proxies, Etc........................................................................34
      SECTION 6.5.     Holder Action by Written Consent....................................................34
      SECTION 6.6.     Record Date for Voting and Other Purposes...........................................34
      SECTION 6.7.     Acts of Holders.....................................................................34
      SECTION 6.8.     Inspection of Records...............................................................35
      SECTION 6.9.     Limitations on Voting Rights........................................................36
      SECTION 6.10.    Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults.........36

ARTICLE VII.  Representations and Warranties...............................................................39
      SECTION 7.1.     Representations and Warranties of the Property Trustee and the Delaware Trustee.....39
      SECTION 7.2.     Representations and Warranties of Depositor.........................................40

ARTICLE VIII. The Trustees.................................................................................41
      SECTION 8.1.     Number of Trustees..................................................................41
      SECTION 8.2.     Property Trustee Required...........................................................41
      SECTION 8.3.     Delaware Trustee Required...........................................................41
      SECTION 8.4.     Appointment of Administrative Trustees..............................................42
      SECTION 8.5.     Duties and Responsibilities of the Trustees.........................................42
      SECTION 8.6.     Notices of Defaults and Extensions..................................................44
      SECTION 8.7.     Certain Rights of Property Trustee..................................................44
      SECTION 8.8.     Delegation of Power.................................................................46
      SECTION 8.9.     May Hold Securities.................................................................46
      SECTION 8.10.    Compensation; Reimbursement; Indemnity..............................................47
      SECTION 8.11.    Resignation and Removal; Appointment of Successor...................................48
      SECTION 8.12.    Acceptance of Appointment by Successor..............................................49
      SECTION 8.13.    Merger, Conversion, Consolidation or Succession to Business.........................49
      SECTION 8.14.    Not Responsible for Recitals or Issuance of Securities..............................50
      SECTION 8.15.    Property Trustee May File Proofs of Claim...........................................50
      SECTION 8.16.    Reports to and from the Property Trustee............................................50

ARTICLE IX.   Termination, Liquidation and Merger..........................................................51
      SECTION 9.1.     Dissolution Upon Expiration Date....................................................51
      SECTION 9.2.     Early Termination...................................................................51
      SECTION 9.3.     Termination.........................................................................52
      SECTION 9.4.     Liquidation.........................................................................52
      SECTION 9.5.     Mergers, Consolidations, Amalgamations or Replacements of Trust.....................53

ARTICLE X.    Information to Purchaser.....................................................................55
      SECTION 10.1.    Depositor Obligations to Purchaser..................................................55
      SECTION 10.2.    Property Trustee's Obligations to Purchaser.........................................55

ARTICLE XI.   Miscellaneous Provisions.....................................................................55
      SECTION 11.1.    Limitation of Rights of Holders.....................................................55
      SECTION 11.2.    Agreed Tax Treatment of Trust and Trust Securities..................................55
      SECTION 11.3.    Amendment...........................................................................56
      SECTION 11.4.    Separability........................................................................57



                                       ii





      SECTION 11.5.    Governing Law.......................................................................57
      SECTION 11.6.    Successors..........................................................................57
      SECTION 11.7.    Headings............................................................................58
      SECTION 11.8.    Reports, Notices and Demands........................................................58
      SECTION 11.9.    Agreement Not to Petition...........................................................58

Exhibit A     Certificate of Trust of MortgageIT Capital Trust II
Exhibit B     Form of Common Securities Certificate
Exhibit C     Form of Preferred Securities Certificate
Exhibit D     Junior Subordinated Indenture
Exhibit E     Form of Transferee Certificate to be Executed by Transferees other than QIBs
Exhibit F     Form of Transferor Certificate to be Executed by QIBs
Exhibit G     Form of Officer's Certificate under Section 8.16
Exhibit H     Form of Officer's Financial Certificate

Schedule A    Calculation of LIBOR



                                       iii



      AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 26, 2005, among (i)
MortgageIT, Inc., a New York corporation (including any successors or permitted
assigns, the "Depositor"), (ii) MortgageIT Holdings, Inc., a Maryland
corporation (including any successors or permitted assigns, the "Guarantor"),
(iii) Wilmington Trust Company, a Delaware banking corporation, as property
trustee (in such capacity, the "Property Trustee"), (iv) Wilmington Trust
Company, a Delaware banking corporation, as Delaware trustee (in such capacity,
the "Delaware Trustee"), (v) Glenn J. Mouridy, an individual, Donald Epstein, an
individual, and John R. Cuti, an individual, each of whose address is c/o
MortgageIT, Inc., 33 Maiden Lane, New York, NY 10038, as administrative trustees
(in such capacities, each an "Administrative Trustee" and, collectively, the
"Administrative Trustees" and, together with the Property Trustee and the
Delaware Trustee, the "Trustees") and (vi) the several Holders, as hereinafter
defined.

                                   WITNESSETH

      WHEREAS, the Depositor, the Property Trustee and the Delaware Trustee have
heretofore created a Delaware statutory trust pursuant to the Delaware Statutory
Trust Act by entering into a Trust Agreement, dated as of May 13, 2005 (the
"Original Trust Agreement"), and by executing and filing with the Secretary of
State of the State of Delaware the Certificate of Trust, substantially in the
form attached as Exhibit A; and

      WHEREAS, the Depositor and the Trustees desire to amend and restate the
Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the issuance of the Common Securities by the Trust to
the Depositor, (ii) the issuance and sale of the Preferred Securities by the
Trust pursuant to the Subscription Agreement and (iii) the acquisition by the
Trust from the Depositor of all of the right, title and interest in and to the
Notes;

      NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Holders, hereby amends and restates the
Original Trust Agreement in its entirety and agrees as follows:

                                   ARTICLE I.

                                  DEFINED TERMS

      SECTION 1.1.    Definitions.

      For all purposes of this Trust Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

            (a)   the terms defined in this Article I have the meanings
      assigned to them in this Article I;

            (b)   the words "include", "includes" and "including" shall be
      deemed to be followed by the phrase "without limitation";




            (c)   all accounting terms used but not defined herein have the
      meanings assigned to them in accordance with United States generally
      accepted accounting principles;

            (d)   unless the context otherwise requires, any reference to an
      "Article", a "Section", a "Schedule" or an "Exhibit" refers to an Article,
      a Section, a Schedule or an Exhibit, as the case may be, of or to this
      Trust Agreement;

            (e)   the words "hereby", "herein", "hereof" and "hereunder" and
      other words of similar import refer to this Trust Agreement as a whole and
      not to any particular Article, Section or other subdivision;

            (f)   a reference to the singular includes the plural and vice
      versa; and

            (g)   the masculine, feminine or neuter genders used herein shall
      include the masculine, feminine and neuter genders.

      "Act" has the meaning specified in Section 6.7.

      "Additional Interest" has the meaning specified in Section 1.1 of the
Indenture.

      "Additional Interest Amount" means, with respect to Trust Securities of a
given Liquidation Amount and/or a given period, the amount of Additional
Interest paid by the Depositor on a Like Amount of Notes for such period.

      "Additional Taxes" has the meaning specified in Section 1.1 of the
Indenture.

      "Additional Tax Sums" has the meaning specified in Section 10.5 of the
Indenture.

      "Administrative Trustee" means each of the Persons identified as an
"Administrative Trustee" in the preamble to this Trust Agreement, solely in each
such Person's capacity as Administrative Trustee of the Trust and not in such
Person's individual capacity, or any successor Administrative Trustee appointed
as herein provided.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Applicable Depositary Procedures" means, with respect to any transfer or
transaction involving a Book-Entry Preferred Security, the rules and procedures
of the Depositary for such Book-Entry Preferred Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

      "Bankruptcy Event" means, with respect to any Person:


                                        2



            (a) the entry of a decree or order by a court having jurisdiction in
      the premises (i) judging such Person a bankrupt or insolvent, (ii)
      approving as properly filed a petition seeking reorganization,
      arrangement, adjudication or composition of or in respect of such Person
      under any applicable Federal or state bankruptcy, insolvency,
      reorganization or other similar law, (iii) appointing a custodian,
      receiver, liquidator, assignee, trustee, sequestrator or other similar
      official of such Person or of any substantial part of its property or (iv)
      ordering the winding up or liquidation of its affairs, and the continuance
      of any such decree or order unstayed and in effect for a period of sixty
      (60) consecutive days; or

            (b) the institution by such Person of proceedings to be adjudicated
      a bankrupt or insolvent, or the consent by it to the institution of
      bankruptcy or insolvency proceedings against it, or the filing by it of a
      petition or answer or consent seeking reorganization or relief under any
      applicable Federal or State bankruptcy, insolvency, reorganization or
      other similar law, or the consent by it to the filing of any such petition
      or to the appointment of a custodian, receiver, liquidator, assignee,
      trustee, sequestrator or similar official of such Person or of any
      substantial part of its property, or the making by it of an assignment for
      the benefit of creditors, or the admission by it in writing of its
      inability to pay its debts generally as they become due and its
      willingness to be adjudicated a bankrupt or insolvent, or the taking of
      corporate action by such Person in furtherance of any such action.

      "Bankruptcy Laws" means all Federal and state bankruptcy, insolvency,
reorganization and other similar laws, including the United States Bankruptcy
Code.

      "Book-Entry Preferred Security" means a Preferred Security, the ownership
and transfers of which shall be made through book entries by a Depositary.

      "Business Day" means a day other than (a) a Saturday or Sunday, (b) a day
on which banking institutions in the City of New York are authorized or required
by law or executive order to remain closed or (c) a day on which the Corporate
Trust Office is closed for business.

      "Calculation Agent" has the meaning specified in Section 4.10.

      "Closing Date" has the meaning specified in the Placement Agreement.

      "Code" means the United States Internal Revenue Code of 1986, as amended.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act or, if at any time after the
execution of this Trust Agreement such Commission is not existing and performing
the duties assigned to it, then the body performing such duties at such time.

      "Common Securities Certificate" means a certificate evidencing ownership
of Common Securities, substantially in the form attached as Exhibit B.


                                        3



      "Common Security" means a common security of the Trust, denominated as
such and representing an undivided beneficial interest in the assets of the
Trust, having a Liquidation Amount of $1,000 and having the terms provided
therefor in this Trust Agreement.

      "Corporate Trust Office" means the principal office of the Property
Trustee at which any particular time its corporate trust business shall be
administered, which office at the date of this Trust Agreement is located at
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Capital Markets.

      "Definitive Preferred Securities Certificates" means Preferred Securities
issued in certificated, fully registered form that are not Global Preferred
Securities.

      "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code ss. 3801 et seq., or any successor statute thereto,
in each case as amended from time to time.

      "Delaware Trustee" means the Person identified as the "Delaware Trustee"
in the preamble to this Trust Agreement, solely in its capacity as Delaware
Trustee of the Trust and not in its individual capacity, or its successor in
interest in such capacity, or any successor Delaware Trustee appointed as herein
provided.

      "Depositary" means an organization registered as a clearing agency under
the Exchange Act that is designated as Depositary by the Depositor or any
successor thereto. DTC will be the initial Depositary.

      "Depository Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Depositary effects
book-entry transfers and pledges of securities deposited with the Depositary.

      "Depositor" has the meaning specified in the preamble to this Trust
Agreement and any successors and permitted assigns.

      "Depositor Affiliate" has the meaning specified in Section 4.9.

      "Distribution Date" has the meaning specified in Section 4.1(a)(i).

      "Distributions" means amounts payable in respect of the Trust Securities
as provided in Section 4.1.

      "DTC" means The Depository Trust Company or any successor thereto.

      "Early Termination Event" has the meaning specified in Section 9.2.

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


                                        4



            (a) the occurrence of a Note Event of Default; or

            (b) default by the Trust in the payment of any Distribution when it
      becomes due and payable, and continuation of such default for a period of
      thirty (30) days; or

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

            (d) default in the performance, or breach, in any material respect
      of any covenant or warranty of the Trustees in this Trust Agreement (other
      than those specified in clause (b) or (c) above) and continuation of such
      default or breach for a period of thirty (30) days after there has been
      given, by registered or certified mail, to the Trustees and to the
      Depositor by the Holders of at least twenty five percent (25%) in
      aggregate Liquidation Amount of the Outstanding Preferred Securities a
      written notice specifying such default or breach and requiring it to be
      remedied and stating that such notice is a "Notice of Default" hereunder;
      or

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

      "Exchange Act" means the Securities Exchange Act of 1934, and any
successor statute thereto, in each case as amended from time to time.

      "Expiration Date" has the meaning specified in Section 9.1.

      "Fiscal Year" shall be the fiscal year of the Trust, which shall be the
calendar year, or such other period as is required by the Code.

      "Global Preferred Security" means a Preferred Securities Certificate
evidencing ownership of Book-Entry Preferred Securities.

      "Guarantor" has the meaning specified in the preamble to this Trust
Agreement and any successors and permitted assigns.

      "Holder" means a Person in whose name a Trust Security or Trust Securities
are registered in the Securities Register; any such Person shall be a beneficial
owner within the meaning of the Delaware Statutory Trust Act.

      "Indemnified Person" has the meaning specified in Section 8.10(c).

      "Indenture" means the Junior Subordinated Indenture executed and delivered
by the Depositor, the Guarantor and the Note Trustee contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the holders
of the Notes, a copy of which is attached hereto as Exhibit D, as amended or
supplemented from time to time.

      "Indenture Redemption Price" has the meaning specified in Section 4.2(c).

      "Interest Payment Date" has the meaning specified in Section 1.1 of the
Indenture.


                                        5



      "Investment Company Act" means the Investment Company Act of 1940, or any
successor statute thereto, in each case as amended from time to time.

      "Investment Company Event" has the meaning specified in Section 1.1 of the
Indenture.

      "LIBOR" has the meaning specified in Schedule A.

      "LIBOR Business Day" has the meaning specified in Schedule A.

      "LIBOR Determination Date" has the meaning specified in Schedule A.

      "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

      "Like Amount" means (a) with respect to a redemption of any Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of Notes to be contemporaneously redeemed or paid at maturity in
accordance with the Indenture, the proceeds of which will be used to pay the
Redemption Price of such Trust Securities, (b) with respect to a distribution of
Notes to Holders of Trust Securities in connection with a dissolution of the
Trust, Notes having a principal amount equal to the Liquidation Amount of the
Trust Securities of the Holder to whom such Notes are distributed and (c) with
respect to any distribution of Additional Interest Amounts to Holders of Trust
Securities, Notes having a principal amount equal to the Liquidation Amount of
the Trust Securities in respect of which such distribution is made.

      "Liquidation Amount" means the stated amount of $1,000 per Trust Security.

      "Liquidation Date" means the date on which assets are to be distributed to
Holders in accordance with Section 9.4(a) hereunder following dissolution of the
Trust.

      "Liquidation Distribution" has the meaning specified in Section 9.4(d).

      "Majority in Liquidation Amount of the Preferred Securities" means
Preferred Securities representing more than fifty percent (50%) of the aggregate
Liquidation Amount of all (or a specified group of) then Outstanding Preferred
Securities.

      "Note Event of Default" means any "Event of Default" specified in Section
5.1 of the Indenture.

      "Note Redemption Date" means, with respect to any Notes to be redeemed
under the Indenture, the date fixed for redemption of such Notes under the
Indenture.

      "Note Trustee" means the Person identified as the "Trustee" in the
Indenture, solely in its capacity as Trustee pursuant to the Indenture and not
in its individual capacity, or its successor in interest in such capacity, or
any successor Trustee appointed as provided in the Indenture.

      "Notes" means the Depositor's Floating Rate Junior Subordinated Notes
issued pursuant to the Indenture.


                                        6



      "Officers' Certificate" means a certificate signed by the Chief Executive
Officer, the President or an Executive Vice President, and by the Chief
Financial Officer, Treasurer or an Assistant Treasurer, of the Depositor or the
Guarantor, as the context requires, and delivered to the Trustees. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Trust Agreement (other than the certificate provided
pursuant to Section 8.16(a)) shall include:

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

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

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

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

      "Operative Documents" means the Placement Agreement, the Indenture, the
Trust Agreement, the Subscription Agreement, the Notes and the Trust Securities.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for, or an employee of, the Depositor or the Guarantor or any Affiliate
of the Depositor or the Guarantor.

      "Original Issue Date" means the date of original issuance of the Trust
Securities.

      "Original Trust Agreement" has the meaning specified in the recitals to
this Trust Agreement.

      "Outstanding," when used with respect to any Trust Securities, means, as
of the date of determination, all Trust Securities theretofore executed and
delivered under this Trust Agreement, except:

            (a) Trust Securities theretofore canceled by the Property Trustee or
      delivered to the Property Trustee for cancellation;

            (b) Trust Securities for which payment or redemption money in the
      necessary amount has been theretofore deposited with the Property Trustee
      or any Paying Agent in trust for the Holders of such Trust Securities;
      provided, that if such Trust Securities are to be redeemed, notice of such
      redemption has been duly given pursuant to this Trust Agreement; and

            (c) Trust Securities that have been paid or in exchange for or in
      lieu of which other Trust Securities have been executed and delivered
      pursuant to the provisions of this Trust Agreement, unless proof
      satisfactory to the Property Trustee is presented that any


                                        7



      such  Trust  Securities  are held by  Holders  in whose  hands  such Trust
      Securities are valid, legal and binding obligations of the Trust;

provided, that in determining whether the Holders of the requisite Liquidation
Amount of the Outstanding Preferred Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Preferred
Securities owned by the Depositor, the Guarantor, any Trustee or any Affiliate
of the Depositor, the Guarantor or of any Trustee shall be disregarded and
deemed not to be Outstanding, except that (i) in determining whether any Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Preferred Securities that such
Trustee knows to be so owned shall be so disregarded and (ii) the foregoing
shall not apply at any time when all of the Outstanding Preferred Securities are
owned by the Depositor, the Guarantor, one or more of the Trustees and/or any
such Affiliate. Preferred Securities so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Administrative Trustees the pledgee's right so to act with
respect to such Preferred Securities and that the pledgee is not the Depositor,
the Guarantor, any Trustee or any Affiliate of the Depositor, the Guarantor or
of any Trustee.

      "Owner" means each Person who is the beneficial owner of Book-Entry
Preferred Securities as reflected in the records of the Depositary or, if a
Depositary Participant is not the beneficial owner, then the beneficial owner as
reflected in the records of the Depositary Participant.

      "Paying Agent" means any Person authorized by the Administrative Trustees
to pay Distributions or other amounts in respect of any Trust Securities on
behalf of the Trust.

      "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee for the benefit of the Holders in
which all amounts paid in respect of the Notes will be held and from which the
Property Trustee, through the Paying Agent, shall make payments to the Holders
in accordance with Sections 3.1, 4.1 and 4.2.

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

      "Placement Agent" means Credit Suisse First Boston LLC, as Placement Agent
pursuant to the Placement Agreement, whose address is Eleven Madison Avenue, New
York, New York 10010.

      "Placement Agreement" means the Placement Agreement, dated as of May 26,
2005, executed and delivered by the Trust, the Depositor, the Guarantor and
Credit Suisse First Boston LLC, as placement agent.

      "Preferred Security" means a preferred security of the Trust, denominated
as such and representing an undivided beneficial interest in the assets of the
Trust, having a Liquidation Amount of $1,000 and having the terms provided
therefor in this Trust Agreement.


                                        8



      "Preferred Securities Certificate" means a certificate evidencing
ownership of Preferred Securities, substantially in the form attached as Exhibit
C.

      "Property Trustee" means the Person identified as the "Property Trustee"
in the preamble to this Trust Agreement, solely in its capacity as Property
Trustee of the Trust and not in its individual capacity, or its successor in
interest in such capacity, or any successor Property Trustee appointed as herein
provided.

      "Purchaser" means Credit Suisse First Boston, acting through its Cayman
Islands branch, as purchaser of the Preferred Securities pursuant to the
Subscription Agreement, whose address is c/o Credit Suisse First Boston LLC,
Eleven Madison Avenue, New York, New York 10010.

      "QIB" means a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act.

      "Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided, that each Note Redemption Date and the stated maturity (or
any date of principal repayment upon early maturity) of the Notes shall be a
Redemption Date for a Like Amount of Trust Securities.

      "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption or payment at maturity
of a Like Amount of Notes.

      "Reference Banks" has the meaning specified in Schedule A.

      "Responsible Officer" means, with respect to the Property Trustee, any
Senior Vice President, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Trust Officer or Assistant Trust Officer or any other officer in the Corporate
Trust Office of the Property Trustee with direct responsibility for the
administration of this Trust Agreement and also means, with respect to a
particular corporate trust matter, any other officer of the Property Trustee to
whom such matter is referred because of that officer's knowledge of and
familiarity with the particular subject.

      "Securities Act" means the Securities Act of 1933, and any successor
statute thereto, in each case as amended from time to time.

      "Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

      "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.7.

      "Special Event Redemption Price" has the meaning specified in Section 11.2
of the Indenture.


                                        9



      "Subscription Agreement" means the Preferred Securities Subscription
Agreement, dated as of May 26, 2005, by and among the Company, the Trust, the
Purchaser and Credit Suisse First Boston LLC (as to certain provisions thereof).

      "Successor Securities" has the meaning specified in Section 9.5(a).

      "Tax Event" has the meaning specified in Section 1.1 of the Indenture.

      "Trust" means the Delaware statutory trust known as "MortgageIT Capital
Trust II," which was created on May 13, 2005, under the Delaware Statutory Trust
Act pursuant to the Original Trust Agreement and the filing of the Certificate
of Trust, and continued pursuant to this Trust Agreement.

      "Trust Agreement" means this Amended and Restated Trust Agreement,
including all Schedules and Exhibits (other than Exhibit D), as the same may be
modified, amended or supplemented from time to time in accordance with the
applicable provisions hereof.

      "Trustees" means the Administrative Trustees, the Property Trustee and the
Delaware Trustee, each as defined in this Article I.

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

      "Trust Security" means any one of the Common Securities or the Preferred
Securities.

                                   ARTICLE II.

                                    THE TRUST

      SECTION 2.1.    Name.

      The trust continued hereby shall be known as "MortgageIT Capital Trust
II," as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Trust Securities and the
other Trustees, in which name the Trustees may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued.

      SECTION 2.2.    Office of the Delaware Trustee; Principal Place of
Business.

      The address of the Delaware Trustee in the State of Delaware is Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Capital Markets, or such other address in the State of
Delaware as the Delaware Trustee may designate by written notice to the Holders,
the Depositor, the Guarantor, the Property Trustee and the Administrative
Trustees. The principal executive office of the Trust is c/o MortgageIT, Inc. 33
Maiden Lane, New York, NY 10038, Attention: Chief Financial Officer, as such
address may be


                                       10



changed from time to time by the Administrative Trustees following written
notice to the Holders and the other Trustees.

      SECTION 2.3.    Initial Contribution of Trust Property; Fees, Costs and
Expenses.

      The Property Trustee acknowledges receipt from the Depositor in connection
with the Original Trust Agreement of the sum of ten dollars ($10), which
constituted the initial Trust Property. The Depositor shall pay all fees, costs
and expenses of the Trust (except with respect to the Trust Securities) as they
arise or shall, upon request of any Trustee, promptly reimburse such Trustee for
any such fees, costs and expenses paid by such Trustee. The Depositor shall make
no claim upon the Trust Property for the payment of such fees, costs or
expenses.

      SECTION 2.4.    Purposes of Trust.

      (a)   The exclusive purposes and functions of the Trust are to (i) issue
and sell Trust Securities and use the proceeds from such sale to acquire the
Notes and (ii) engage in only those activities necessary or incidental thereto.
The Delaware Trustee, the Property Trustee and the Administrative Trustees are
trustees of the Trust, and have all the rights, powers and duties to the extent
set forth herein. The Trustees hereby acknowledge that they are trustees of the
Trust.

      (b)   So long as this Trust Agreement remains in effect, the Trust (or
the Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trust (or the Trustees acting on behalf of the Trust)
shall not (i) acquire any investments or engage in any activities not authorized
by this Trust Agreement, (ii) sell, assign, transfer, exchange, mortgage,
pledge, set-off or otherwise dispose of any of the Trust Property or interests
therein, including to Holders, except as expressly provided herein, (iii) incur
any indebtedness for borrowed money or issue any other debt, (iv) take or
consent to any action that would result in the placement of a Lien on any of the
Trust Property, (v) take or consent to any action that would reasonably be
expected to cause (or, in the case of the Property Trustee, to the actual
knowledge of a Responsible Officer would cause) the Trust to become taxable as a
corporation or classified as other than a grantor trust for United States
federal income tax purposes, (vi) take or consent to any action that would cause
(or, in the case of the Property Trustee, to the actual knowledge of a
Responsible Officer would cause) the Notes to be treated as other than
indebtedness of the Depositor for United States federal income tax purposes or
(vii) take or consent to any action that would cause (or, in the case of the
Property Trustee, to the actual knowledge of a Responsible Officer would cause)
the Trust to be deemed to be an "investment company" required to be registered
under the Investment Company Act.

      SECTION 2.5.    Authorization to Enter into Certain Transactions.

      (a)   The Trustees shall conduct the affairs of the Trust in accordance
with and subject to the terms of this Trust Agreement. In accordance with the
following provisions (i) and (ii), the Trustees shall have the authority to
enter into all transactions and agreements determined by the Trustees to be
appropriate in exercising the authority, express or implied, otherwise granted
to the Trustees, under this Trust Agreement, and to perform all acts in
furtherance thereof, including the following:


                                       11



            (i)     As among the Trustees, each Administrative Trustee shall
      severally have the power, authority and authorization to act on behalf of
      the Trust with respect to the following matters:

                    (A)   the issuance and sale of the Trust Securities;

                    (B)   to cause the Trust to enter into, and to execute,
            deliver and perform on behalf of the Trust, such agreements,
            documents, instruments, certificates and other writings as may be
            necessary or desirable in connection with the purposes and function
            of the Trust, including, without limitation, a common securities
            subscription agreement and a junior subordinated note subscription
            agreement and to cause the Trust to perform the Placement Agreement
            and the Subscription Agreement;

                    (C)   assisting in the sale of the Preferred Securities in
            one or more transactions exempt from registration under the
            Securities Act, and in compliance with applicable state securities
            or blue sky laws;

                    (D)   assisting in the sending of notices (other than
            notices of default) and other information regarding the Trust
            Securities and the Notes to the Holders in accordance with this
            Trust Agreement;

                    (E)   the appointment of a successor Paying Agent and
            Calculation Agent in accordance with this Trust Agreement;

                    (F)   execution and delivery of the Trust Securities on
            behalf of the Trust in accordance with this Trust Agreement;

                    (G)   execution and delivery of closing certificates, if
            any, pursuant to the Placement Agreement;

                    (H)   preparation and filing of all applicable tax returns
            and tax information reports that are required to be filed on behalf
            of the Trust;

                    (I)   establishing a record date with respect to all actions
            to be taken hereunder that require a record date to be established,
            except as provided in Section 6.10(a);

                    (J)   unless otherwise required by the Delaware Statutory
            Trust Act, to execute on behalf of the Trust (either acting alone or
            together with the other Administrative Trustees) any documents and
            other writings that such Administrative Trustee has the power to
            execute pursuant to this Trust Agreement; and

                    (K)   the taking of any action incidental to the foregoing
            as such Administrative Trustee may from time to time determine is
            necessary or advisable to give effect to the terms of this Trust
            Agreement.


                                       12



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

                    (A)   the receipt and holding of legal title of the Notes;

                    (B)   the establishment of the Payment Account;

                    (C)   the receipt of interest, principal and any other
            payments made in respect of the Notes and the holding of such
            amounts in the Payment Account;

                    (D)   the distribution through the Paying Agent of amounts
            distributable to the Holders in respect of the Trust Securities;

                    (E)   the exercise of all of the rights, powers and
            privileges of a holder of the Notes in accordance with the terms of
            this Trust Agreement;

                    (F)   the sending of notices of default and other
            information regarding the Trust Securities and the Notes to the
            Holders in accordance with this Trust Agreement;

                    (G)   the distribution of the Trust Property in accordance
            with the terms of this Trust Agreement;

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

                    (I)   application for a taxpayer identification number for
            the Trust;

                    (J)   the authentication of the Preferred Securities as
            provided in this Trust Agreement; and

                    (K)   the taking of any action incidental to the foregoing
            as the Property Trustee may from time to time determine is necessary
            or advisable to give effect to the terms of this Trust Agreement and
            protect and conserve the Trust Property for the benefit of the
            Holders (without consideration of the effect of any such action on
            any particular Holder).

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

            (i)     the negotiation of the terms of, and the execution and
      delivery of, the Placement Agreement and the Subscription Agreement
      providing for the sale of the


                                       13



      Preferred Securities in one or more transactions exempt from registration
      under the Securities Act, and in compliance with applicable state
      securities or blue sky laws; and

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

      (c)   Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust will not be taxable as a corporation or
classified as other than a grantor trust for United States federal income tax
purposes, so that the Notes will be treated as indebtedness of the Depositor for
United States federal income tax purposes and so that the Trust will not be
deemed to be an "investment company" required to be registered under the
Investment Company Act. In this connection, each Administrative Trustee is
authorized to take any action, not inconsistent with applicable law, the
Certificate of Trust or this Trust Agreement, that such Administrative Trustee
determines in his or her discretion to be necessary or desirable for such
purposes, as long as such action does not adversely affect in any material
respect the interests of the Holders of the Outstanding Preferred Securities. In
no event shall the Administrative Trustees be liable to the Trust or the Holders
for any failure to comply with this Section 2.5 to the extent that such failure
results solely from a change in law or regulation or in the interpretation
thereof.

      (d)   Any action taken by a Trustee in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with any Trustee
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of such Trustee to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of any Trustee as set
forth in this Trust Agreement.

      SECTION 2.6.    Assets of Trust.

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

      SECTION 2.7.    Title to Trust Property.

      (a)   Legal title to all Trust Property shall be vested at all times in
the Property Trustee and shall be held and administered by the Property Trustee
in trust for the benefit of the Trust and the Holders in accordance with this
Trust Agreement.

      (b)   The Holders shall not have any right or title to the Trust Property
other than the undivided beneficial interest in the assets of the Trust
conferred by their Trust Securities and they shall have no right to call for any
partition or division of property, profits or rights of the Trust except as
described below. The Trust Securities shall be personal property giving only the
rights specifically set forth therein and in this Trust Agreement.


                                       14



                                  ARTICLE III.

                         PAYMENT ACCOUNT; PAYING AGENTS

      SECTION 3.1.    Payment Account.

      (a)   On or prior to the Closing Date, the Property Trustee shall
establish the Payment Account. The Property Trustee and the Paying Agent shall
have exclusive control and sole right of withdrawal with respect to the Payment
Account for the purpose of making deposits in and withdrawals from the Payment
Account in accordance with this Trust Agreement. All monies and other property
deposited or held from time to time in the Payment Account shall be held by the
Property Trustee in the Payment Account for the exclusive benefit of the Holders
and for Distribution as herein provided.

      (b)   The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or interest on, and any other
payments with respect to, the Notes. Amounts held in the Payment Account shall
not be invested by the Property Trustee pending distribution thereof.

      SECTION 3.2.    Appointment of Paying Agents.

      The Property Trustee is appointed as the initial Paying Agent and hereby
accepts such appointment. The Paying Agent shall make Distributions to Holders
from the Payment Account and shall report the amounts of such Distributions to
the Property Trustee and the Administrative Trustees. Any Paying Agent shall
have the revocable power to withdraw funds from the Payment Account solely for
the purpose of making the Distributions referred to above. The Administrative
Trustees may revoke such power and remove the Paying Agent in their sole
discretion. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon thirty (30) days' written notice to the Administrative
Trustees and the Property Trustee. If the Property Trustee shall no longer be
the Paying Agent or a successor Paying Agent shall resign or its authority to
act be revoked, the Administrative Trustees shall appoint a successor (which
shall be a bank or trust company) to act as Paying Agent. Such successor Paying
Agent appointed by the Administrative Trustees shall execute and deliver to the
Trustees an instrument in which such successor Paying Agent shall agree with the
Trustees that as Paying Agent, such successor Paying Agent will hold all sums,
if any, held by it for payment to the Holders in trust for the benefit of the
Holders entitled thereto until such sums shall be paid to such Holders. The
Paying Agent shall return all unclaimed funds to the Property Trustee and upon
removal of a Paying Agent such Paying Agent shall also return all funds in its
possession to the Property Trustee. The provisions of Article VIII shall apply
to the Property Trustee also in its role as Paying Agent, for so long as the
Property Trustee shall act as Paying Agent and, to the extent applicable, to any
other Paying Agent appointed hereunder. Any reference in this Trust Agreement to
the Paying Agent shall include any co-paying agent unless the context requires
otherwise.


                                       15



                                   ARTICLE IV.

                            DISTRIBUTIONS; REDEMPTION

      SECTION 4.1.    Distributions.

      (a)   The Trust Securities represent undivided beneficial interests in the
Trust Property, and Distributions (including any Additional Interest Amounts)
will be made on the Trust Securities at the rate and on the dates that payments
of interest (including any Additional Interest) are made on the Notes.
Accordingly:

            (i)     Distributions on the Trust Securities shall be cumulative,
      and shall accumulate whether or not there are funds of the Trust available
      for the payment of Distributions. Distributions shall accumulate from May
      26, 2005, and, except as provided in clause (ii) below, shall be payable
      quarterly in arrears on January 30th, April 30th, July 30th and October
      30th of each year, commencing on July 30, 2005. If any date on which a
      Distribution is otherwise payable on the Trust Securities is not a
      Business Day, then the payment of such Distribution shall be made on the
      next succeeding Business Day (and no interest shall accrue in respect of
      the amounts whose payment is so delayed for the period from and after each
      such date until the next succeeding Business Day), except that, if such
      Business Day falls in the next succeeding calendar year, such payment
      shall be made on the immediately preceding Business Day, in each case,
      with the same force and effect as if made on such date (each date on which
      Distributions are payable in accordance with this Section 4.1(a)(i), a
      "Distribution Date");

            (ii)    Distributions shall accumulate in respect of the Trust
      Securities at a variable rate per annum, reset quarterly, equal to LIBOR
      plus 3.75% of the Liquidation Amount of the Trust Securities, such rate
      being the rate of interest payable on the Notes. LIBOR shall be determined
      by the Calculation Agent in accordance with Schedule A. The amount of
      Distributions payable for any period less than a full Distribution period
      shall be computed on the basis of a 360-day year and the actual number of
      days elapsed in the relevant Distribution period. The amount of
      Distributions payable for any period shall include any Additional Interest
      Amounts in respect of such period; and

            (iii)   Distributions on the Trust Securities shall be made by the
      Paying Agent from the Payment Account and shall be payable on each
      Distribution Date only to the extent that the Trust has funds then on hand
      and available in the Payment Account for the payment of such
      Distributions.

      (b)   Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities at the close of business on the relevant
record date, which shall be at the close of business on the fifteenth day
(whether or not a Business Day) preceding the relevant Distribution Date.
Distributions payable on any Trust Securities that are not punctually paid on
any Distribution Date as a result of the Depositor having failed to make an
interest payment under the Notes will cease to be payable to the Person in whose
name such Trust Securities are registered on the relevant record date, and such
defaulted Distributions and any Additional Interest Amounts will


                                       16



instead be payable to the Person in whose name such Trust Securities are
registered on the special record date, or other specified date for determining
Holders entitled to such defaulted Distribution and Additional Interest Amount,
established in the same manner, and on the same date, as such is established
with respect to the Notes under the Indenture.

      SECTION 4.2.    Redemption.

      (a)   On each Note Redemption Date and on the stated maturity (or any
date of principal repayment upon early maturity) of the Notes and on each other
date on (or in respect of) which any principal on the Notes is repaid, the Trust
will be required to redeem a Like Amount of Trust Securities at the Redemption
Price.

      (b)   Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than thirty (30) nor more
than sixty (60) days prior to the Redemption Date to each Holder of Trust
Securities to be redeemed, at such Holder's address appearing in the Securities
Register. All notices of redemption shall state:

            (i)     the Redemption Date;

            (ii)    the Redemption Price or, if the Redemption Price cannot be
      calculated prior to the time the notice is required to be sent, the
      estimate of the Redemption Price provided pursuant to the Indenture, as
      calculated by the Depositor, together with a statement that it is an
      estimate and that the actual Redemption Price will be calculated by the
      Calculation Agent on the fifth Business Day prior to the Redemption Date
      (and if an estimate is provided, a further notice shall be sent of the
      actual Redemption Price on the date that such Redemption Price is
      calculated);

            (iii)   if less than all the Outstanding Trust Securities are to be
      redeemed, the identification (and, in the case of partial redemption, the
      respective Liquidation Amounts) and Liquidation Amounts of the particular
      Trust Securities to be redeemed;

            (iv)    that on the Redemption Date, the Redemption Price will
      become due and payable upon each such Trust Security, or portion thereof,
      to be redeemed and that Distributions thereon will cease to accumulate on
      such Trust Security or such portion, as the case may be, on and after said
      date, except as provided in Section 4.2(d);

            (v)     the place or places where the Trust Securities are to be
      surrendered for the payment of the Redemption Price; and

            (vi)    such other provisions as the Property Trustee deems
      relevant.

      (c)   The Trust Securities (or portion thereof) redeemed on each
Redemption Date shall be redeemed at the Redemption Price with the proceeds from
the contemporaneous redemption or payment at maturity of Notes. Redemptions of
the Trust Securities (or portion thereof) shall be made and the Redemption Price
shall be payable on each Redemption Date only to the extent that the Trust has
funds then on hand and available in the Payment Account for the payment of such
Redemption Price. Under the Indenture, the Notes may be redeemed by the
Depositor on any Interest Payment Date, at the Depositor's option, on or after
July 30, 2010, in whole or in


                                       17



part, from time to time at a redemption price equal to one hundred (100%)
percent of the principal amount thereof, together, in the case of any such
redemption, with accrued interest, including any Additional Interest, to but
excluding the date fixed for redemption (the "Indenture Redemption Price"). The
Notes may also be redeemed by the Depositor, at its option, in whole but not in
part, upon the occurrence of an Investment Company Event or a Tax Event at the
Special Event Redemption Price (as set forth in the Indenture).

      (d)   If the Property Trustee gives a notice of redemption in respect of
any Preferred Securities, then by 10:00 A.M., New York City time, on the
Redemption Date, the Depositor shall deposit sufficient funds with the Property
Trustee to pay the Redemption Price. If such deposit has been made by such time,
then by 12:00 noon, New York City time, on the Redemption Date, the Property
Trustee will, with respect to Book-Entry Preferred Securities, irrevocably
deposit with the Depositary for such Book-Entry Preferred Securities, to the
extent available therefor, funds sufficient to pay the applicable Redemption
Price and will give such Depositary irrevocable instructions and authority to
pay the Redemption Price to the Holders of the Preferred Securities. With
respect to Preferred Securities that are not Book-Entry Preferred Securities,
the Property Trustee will irrevocably deposit with the Paying Agent, to the
extent available therefor, funds sufficient to pay the applicable Redemption
Price and will give the Paying Agent irrevocable instructions and authority to
pay the Redemption Price to the Holders of the Preferred Securities upon
surrender of their Preferred Securities Certificates. Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for any
Trust Securities (or portion thereof) called for redemption shall be payable to
the Holders of such Trust Securities as they appear on the Securities Register
on the relevant record dates for the related Distribution Dates. If notice of
redemption shall have been given and funds deposited as required, then upon the
date of such deposit, all rights of Holders holding Trust Securities (or portion
thereof) so called for redemption will cease, except the right of such Holders
to receive the Redemption Price and any Distribution payable in respect of the
Trust Securities on or prior to the Redemption Date, but without interest, and,
in the case of a partial redemption, the right of such Holders to receive a new
Trust Security or Securities of authorized denominations, in aggregate
Liquidation Amount equal to the unredeemed portion of such Trust Security or
Securities, and such Securities (or portion thereof) called for redemption will
cease to be Outstanding. In the event that any date on which any Redemption
Price is payable is not a Business Day, then payment of the Redemption Price
payable on such date will be made on the next succeeding Business Day (and no
interest shall accrue in respect of the amounts whose payment is so delayed for
the period from and after each such date until the next succeeding Business
Day), except that, if such Business Day falls in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case, with the same force and effect as if made on such date. In the event
that payment of the Redemption Price in respect of any Trust Securities (or
portion thereof) called for redemption is improperly withheld or refused and not
paid either by the Trust or by the Depositor or the Guarantor pursuant to the
Indenture, Distributions on such Trust Securities (or portion thereof) will
continue to accumulate, as set forth in Section 4.1, from the Redemption Date
originally established by the Trust for such Trust Securities (or portion
thereof) to the date such Redemption Price is actually paid, in which case the
actual payment date will be the date fixed for redemption for purposes of
calculating the Redemption Price.


                                       18



      (e)   Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated pro
rata to the Common Securities and the Preferred Securities based upon the
relative aggregate Liquidation Amounts of the Common Securities and the
Preferred Securities. The Preferred Securities to be redeemed shall be selected
on a pro rata basis based upon their respective Liquidation Amounts not more
than sixty (60) days prior to the Redemption Date by the Property Trustee from
the Outstanding Preferred Securities not previously called for redemption;
provided, however, that with respect to Holders that would be required to hold
less than one hundred (100) but more than zero (0) Trust Securities as a result
of such redemption, the Trust shall redeem Trust Securities of each such Holder
so that after such redemption such Holder shall hold either one hundred (100)
Trust Securities or such Holder no longer holds any Trust Securities, and shall
use such method (including, without limitation, by lot) as the Trust shall deem
fair and appropriate; and provided, further, that so long as the Preferred
Securities are Book-Entry Preferred Securities, such selection shall be made in
accordance with the Applicable Depositary Procedures for the Preferred
Securities by such Depositary. The Property Trustee shall promptly notify the
Securities Registrar in writing of the Preferred Securities (or portion thereof)
selected for redemption and, in the case of any Preferred Securities selected
for partial redemption, the Liquidation Amount thereof to be redeemed. For all
purposes of this Trust Agreement, unless the context otherwise requires, all
provisions relating to the redemption of Preferred Securities shall relate, in
the case of any Preferred Securities redeemed or to be redeemed only in part, to
the portion of the aggregate Liquidation Amount of Preferred Securities that has
been or is to be redeemed.

      (f)   The Trust in issuing the Trust Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Property Trustee shall indicate the
"CUSIP" numbers of the Trust Securities in notices of redemption and related
materials as a convenience to Holders; provided, that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Trust Securities or as contained in any notice of redemption and
related materials.

      SECTION 4.3.    Subordination of Common Securities.

      (a)   Payment of Distributions (including any Additional Interest Amounts)
on, the Redemption Price of and the Liquidation Distribution in respect of, the
Trust Securities, as applicable, shall be made, pro rata among the Common
Securities and the Preferred Securities based on the Liquidation Amount of the
respective Trust Securities; provided, that if on any Distribution Date,
Redemption Date or Liquidation Date an Event of Default shall have occurred and
be continuing, no payment of any Distribution (including any Additional Interest
Amounts) on, Redemption Price of or Liquidation Distribution in respect of, any
Common Security, and no other payment on account of the redemption, liquidation
or other acquisition of Common Securities, shall be made unless payment in full
in cash of all accumulated and unpaid Distributions (including any Additional
Interest Amounts) on all Outstanding Preferred Securities for all Distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all Outstanding
Preferred Securities then called for redemption, or in the case of payment of
the Liquidation Distribution the full amount of such Liquidation Distribution on
all Outstanding Preferred Securities, shall have been made or provided for, and
all funds immediately available to the Property Trustee


                                       19



shall first be applied to the payment in full in cash of all Distributions
(including any Additional Interest Amounts) on, or the Redemption Price of or
the Liquidation Distribution in respect of, the Preferred Securities then due
and payable.

      (b)   In the case of the occurrence of any Event of Default, the Holders
of the Common Securities shall have no right to act with respect to any such
Event of Default under this Trust Agreement until all such Events of Default
with respect to the Preferred Securities have been cured, waived or otherwise
eliminated. Until all such Events of Default under this Trust Agreement with
respect to the Preferred Securities have been so cured, waived or otherwise
eliminated, the Property Trustee shall act solely on behalf of the Holders of
the Preferred Securities and not on behalf of the Holders of the Common
Securities, and only the Holders of all the Preferred Securities will have the
right to direct the Property Trustee to act on their behalf.

      SECTION 4.4.    Payment Procedures.

      Payments of Distributions (including any Additional Interest Amounts), the
Redemption Price, Liquidation Amount or any other amounts in respect of the
Preferred Securities shall be made by wire transfer at such place and to such
account at a banking institution in the United States as may be designated in
writing at least ten (10) Business Days prior to the date for payment by the
Person entitled thereto unless proper written transfer instructions have not
been received by the relevant record date, in which case such payments shall be
made by check mailed to the address of such Person as such address shall appear
in the Securities Register. If any Preferred Securities are held by a
Depositary, such Distributions thereon shall be made to the Depositary in
immediately available funds. Payments in respect of the Common Securities shall
be made in such manner as shall be mutually agreed between the Property Trustee
and the Holder of all the Common Securities.

      SECTION 4.5.    Withholding Tax.

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


                                       20



      SECTION 4.6.    Tax Returns and Other Reports.

      (a)   The Administrative Trustees shall prepare (or cause to be prepared)
at the principal office of the Trust in the United States, as defined for
purposes of Treasury regulations section 301.7701-7, at the Depositor's expense,
and file, all United States federal, state and local tax and information returns
and reports required to be filed by or in respect of the Trust. The
Administrative Trustees shall prepare at the principal office of the Trust in
the United States, as defined for purposes of Treasury regulations section
301.7701-7, and furnish (or cause to be prepared and furnished), by January 31
in each taxable year of the Trust to each Holder all Internal Revenue Service
forms and returns required to be provided by the Trust. The Administrative
Trustees shall provide the Depositor and the Property Trustee with a copy of all
such returns and reports promptly after such filing or furnishing.

      SECTION 4.7.    Payment of Taxes, Duties, Etc. of the Trust.

      Upon receipt under the Notes of Additional Tax Sums and upon the written
direction of the Administrative Trustees, the Property Trustee shall promptly
pay, solely out of monies on deposit pursuant to this Trust Agreement, any
Additional Taxes imposed on the Trust by the United States or any other taxing
authority.

      SECTION 4.8.    Payments under Indenture or Pursuant to Direct Actions.

      Any amount payable hereunder to any Holder of Preferred Securities shall
be reduced by the amount of any corresponding payment such Holder (or any Owner
with respect thereto) has directly received pursuant to Section 5.8 of the
Indenture or Section 6.10(b) of this Trust Agreement.

      SECTION 4.9.    Exchanges.

      (a)   If at any time the Depositor or any of its Affiliates (in either
case, a "Depositor Affiliate") is the Owner or Holder of any Preferred
Securities, such Depositor Affiliate shall have the right to deliver to the
Property Trustee all or such portion of its Preferred Securities as it elects
and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive,
in exchange therefor, a Like Amount of Notes. Such election (i) shall be
exercisable effective on any Distribution Date by such Depositor Affiliate
delivering to the Property Trustee a written notice of such election specifying
the Liquidation Amount of Preferred Securities with respect to which such
election is being made and the Distribution Date on which such exchange shall
occur, which Distribution Date shall be not less than ten (10) Business Days
after the date of receipt by the Property Trustee of such election notice and
(ii) shall be conditioned upon such Depositor Affiliate having delivered or
caused to be delivered to the Property Trustee or its designee the Preferred
Securities that are the subject of such election by 10:00 A.M. New York time, on
the Distribution Date on which such exchange is to occur. After the exchange,
such Preferred Securities will be canceled and will no longer be deemed to be
Outstanding and all rights of the Depositor Affiliate with respect to such
Preferred Securities will cease.

      (b)   In the case of an exchange described in Section 4.9(a), the
Property Trustee on behalf of the Trust will, on the date of such exchange,
exchange Notes having a principal amount equal to a proportional amount of the
aggregate Liquidation Amount of the Outstanding


                                       21



Common Securities, based on the ratio of the aggregate Liquidation Amount of the
Preferred Securities exchanged pursuant to Section 4.9(a) divided by the
aggregate Liquidation Amount of the Preferred Securities Outstanding immediately
prior to such exchange, for such proportional amount of Common Securities held
by the Depositor (which contemporaneously shall be canceled and no longer be
deemed to be Outstanding); provided, that the Depositor delivers or causes to be
delivered to the Property Trustee or its designee the required amount of Common
Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date
on which such exchange is to occur.

      SECTION 4.10.   Calculation Agent.

      (a)   The Property Trustee shall initially, and, subject to the
immediately following sentence, for so long as it holds any of the Notes, be the
Calculation Agent for purposes of determining LIBOR for each Distribution Date.
The Calculation Agent may be removed by the Administrative Trustees at any time.
If the Calculation Agent is unable or unwilling to act as such or is removed by
the Administrative Trustees, the Administrative Trustees will promptly appoint
as a replacement Calculation Agent the London office of a leading bank which is
engaged in transactions in three-month U.S. dollar deposits in Europe and which
does not control or is not controlled by or under common control with the
Administrative Trustee or its Affiliates. The Calculation Agent may not resign
its duties without a successor having been duly appointed.

      (b)   The Calculation Agent shall be required to agree that, as soon as
possible after 11:00 a.m. (London time) on each LIBOR Determination Date, but in
no event later than 11:00 a.m. (London time) on the Business Day immediately
following each LIBOR Determination Date, the Calculation Agent will calculate
the interest rate (rounded to the nearest cent, with half a cent being rounded
upwards) for the related Distribution Date, and will communicate such rate and
amount to the Depositor, the Property Trustee, each Paying Agent and the
Depositary. The Calculation Agent will also specify to the Administrative
Trustees the quotations upon which the foregoing rates and amounts are based
and, in any event, the Calculation Agent shall notify the Administrative
Trustees before 5:00 p.m. (London time) on each LIBOR Determination Date that
either: (i) it has determined or is in the process of determining the foregoing
rates and amounts or (ii) it has not determined and is not in the process of
determining the foregoing rates and amounts, together with its reasons therefor.
The Calculation Agent's determination of the foregoing rates and amounts for any
Distribution Date will (in the absence of manifest error) be final and binding
upon all parties. For the sole purpose of calculating the interest rate for the
Trust Securities, "Business Day" shall be defined as any day on which dealings
in deposits in Dollars are transacted in the London interbank market.

      SECTION 4.11.   Certain Accounting Matters.

      (a)   At all times during the existence of the Trust, the Administrative
Trustees shall keep, or cause to be kept at the principal office of the Trust in
the United States, as defined for purposes of Treasury Regulations section
301.7701-7, full books of account, records and supporting documents, which shall
reflect in reasonable detail each transaction of the Trust. The books of account
shall be maintained on the accrual method of accounting, in accordance with
generally accepted accounting principles, consistently applied.


                                       22



      (b)   The Administrative Trustees shall either (i) if the Depositor is
then subject to such reporting requirements, cause each Form 10-K and Form 10-Q
prepared by the Depositor and filed with the Commission in accordance with the
Exchange Act to be delivered to each Holder, with a copy to the Property
Trustee, within thirty (30) days after the filing thereof or (ii) cause to be
prepared at the principal office of the Trust in the United States, as defined
for purposes of Treasury Regulations section 301.7701-7, and delivered to each
of the Holders, with a copy to the Property Trustee, within ninety (90) days
after the end of each Fiscal Year, annual financial statements of the Trust,
including a balance sheet of the Trust as of the end of such Fiscal Year, and
the related statements of income or loss.

      (c)   If the Depositor or the Guarantor, as the case may be, intends to
file its annual and quarterly information with the Commission in electronic form
pursuant to Regulation S-T of the Commission using the Commission's Electronic
Data Gathering, Analysis and Retrieval ("EDGAR") system, the Administrative
Trustees shall notify the Property Trustee in the manner prescribed herein of
each such annual and quarterly filing. The Property Trustee is hereby authorized
and directed to access the EDGAR system for purposes of retrieving the financial
information so filed. The Property Trustee shall have no duty to search for or
obtain any electronic or other filings that the Depositor or the Guarantor, as
the case may be, makes with the Commission, regardless of whether such filings
are periodic, supplemental or otherwise. Delivery of reports, information and
documents to the Property Trustee pursuant to this Section 4.11(c) shall be
solely for purposes of compliance with this Section 4.11 and, if applicable,
with Section 314(a) of the Trust Indenture Act. The Property Trustee's receipt
of such reports, information and documents shall not constitute notice to it of
the content thereof or any matter determinable from the content thereof,
including the Depositor's or the Guarantor's, as the case may be, compliance
with any of its covenants hereunder, as to which the Property Trustee is
entitled to rely upon Officers' Certificates.

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

                                   ARTICLE V.

                                   SECURITIES

      SECTION 5.1.    Initial Ownership.

      Upon the creation of the Trust and the contribution by the Depositor
referred to in Section 2.3 and until the issuance of the Trust Securities, and
at any time during which no Trust Securities are Outstanding, the Depositor
shall be the sole beneficial owner of the Trust.


                                       23



      SECTION 5.2.    Authorized Trust Securities.

      The Trust shall be authorized to issue one series of Preferred Securities
having an aggregate Liquidation Amount of $25,000,000 and one series of Common
Securities having an aggregate Liquidation Amount of $774,000.

      SECTION 5.3.    Issuance of the Common Securities; Subscription and
Purchase of Notes.

      On the Closing Date, an Administrative Trustee, on behalf of the Trust,
shall execute and deliver to the Depositor Common Securities Certificates,
registered in the name of the Depositor, evidencing an aggregate of 774 Common
Securities having an aggregate Liquidation Amount of $774,000, against receipt
by the Trust of the aggregate purchase price of such Common Securities of
$774,000. Contemporaneously therewith and with the sale by the Trust to the
Holders of an aggregate of 25,000 Preferred Securities having an aggregate
Liquidation Amount of $25,000,000, an Administrative Trustee, on behalf of the
Trust, shall subscribe for and purchase from the Depositor Notes, to be
registered in the name of the Property Trustee on behalf of the Trust and having
an aggregate principal amount equal to $25,774,000, and, in satisfaction of the
purchase price for such Notes, the Property Trustee, on behalf of the Trust,
shall deliver to the Depositor the sum of $25,774,000 (being the aggregate
amount paid by the Holders for the Preferred Securities and the amount paid by
the Depositor for the Common Securities).

      SECTION 5.4.    The Securities Certificates.

      (a)   The Preferred Securities Certificates shall be issued in minimum
denominations of $100,000 Liquidation Amount and integral multiples of $1,000 in
excess thereof, and the Common Securities Certificates shall be issued in
minimum denominations of $10,000 Liquidation Amount and integral multiples of
$1,000 in excess thereof. The Securities Certificates shall be executed on
behalf of the Trust by manual or facsimile signature of at least one
Administrative Trustee. Securities Certificates bearing the signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign such Securities Certificates on behalf of the Trust shall be
validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Securities Certificates or did not have
such authority at the date of delivery of such Securities Certificates.

      (b)   On the Closing Date, upon the written order of an authorized
officer of the Depositor, the Administrative Trustees shall cause Securities
Certificates to be executed on behalf of the Trust and delivered, without
further corporate action by the Depositor, in authorized denominations.

      (c)   The Preferred Securities issued to QIBs shall be, except as
provided in Section 5.6, Book-Entry Preferred Securities issued in the form of
one or more Global Preferred Securities registered in the name of the
Depositary, or its nominee and deposited with the Depositary or the Property
Trustee as custodian for the Depositary for credit by the Depositary to the
respective accounts of the Depositary Participants thereof (or such other
accounts as they


                                       24



may direct). The Preferred Securities issued to a Person other than a QIB shall
be issued in the form of Definitive Preferred Securities Certificates.

      (d)   A Preferred Security shall not be valid until authenticated by the
manual signature of a Responsible Officer of the Property Trustee. Such
signature shall be conclusive evidence that the Preferred Security has been
authenticated under this Trust Agreement. Upon written order of the Trust signed
by one Administrative Trustee, the Property Trustee shall authenticate and
deliver one or more Preferred Security Certificates evidencing the Preferred
Securities for original issue. The Property Trustee may appoint an
authenticating agent that is a U.S. Person acceptable to the Trust to
authenticate the Preferred Securities. A Common Security need not be so
authenticated and shall be valid upon execution by one or more Administrative
Trustees. The form of this certificate of authentication can be found in Section
5.13.

      (e)   Upon issuance of the Trust Securities as provided in this Trust
Agreement, the Trust Securities so issued shall be deemed to be validly issued,
fully paid and nonassessable, and each Holder thereof shall be entitled to the
benefits provided by this Trust Agreement.

      SECTION 5.5.    Rights of Holders.

      The Trust Securities shall have no, and the issuance of the Trust
Securities is not subject to, preemptive or similar rights and when issued and
delivered to Holders against payment of the purchase price therefor will be
fully paid and non-assessable by the Trust. Except as provided in Section
5.11(b), the Holders of the Trust Securities, in their capacities as such, shall
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

      SECTION 5.6.    Book-Entry Preferred Securities.

      (a)   A Global Preferred Security may be exchanged, in whole or in part,
for Definitive Preferred Securities Certificates registered in the names of the
Owners only if such exchange complies with Section 5.7 and (i) the Depositary
advises the Administrative Trustees and the Property Trustee in writing that the
Depositary is no longer willing or able properly to discharge its
responsibilities with respect to the Global Preferred Security, and no qualified
successor is appointed by the Administrative Trustees within ninety (90) days of
receipt of such notice, (ii) the Depositary ceases to be a clearing agency
registered under the Exchange Act and the Administrative Trustees fail to
appoint a qualified successor within ninety (90) days of obtaining knowledge of
such event, (iii) the Administrative Trustees at their option advise the
Property Trustee in writing that the Trust elects to terminate the book-entry
system through the Depositary or (iv) a Note Event of Default has occurred and
is continuing. Upon the occurrence of any event specified in clause (i), (ii),
(iii) or (iv) above, the Administrative Trustees shall notify the Depositary and
instruct the Depositary to notify all Owners of Book-Entry Preferred Securities,
the Delaware Trustee and the Property Trustee of the occurrence of such event
and of the availability of the Definitive Preferred Securities Certificates to
Owners of the Preferred Securities requesting the same. Upon the issuance of
Definitive Preferred Securities Certificates, the Trustees shall recognize the
Holders of the Definitive Preferred Securities Certificates as Holders.
Notwithstanding the foregoing, if an Owner of a beneficial interest in a Global
Preferred Security wishes at any time to transfer an interest in such Global
Preferred Security to


                                       25



a Person other than a QIB, such transfer shall be effected, subject to the
Applicable Depositary Procedures, in accordance with the provisions of this
Section 5.6 and Section 5.7, and the transferee shall receive a Definitive
Preferred Securities Certificate in connection with such transfer. A holder of a
Definitive Preferred Securities Certificate that is a QIB may, upon request, and
in accordance with the provisions of this Section 5.6 and Section 5.7, exchange
such Definitive Preferred Securities Certificate for a beneficial interest in a
Global Preferred Security.

      (b)   If any Global Preferred Security is to be exchanged for Definitive
Preferred Securities Certificates or canceled in part, or if any Definitive
Preferred Securities Certificate is to be exchanged in whole or in part for any
Global Preferred Security, then either (i) such Global Preferred Security shall
be so surrendered for exchange or cancellation as provided in this Article V or
(ii) the aggregate Liquidation Amount represented by such Global Preferred
Security shall be reduced, subject to Section 5.4, or increased by an amount
equal to the Liquidation Amount represented by that portion of the Global
Preferred Security to be so exchanged or canceled, or equal to the Liquidation
Amount represented by such Definitive Preferred Securities Certificates to be so
exchanged for any Global Preferred Security, as the case may be, by means of an
appropriate adjustment made on the records of the Securities Registrar,
whereupon the Property Trustee, in accordance with the Applicable Depositary
Procedures, shall instruct the Depositary or its authorized representative to
make a corresponding adjustment to its records. Upon any such surrender to the
Administrative Trustees or the Securities Registrar of any Global Preferred
Security or Securities by the Depositary, accompanied by registration
instructions, the Administrative Trustees, or any one of them, shall execute the
Definitive Preferred Securities Certificates in accordance with the instructions
of the Depositary, and the Property Trustee, upon receipt thereof, shall
authenticate and deliver such Definitive Preferred Securities Certificates. None
of the Securities Registrar or the Trustees shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be fully
protected in relying on, such instructions.

      (c)   Every Securities Certificate executed and delivered upon
registration or transfer of, or in exchange for or in lieu of, a Global
Preferred Security or any portion thereof shall be executed and delivered in the
form of, and shall be, a Global Preferred Security, unless such Securities
Certificate is registered in the name of a Person other than the Depositary for
such Global Preferred Security or a nominee thereof.

      (d)   The Depositary or its nominee, as registered owner of a Global
Preferred Security, shall be the Holder of such Global Preferred Security for
all purposes under this Trust Agreement and the Global Preferred Security, and
Owners with respect to a Global Preferred Security shall hold such interests
pursuant to the Applicable Depositary Procedures. The Securities Registrar and
the Trustees shall be entitled to deal with the Depositary for all purposes of
this Trust Agreement relating to the Global Preferred Securities (including the
payment of the Liquidation Amount of and Distributions on the Book-Entry
Preferred Securities represented thereby and the giving of instructions or
directions by Owners of Book-Entry Preferred Securities represented thereby and
the giving of notices) as the sole Holder of the Book-Entry Preferred Securities
represented thereby and shall have no obligations to the Owners thereof. None of
the Trustees nor the Securities Registrar shall have any liability in respect of
any transfers effected by the Depositary.


                                       26



      (e)   The rights of the Owners of the Book-Entry Preferred Securities
shall be exercised only through the Depositary and shall be limited to those
established by law, the Applicable Depositary Procedures and agreements between
such Owners and the Depositary and/or the Depositary Participants; provided,
that, solely for the purpose of determining whether the Holders of the requisite
amount of Preferred Securities have voted on any matter provided for in this
Trust Agreement, to the extent that Preferred Securities are represented by a
Global Preferred Security, the Trustees may conclusively rely on, and shall be
fully protected in relying on, any written instrument (including a proxy)
delivered to the Property Trustee by the Depositary setting forth the Owners'
votes or assigning the right to vote on any matter to any other Persons either
in whole or in part. To the extent that Preferred Securities are represented by
a Global Preferred Security, the initial Depositary will make book-entry
transfers among the Depositary Participants and receive and transmit payments on
the Preferred Securities that are represented by a Global Preferred Security to
such Depositary Participants, and none of the Depositor or the Trustees shall
have any responsibility or obligation with respect thereto.

      (f)   To the extent that a notice or other communication to the Holders
is required under this Trust Agreement, for so long as Preferred Securities are
represented by a Global Preferred Security, the Trustees shall give all such
notices and communications to the Depositary, and shall have no obligations to
the Owners.

      SECTION 5.7.    Registration of Transfer and Exchange of Preferred
Securities Certificates.

      (a)   The Property Trustee shall keep or cause to be kept, at the
Corporate Trust Office, a register or registers (the "Securities Register") in
which the registrar and transfer agent with respect to the Trust Securities (the
"Securities Registrar"), subject to such reasonable regulations as it may
prescribe, shall provide for the registration of Preferred Securities
Certificates and Common Securities Certificates and registration of transfers
and exchanges of Preferred Securities Certificates as herein provided. The
Property Trustee shall at all times also be the Securities Registrar. The
provisions of Article VIII shall apply to the Property Trustee in its role as
Securities Registrar.

      (b)   Subject to Section 5.7(d), upon surrender for registration of
transfer of any Preferred Securities Certificate at the office or agency
maintained pursuant to Section 5.7(f), the Administrative Trustees or any one of
them shall execute by manual or facsimile signature and deliver to the Property
Trustee, and upon receipt thereof the Property Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Preferred Securities Certificates in authorized denominations of a like
aggregate Liquidation Amount as may be required by this Trust Agreement dated
the date of execution by such Administrative Trustee or Trustees. At the option
of a Holder, Preferred Securities Certificates may be exchanged for other
Preferred Securities Certificates in authorized denominations and of a like
aggregate Liquidation Amount upon surrender of the Preferred Securities
Certificate to be exchanged at the office or agency maintained pursuant to
Section 5.7(f). Whenever any Preferred Securities Certificates are so
surrendered for exchange, the Administrative Trustees or any one of them shall
execute by manual or facsimile signature and deliver to the Property Trustee,
and upon receipt thereof the Property Trustee shall authenticate and deliver,
the Preferred Securities Certificates that the Holder making the exchange is
entitled to receive.


                                       27



      (c)   The Securities Registrar shall not be required, (i) to issue,
register the transfer of or exchange any Preferred Security during a period
beginning at the opening of business fifteen (15) days before the day of
selection for redemption of such Preferred Securities pursuant to Article IV and
ending at the close of business on the day of mailing of the notice of
redemption or (ii) to register the transfer of or exchange any Preferred
Security so selected for redemption in whole or in part, except, in the case of
any such Preferred Security to be redeemed in part, any portion thereof not to
be redeemed.

      (d)   Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Securities
Registrar duly executed by the Holder or such Holder's attorney duly authorized
in writing and (i) if such Preferred Securities Certificate is being transferred
otherwise than to a QIB, accompanied by a certificate of the transferee
substantially in the form set forth as Exhibit E hereto or (ii) if such
Preferred Securities Certificate is being transferred to a QIB, accompanied by a
certificate of the transferor substantially in the form set forth as Exhibit F
hereto.

      (e)   No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Property Trustee on
behalf of the Trust may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Preferred Securities Certificates.

      (f)   The Administrative Trustees shall designate an office or offices or
agency or agencies where Preferred Securities Certificates may be surrendered
for registration of transfer or exchange, and initially designate the Corporate
Trust Office as its office and agency for such purposes. The Administrative
Trustees shall give prompt written notice to the Depositor, the Property Trustee
and to the Holders of any change in the location of any such office or agency.

      SECTION 5.8.    Mutilated, Destroyed, Lost or Stolen Securities
Certificates.

      (a)   If any mutilated Securities Certificate shall be surrendered to the
Securities Registrar together with such security or indemnity as may be required
by the Securities Registrar and the Administrative Trustees to save each of them
harmless, the Administrative Trustees, or any one of them, on behalf of the
Trust, shall execute and make available for delivery and, with respect to
Preferred Securities, the Property Trustee shall authenticate, in exchange
therefor a new Securities Certificate of like class, tenor and denomination.

      (b)   If the Securities Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Securities Certificate and
there shall be delivered to the Securities Registrar and the Administrative
Trustees such security or indemnity as may be required by them to save each of
them harmless, then in the absence of notice that such Securities Certificate
shall have been acquired by a protected purchaser, the Administrative Trustees,
or any one of them, on behalf of the Trust, shall execute and make available for
delivery, and, with respect to Preferred Securities, the Property Trustee shall
authenticate, in exchange for or in lieu of any such destroyed, lost or stolen
Securities Certificate, a new Securities Certificate of like class, tenor and
denomination.


                                       28



      (c)   In connection with the issuance of any new Securities Certificate
under this Section 5.8, the Administrative Trustees or the Securities Registrar
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.

      (d)   Any duplicate Securities Certificate issued pursuant to this
Section 5.8 shall constitute conclusive evidence of an undivided beneficial
interest in the assets of the Trust corresponding to that evidenced by the
mutilated, lost, stolen or destroyed Securities Certificate, as if originally
issued, whether or not the lost, stolen or destroyed Securities Certificate
shall be found at any time.

      (e)   If any such mutilated, destroyed, lost or stolen Securities
Certificate has become or is about to become due and payable, the Depositor in
its discretion may, instead of issuing a new Trust Security, pay such Trust
Security.

      (f)   The provisions of this Section 5.8 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement of mutilated, destroyed, lost or stolen Securities Certificates.

      SECTION 5.9.    Persons Deemed Holders.

      The Trustees and the Securities Registrar shall each treat the Person in
whose name any Securities Certificate shall be registered in the Securities
Register as the owner of the Trust Securities evidenced by such Securities
Certificate for the purpose of receiving Distributions and for all other
purposes whatsoever, and none of the Trustees and the Securities Registrar shall
be bound by any notice to the contrary.

      SECTION 5.10.   Cancellation.

      All Preferred Securities Certificates surrendered for registration of
transfer or exchange or for payment shall, if surrendered to any Person other
than the Property Trustee, be delivered to the Property Trustee, and any such
Preferred Securities Certificates and Preferred Securities Certificates
surrendered directly to the Property Trustee for any such purpose shall be
promptly canceled by it. The Administrative Trustees may at any time deliver to
the Property Trustee for cancellation any Preferred Securities Certificates
previously delivered hereunder that the Administrative Trustees may have
acquired in any manner whatsoever, and all Preferred Securities Certificates so
delivered shall be promptly canceled by the Property Trustee. No Preferred
Securities Certificates shall be executed and delivered in lieu of or in
exchange for any Preferred Securities Certificates canceled as provided in this
Section 5.10, except as expressly permitted by this Trust Agreement. All
canceled Preferred Securities Certificates shall be disposed of by the Property
Trustee in accordance with its customary practices and the Property Trustee
shall deliver to the Administrative Trustees a certificate of such disposition.

      SECTION 5.11.   Ownership of Common Securities by Depositor.

      (a)   On the Closing Date, the Depositor shall acquire, and thereafter
shall retain, beneficial and record ownership of the Common Securities. Neither
the Depositor nor any successor Holder of the Common Securities may transfer
less than all the Common Securities,


                                       29



and the Depositor or any such successor Holder may transfer the Common
Securities only (i) in connection with a consolidation or merger of the
Depositor into another Person, or any conveyance, transfer or lease by the
Depositor of its properties and assets substantially as an entirety to any
Person (in which event such Common Securities will be transferred to such
surviving entity, transferee or lessee, as the case may be), pursuant to Section
8.1 of the Indenture or (ii) to the Depositor or an Affiliate of the Depositor,
in each such case in compliance with applicable law (including the Securities
Act, and applicable state securities and blue sky laws). To the fullest extent
permitted by law, any attempted transfer of the Common Securities other than as
set forth in the immediately preceding sentence shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Depositor to contain a legend stating substantially "THIS CERTIFICATE IS NOT
TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE
TRUST AGREEMENT."

      (b)   Any Holder of the Common Securities shall be liable for the debts
and obligations of the Trust in the manner and to the extent set forth with
respect to the Depositor and agrees that it shall be subject to all liabilities
to which the Depositor may be subject and, prior to becoming such a Holder,
shall deliver to the Administrative Trustees an instrument of assumption
satisfactory to such Trustees.

      SECTION 5.12.   Restricted Legends.

      (a)   Each Preferred Security Certificate shall bear a legend in
substantially the following form:

      "[IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS PREFERRED SECURITY IS
      A GLOBAL SECURITY WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER
      REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY
      ("DTC") OR A NOMINEE OF DTC. THIS PREFERRED SECURITY IS EXCHANGEABLE FOR
      SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS
      NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST
      AGREEMENT, AND NO TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A
      TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC
      OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED
      EXCEPT IN LIMITED CIRCUMSTANCES.

      UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC TO MORTGAGEIT CAPITAL TRUST II OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
      IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
      HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL


                                       30



      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.]

      THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
      ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT
      OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SUCH PREFERRED SECURITIES
      OR ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
      IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
      EACH PURCHASER OF ANY PREFERRED SECURITIES IS HEREBY NOTIFIED THAT THE
      SELLER OF THE PREFERRED SECURITIES MAY BE RELYING ON THE EXEMPTION FROM
      THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
      UNDER THE SECURITIES ACT.

      THE HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE
      AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH
      PREFERRED SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY
      (I) TO THE TRUST, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
      A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR
      (III) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
      SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT
      THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF
      AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2),
      (3) OR (7) OF RULE 501, 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, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
      LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
      JURISDICTION AND, IN THE CASE OF (III), SUBJECT TO THE RIGHT OF THE TRUST
      AND THE DEPOSITOR TO REQUIRE AN OPINION OF COUNSEL ADDRESSING COMPLIANCE
      WITH THE U.S. SECURITIES LAWS, AND OTHER INFORMATION SATISFACTORY TO EACH
      OF THEM AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY PREFERRED
      SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

      THE PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN
      BLOCKS HAVING AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.
      TO THE FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF
      PREFERRED SECURITIES, OR ANY INTEREST THEREIN, IN A BLOCK HAVING AN
      AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 AND MULTIPLES OF $1,000
      IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
      WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SUCH PURPORTED


                                       31



      TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH PREFERRED
      SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
      LIQUIDATION AMOUNT OF OR DISTRIBUTIONS ON SUCH PREFERRED SECURITIES, OR
      ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO
      HAVE NO INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.

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

      (b)   The above legend shall not be removed from any of the Preferred
Securities Certificates unless there is delivered to the Property Trustee and
the Depositor satisfactory evidence, which may include an Opinion of Counsel, as
may be reasonably required to ensure that any future transfers thereof may be
made without restriction under or violation of the provisions of the Securities
Act and other applicable law. Upon provision of such satisfactory evidence, one
or more of the Administrative Trustees on behalf of the Trust shall execute and
deliver to the Property Trustee, and the Property Trustee shall authenticate and
deliver, at the written direction of the Administrative Trustees and the
Depositor, Preferred Securities Certificates that do not bear the legend.


                                       32



      SECTION 5.13.   Form of Certificate of Authentication.

      The Property Trustee's certificate of authentication shall be in
substantially the following form:

      This represents Preferred Securities referred to in the within-mentioned
Trust Agreement.

Dated:                               Wilmington Trust Company, not in its
                                     individual capacity, but solely as Property
                                     Trustee

                                     By:  ______________________________________
                                          Authorized officer

                                   ARTICLE VI.

                        MEETINGS; VOTING; ACTS OF HOLDERS

      SECTION 6.1.    Notice of Meetings.

      Notice of all meetings of the Holders of the Preferred Securities, stating
the time, place and purpose of the meeting, shall be given by the Property
Trustee pursuant to Section 10.8 to each Holder of Preferred Securities, at such
Holder's registered address, at least fifteen (15) days and not more than ninety
(90) days before the meeting. At any such meeting, any business properly before
the meeting may be so considered whether or not stated in the notice of the
meeting. Any adjourned meeting may be held as adjourned without further notice.

      SECTION 6.2.    Meetings of Holders of the Preferred Securities.

      (a)   No annual meeting of Holders is required to be held. The Property
Trustee, however, shall call a meeting of the Holders of the Preferred
Securities to vote on any matter upon the written request of the Holders of at
least twenty five percent (25%) in aggregate Liquidation Amount of the
Outstanding Preferred Securities and the Administrative Trustees or the Property
Trustee may, at any time in their discretion, call a meeting of the Holders of
the Preferred Securities to vote on any matters as to which such Holders are
entitled to vote.

      (b)   The Holders of at least a Majority in Liquidation Amount of the
Preferred Securities, present in person or by proxy, shall constitute a quorum
at any meeting of the Holders of the Preferred Securities.

      (c)   If a quorum is present at a meeting, an affirmative vote by the
Holders present, in person or by proxy, holding Preferred Securities
representing at least a Majority in Liquidation Amount of the Preferred
Securities held by the Holders present, either in person or by proxy, at such
meeting shall constitute the action of the Holders of the Preferred Securities,
unless this Trust Agreement requires a lesser or greater number of affirmative
votes.


                                       33



      SECTION 6.3.    Voting Rights.

      Holders shall be entitled to one vote for each $10,000 of Liquidation
Amount represented by their Outstanding Trust Securities in respect of any
matter as to which such Holders are entitled to vote.

      SECTION 6.4.    Proxies, Etc.

      At any meeting of Holders, any Holder entitled to vote thereat may vote by
proxy, provided, that no proxy shall be voted at any meeting unless it shall
have been placed on file with the Administrative Trustees, or with such other
officer or agent of the Trust as the Administrative Trustees may direct, for
verification prior to the time at which such vote shall be taken. Pursuant to a
resolution of the Property Trustee, proxies may be solicited in the name of the
Property Trustee or one or more officers of the Property Trustee. Only Holders
of record shall be entitled to vote. When Trust Securities are held jointly by
several Persons, any one of them may vote at any meeting in person or by proxy
in respect of such Trust Securities, but if more than one of them shall be
present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities. A proxy purporting to be executed
by or on behalf of a Holder shall be deemed valid unless challenged at or prior
to its exercise, and the burden of proving invalidity shall rest on the
challenger. No proxy shall be valid more than three years after its date of
execution.

      SECTION 6.5.    Holder Action by Written Consent.

      Any action that may be taken by Holders at a meeting may be taken without
a meeting and without prior notice if Holders holding at least a Majority in
Liquidation Amount of all Preferred Securities entitled to vote in respect of
such action (or such lesser or greater proportion thereof as shall be required
by any other provision of this Trust Agreement) shall consent to the action in
writing; provided, that notice of such action is promptly provided to the
Holders of Preferred Securities that did not consent to such action. Any action
that may be taken by the Holders of all the Common Securities may be taken
without a meeting and without prior notice if such Holders shall consent to the
action in writing.

      SECTION 6.6.    Record Date for Voting and Other Purposes.

      Except as provided in Section 6.10(a), for the purposes of determining the
Holders who are entitled to notice of and to vote at any meeting or to act by
written consent, or to participate in any distribution on the Trust Securities
in respect of which a record date is not otherwise provided for in this Trust
Agreement, or for the purpose of any other action, the Administrative Trustees
may from time to time fix a date, not more than ninety (90) days prior to the
date of any meeting of Holders or the payment of a Distribution or other action,
as the case may be, as a record date for the determination of the identity of
the Holders of record for such purposes.

      SECTION 6.7.    Acts of Holders.

      (a)   Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Trust Agreement to be
given, made or taken by Holders may


                                       34



be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent thereof duly appointed in
writing; and, except as otherwise expressly provided herein, such action shall
become effective when such instrument or instruments are delivered to an
Administrative Trustee. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Trust Agreement and conclusive in favor of the Trustees,
if made in the manner provided in this Section 6.7.

      (b)   The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than such signer's
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of such signer's authority. The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner that any Trustee receiving the same
deems sufficient.

      (c)   The ownership of Trust Securities shall be proved by the Securities
Register.

      (d)   Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Trust Security shall bind every future
Holder of the same Trust Security and the Holder of every Trust Security issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustees, the Administrative Trustees or the Trust in reliance thereon, whether
or not notation of such action is made upon such Trust Security.

      (e)   Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Trust Security may do so with
regard to all or any part of the Liquidation Amount of such Trust Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such Liquidation Amount.

      (f)   If any dispute shall arise among the Holders or the Trustees with
respect to the authenticity, validity or binding nature of any request, demand,
authorization, direction, notice, consent, waiver or other Act of such Holder or
Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

      SECTION 6.8.    Inspection of Records.

      Upon reasonable written notice to the Administrative Trustees and the
Property Trustee, the records of the Trust shall be open to inspection by any
Holder during normal business hours for any purpose reasonably related to such
Holder's interest as a Holder.


                                       35



      SECTION 6.9.    Limitations on Voting Rights.

      (a)   Except as expressly provided in this Trust Agreement and in the
Indenture and as otherwise required by law, no Holder of Preferred Securities
shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Securities Certificates, be construed so as to constitute the Holders
from time to time as partners or members of an association.

      (b)   So long as any Notes are held by the Property Trustee on behalf of
the Trust, the Property Trustee shall not (i) direct the time, method and place
of conducting any proceeding for any remedy available to the Note Trustee, or
exercise any trust or power conferred on the Property Trustee with respect to
the Notes, (ii) waive any past default that may be waived under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Notes shall be due and payable or (iv) consent to any
amendment, modification or termination of the Indenture or the Notes, where such
consent shall be required, without, in each case, obtaining the prior approval
of the Holders of at least a Majority in Liquidation Amount of the Preferred
Securities; provided, that where a consent under the Indenture would require the
consent of each holder of Notes (or each Holder of Preferred Securities)
affected thereby, no such consent shall be given by the Property Trustee without
the prior written consent of each Holder of Preferred Securities. The Property
Trustee shall not revoke any action previously authorized or approved by a vote
of the Holders of the Preferred Securities, except by a subsequent vote of the
Holders of the Preferred Securities. In addition to obtaining the foregoing
approvals of the Holders of the Preferred Securities, prior to taking any of the
foregoing actions, the Property Trustee shall, at the expense of the Depositor,
obtain an Opinion of Counsel experienced in such matters to the effect that such
action shall not cause the Trust to be taxable as a corporation or classified as
other than a grantor trust for United States federal income tax purposes.

      (c)   If any proposed amendment to the Trust Agreement provides for, or
the Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers, preferences or special rights of the
Preferred Securities, whether by way of amendment to the Trust Agreement or
otherwise or (ii) the dissolution, winding-up or termination of the Trust, other
than pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Preferred Securities as a class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a Majority in Liquidation
Amount of the Preferred Securities. Notwithstanding any other provision of this
Trust Agreement, no amendment to this Trust Agreement may be made if, as a
result of such amendment, it would cause the Trust to be taxable as a
corporation or classified as other than a grantor trust for United States
federal income tax purposes.

      SECTION 6.10.   Acceleration of Maturity; Rescission of Annulment; Waivers
of Past Defaults.

      (a)   For so long as any Preferred Securities remain Outstanding, if,
upon a Note Event of Default, the Note Trustee fails or the holders of not less
than twenty five percent (25%) in principal amount of the outstanding Notes fail
to declare the principal of all of the Notes to be


                                       36



immediately due and payable, the Holders of at least twenty-five percent (25%)
in Liquidation Amount of the Preferred Securities then Outstanding shall have
the right to make such declaration by a notice in writing to the Property
Trustee, the Depositor and the Note Trustee. At any time after a declaration of
acceleration with respect to the Notes has been made and before a judgment or
decree for payment of the money due has been obtained by the Note Trustee as
provided in the Indenture, the Holders of at least a Majority in Liquidation
Amount of the Preferred Securities, by written notice to the Property Trustee,
the Depositor and the Note Trustee, may rescind and annul such declaration and
its consequences if:

            (i)     the Depositor has paid or deposited with the Note Trustee a
      sum sufficient to pay:

                    (A)   all overdue installments of interest on all of the
            Notes;

                    (B)   any accrued Additional Interest on all of the Notes;

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

                    (D)   all sums paid or advanced by the Note Trustee under
            the Indenture and the reasonable compensation, expenses,
            disbursements and advances of the Note Trustee, the Property Trustee
            and their agents and counsel; and

            (ii)    all Note Events of Default, other than the non-payment of
      the principal of the Notes that has become due solely by such
      acceleration, have been cured or waived as provided in Section 5.13 of the
      Indenture.

      Upon receipt by the Property Trustee of written notice requesting such an
acceleration, or rescission and annulment thereof, by Holders of any part of the
Preferred Securities, a record date shall be established for determining Holders
of Outstanding Preferred Securities entitled to join in such notice, which
record date shall be at the close of business on the day the Property Trustee
receives such notice. The Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to join in such notice,
whether or not such Holders remain Holders after such record date; provided,
that, unless such declaration of acceleration, or rescission and annulment, as
the case may be, shall have become effective by virtue of the requisite
percentage having joined in such notice prior to the day that is ninety (90)
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such ninety (90)-day period, a new written notice of
declaration of acceleration, or rescission and annulment thereof, as the case
may be, that is identical to a written notice that has been canceled pursuant to
the proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 6.10(a).

      (b)   For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Note Event of Default specified in paragraph (a) or
(b) of Section 5.1 of the Indenture, any Holder of


                                       37



Preferred Securities shall have the right to institute a proceeding directly
against the Depositor or the Guarantor, pursuant to Section 5.8 of the
Indenture, for enforcement of payment to such Holder of any amounts payable in
respect of Notes having an aggregate principal amount equal to the aggregate
Liquidation Amount of the Preferred Securities of such Holder. Except as set
forth in Section 6.10(a) and this Section 6.10(b), the Holders of Preferred
Securities shall have no right to exercise directly any right or remedy
available to the holders of, or in respect of, the Notes.

      (c)   Notwithstanding paragraphs (a) and (b) of this Section 6.10, the
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
may, on behalf of the Holders of all the Preferred Securities, waive any Note
Event of Default, except any Note Event of Default arising from the failure to
pay any principal of or premium, if any, or interest on (including any
Additional Interest) the Notes (unless such Note Event of Default has been cured
and a sum sufficient to pay all matured installments of interest and all
principal and premium, if any, on all Notes due otherwise than by acceleration
has been deposited with the Note Trustee) or a Note Event of Default in respect
of a covenant or provision that under the Indenture cannot be modified or
amended without the consent of the holder of each outstanding Note. Upon any
such waiver, such Note Event of Default shall cease to exist and any Note Event
of Default arising therefrom shall be deemed to have been cured for every
purpose of the Indenture; but no such waiver shall affect any subsequent Note
Event of Default or impair any right consequent thereon.

      (d)   Notwithstanding paragraphs (a) and (b) of this Section 6.10, the
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
may, on behalf of the Holders of all the Preferred Securities, waive any past
Event of Default and its consequences. Upon such waiver, any such Event of
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Trust Agreement, but no
such waiver shall extend to any subsequent or other Event of Default or impair
any right consequent thereon.

      (e)   The Holders of a Majority in Liquidation Amount of the Preferred
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee in
respect of this Trust Agreement or the Notes or exercising any trust or power
conferred upon the Property Trustee under this Trust Agreement; provided, that,
subject to Sections 8.5 and 8.7, the Property Trustee shall have the right to
decline to follow any such direction if the Property Trustee being advised by
counsel determines that the action so directed may not lawfully be taken, or if
the Property Trustee in good faith shall, by an officer or officers of the
Property Trustee, determine that the proceedings so directed would be illegal or
involve it in personal liability or be unduly prejudicial to the rights of
Holders not party to such direction, and provided, further, that nothing in this
Trust Agreement shall impair the right of the Property Trustee to take any
action deemed proper by the Property Trustee and which is not inconsistent with
such direction.


                                       38



                                  ARTICLE VII.

                         REPRESENTATIONS AND WARRANTIES

      SECTION 7.1.    Representations and Warranties of the Property Trustee and
the Delaware Trustee.

      The Property Trustee and the Delaware Trustee, each severally on behalf of
and as to itself, hereby represents and warrants for the benefit of the
Depositor, the Guarantor and the Holders that:

      (a)   the Property Trustee is a Delaware banking corporation with trust
powers, duly organized, validly existing and in good standing under the laws of
the State of Delaware;

      (b)   the Property Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

      (c)   the Delaware Trustee is a Delaware banking corporation, duly
organized with trust powers, validly existing and in good standing under the
laws of the State of Delaware and with its principal place of business in the
State of Delaware;

      (d)   the Delaware Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

      (e)   this Trust Agreement has been duly authorized, executed and
delivered by the Property Trustee and the Delaware Trustee and constitutes the
legal, valid and binding agreement of each of the Property Trustee and the
Delaware Trustee enforceable against each of them in accordance with its terms,
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general principles of equity and the
discretion of the court (regardless of whether considered in a proceeding in
equity or at law);

      (f)   the execution, delivery and performance of this Trust Agreement have
been duly authorized by all necessary corporate or other action on the part of
the Property Trustee and the Delaware Trustee and do not require any approval of
stockholders of the Property Trustee and the Delaware Trustee and such
execution, delivery and performance will not (i) violate the Charter or By-laws
of the Property Trustee or the Delaware Trustee or (ii) violate any applicable
law, governmental rule or regulation of the United States or the State of
Delaware, as the case may be, governing the banking and trust powers of the
Property Trustee or the Delaware Trustee or any order, judgment or decree
applicable to the Property Trustee or the Delaware Trustee;

      (g)   neither the authorization, execution or delivery by the Property
Trustee or the Delaware Trustee of this Trust Agreement nor the consummation of
any of the transactions by the Property Trustee or the Delaware Trustee
contemplated herein requires the consent or approval of, the giving of notice
to, the registration with or the taking of any other action with respect to any
governmental authority or agency under any existing law of the United States or


                                       39



the State of Delaware governing the banking and trust powers of the Property
Trustee or the Delaware Trustee, as the case may be; and

      (h)   to the best of each of the Property Trustee's and the Delaware
Trustee's knowledge, there are no proceedings pending or threatened against or
affecting the Property Trustee or the Delaware Trustee in any court or before
any governmental authority, agency or arbitration board or tribunal that,
individually or in the aggregate, would materially and adversely affect the
Trust or would question the right, power and authority of the Property Trustee
or the Delaware Trustee, as the case may be, to enter into or perform its
obligations as one of the Trustees under this Trust Agreement.

      SECTION 7.2.    Representations and Warranties of Depositor.

      The Depositor hereby represents and warrants for the benefit of the
Holders that:

      (a)   the Depositor is a corporation duly organized, validly existing and
in good standing under the laws of its state of incorporation;

      (b)   the Depositor has full corporate power, authority and legal right to
execute, deliver and perform its obligations under this Trust Agreement and has
taken all necessary action to authorize the execution, delivery and performance
by it of this Trust Agreement;

      (c)   this Trust Agreement has been duly authorized, executed and
delivered by the Depositor and constitutes the legal, valid and binding
agreement of the Depositor enforceable against the Depositor in accordance with
its terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and to general principles of equity;

      (d)   the Securities Certificates issued at the Closing Date on behalf of
the Trust have been duly authorized and will have been duly and validly
executed, issued and delivered by the applicable Trustees pursuant to the terms
and provisions of, and in accordance with the requirements of, this Trust
Agreement and the Holders will be, as of such date, entitled to the benefits of
this Trust Agreement;

      (e)   the execution, delivery and performance of this Trust Agreement have
been duly authorized by all necessary corporate or other action on the part of
the Depositor and do not require any approval of stockholders of the Depositor
and such execution, delivery and performance will not (i) violate the articles
or certificate of incorporation or by-laws (or other organizational documents)
of the Depositor or (ii) violate any applicable law, governmental rule or
regulation governing the Depositor or any material portion of its property or
any order, judgment or decree applicable to the Depositor or any material
portion of its property;

      (f)   neither the authorization, execution or delivery by the Depositor of
this Trust Agreement nor the consummation of any of the transactions by the
Depositor contemplated herein requires the consent or approval of, the giving of
notice to, the registration with or the taking of any other action with respect
to any governmental authority or agency under any existing law governing the
Depositor or any material portion of its property; and


                                       40



      (g)   there are no proceedings pending or, to the best of the Depositor's
knowledge, threatened against or affecting the Depositor or any material portion
of its property in any court or before any governmental authority, agency or
arbitration board or tribunal that, individually or in the aggregate, would
materially and adversely affect the Trust or would question the right, power and
authority of the Depositor, as the case may be, to enter into or perform its
obligations under this Trust Agreement.

                                  ARTICLE VIII.

                                  THE TRUSTEES

      SECTION 8.1.    Number of Trustees.

      The number of Trustees shall be five (5), provided, that the Property
Trustee and the Delaware Trustee may be the same Person, in which case the
number of Trustees shall be four (4). The number of Trustees may be increased or
decreased by Act of the Holder of the Common Securities subject to Sections 8.2,
8.3, and 8.4. The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul, dissolve or terminate the Trust.

      SECTION 8.2.    Property Trustee Required.

      There shall at all times be a Property Trustee hereunder with respect to
the Trust Securities. The Property Trustee shall be a corporation organized and
doing business under the laws of the United States or of any state thereof,
authorized to exercise corporate trust powers, having a combined capital and
surplus of at least fifty million dollars ($50,000,000), subject to supervision
or examination by federal or state authority and having an office within the
United States. If any such Person publishes reports of condition at least
annually pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section 8.2, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Property Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.2, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article VIII.

      SECTION 8.3.    Delaware Trustee Required.

      (a)   If required by the Delaware Statutory Trust Act, there shall at all
times be a Delaware Trustee with respect to the Trust Securities. The Delaware
Trustee shall either be (i) a natural person who is at least 21 years of age and
a resident of the State of Delaware or (ii) a legal entity that has its
principal place of business in the State of Delaware, otherwise meets the
requirements of applicable Delaware law and shall act through one or more
persons authorized to bind such entity. If at any time the Delaware Trustee
shall cease to be eligible in accordance with the provisions of this Section
8.3, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article VIII.

      (b)   The Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities, of
the Property Trustee or the


                                       41



Administrative Trustees set forth herein. The Delaware Trustee shall be one of
the trustees of the Trust for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Delaware Statutory Trust Act and for taking
such actions as are required to be taken by a Delaware trustee under the
Delaware Statutory Trust Act. The duties (including fiduciary duties),
liabilities and obligations of the Delaware Trustee shall be limited to (a)
accepting legal process served on the Trust in the State of Delaware and (b) the
execution of any certificates required to be filed with the Secretary of State
of the State of Delaware that the Delaware Trustee is required to execute under
Section 3811 of the Delaware Statutory Trust Act and there shall be no other
duties (including fiduciary duties) or obligations, express or implied, at law
or in equity, of the Delaware Trustee.

      SECTION 8.4.    Appointment of Administrative Trustees.

      (a)   There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities. Each Administrative Trustee
shall be either a natural person who is at least 21 years of age or a legal
entity that shall act through one or more persons authorized to bind that
entity. Each of the individuals identified as an "Administrative Trustee" in the
preamble of this Trust Agreement hereby accepts his or her appointment as such.

      (b)   Except where a requirement for action by a specific number of
Administrative Trustees is expressly set forth in this Trust Agreement, any act
required or permitted to be taken by, and any power of the Administrative
Trustees may be exercised by, or with the consent of, any one such
Administrative Trustee. Whenever a vacancy in the number of Administrative
Trustees shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 8.11, the Administrative
Trustees in office, regardless of their number (and notwithstanding any other
provision of this Trust Agreement), shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Trust Agreement.

      SECTION 8.5.    Duties and Responsibilities of the Trustees.

      (a)   The rights, immunities, duties and responsibilities of the Trustees
shall be as provided by this Trust Agreement and there shall be no other duties
(including fiduciary duties) or obligations, express or implied, at law or in
equity, of the Trustees; provided, however, that if an Event of Default known to
the Property Trustee has occurred and is continuing, the Property Trustee shall,
prior to the receipt of directions, if any, from the Holders of at least a
Majority in Liquidation Amount of the Preferred Securities, exercise such of the
rights and powers vested in it by this Trust Agreement, and use the same degree
of care and skill in its exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person's own affairs.
Notwithstanding the foregoing, no provision of this Trust Agreement shall
require any of the Trustees to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its or their rights or powers, if it or they shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not herein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section
8.5. To the extent that, at law or in equity, a Trustee has duties and
liabilities


                                       42



relating to the Trust or to the Holders, such Trustee shall not be liable to the
Trust or to any Holder for such Trustee's 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 the Trustees otherwise existing
at law or in equity, are agreed by the Depositor, the Guarantor and the Holders
to replace such other duties and liabilities of the Trustees.

      (b)   All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof. Each Holder,
by its acceptance of a Trust Security, agrees that it will look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 8.5(b)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Trust Agreement.

      (c)   No provisions of this Trust Agreement shall be construed to relieve
the Property Trustee from liability with respect to matters that are within the
authority of the Property Trustee under this Trust Agreement for its own
negligent action, negligent failure to act or willful misconduct, except that:

            (i)     the Property Trustee shall not be liable for any error or
      judgment made in good faith by an authorized officer of the Property
      Trustee, unless it shall be proved that the Property Trustee was negligent
      in ascertaining the pertinent facts;

            (ii)    the Property Trustee shall not be liable with respect to any
      action taken or omitted to be taken by it in good faith in accordance with
      the direction of the Holders of at least a Majority in Liquidation Amount
      of the Preferred Securities relating to the time, method and place of
      conducting any proceeding for any remedy available to the Property Trustee
      hereunder or under the Indenture, or exercising any trust or power
      conferred upon the Property Trustee under this Trust Agreement;

            (iii)   the Property Trustee's sole duty with respect to the
      custody, safe keeping and physical preservation of the Notes and the
      Payment Account shall be to deal with such Property in a similar manner as
      the Property Trustee deals with similar property for its own account,
      subject to the protections and limitations on liability afforded to the
      Property Trustee under this Trust Agreement;

            (iv)    the Property Trustee shall not be liable for any interest on
      any money received by it; and money held by the Property Trustee need not
      be segregated from other funds held by it except in relation to the
      Payment Account maintained by the Property Trustee pursuant to Section 3.1
      and except to the extent otherwise required by law; and

            (v)     the Property Trustee shall not be responsible for monitoring
      the compliance by the Administrative Trustees, the Guarantor or the
      Depositor with their


                                       43



      respective duties under this Trust Agreement, nor shall the Property
      Trustee be liable for the default or misconduct of any other Trustee, the
      Guarantor or the Depositor.

      SECTION 8.6.    Notices of Defaults and Extensions.

      (a)   Within ninety (90) days after the occurrence of a default actually
known to the Property Trustee, the Property Trustee shall transmit notice of
such default to the Holders, the Administrative Trustees, the Guarantor and the
Depositor, unless such default shall have been cured or waived; provided, that,
except in the case of a default in the payment of the principal of or any
premium or interest (including any Additional Interest) on any Trust Security,
the Property Trustee shall be fully protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee
of directors and/or Responsible Officers of the Property Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Trust Securities. For the purpose of this Section 8.6, the term
"default" means any event that is, or after notice or lapse of time or both
would become, an Event of Default.

      (b)   RESERVED.

      (c)   The Property Trustee shall not be deemed to have knowledge of any
default or Event of Default unless the Property Trustee shall have received
written notice thereof from the Depositor, the Guarantor, any Administrative
Trustee or any Holder or unless a Responsible Officer of the Property Trustee
shall have obtained actual knowledge of such default or Event of Default.

      (d)   The Property Trustee shall notify all Holders of the Preferred
Securities of any notice of default received with respect to the Notes.

      SECTION 8.7.    Certain Rights of Property Trustee.

      Subject to the provisions of Section 8.5:

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

      (b)   if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action,
(ii) in construing any of the provisions of this Trust Agreement the Property
Trustee finds a provision ambiguous or inconsistent with any other provisions
contained herein or (iii) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Holders of the Preferred Securities are entitled to vote under the terms of
this Trust Agreement, the Property Trustee shall deliver a notice to the
Depositor requesting the Depositor's written instruction as to the course of
action to be taken and the Property Trustee shall take such action, or refrain
from


                                       44



taking such action, as the Property Trustee shall be instructed in writing to
take, or to refrain from taking, by the Depositor; provided, that if the
Property Trustee does not receive such instructions of the Depositor within ten
(10) Business Days after it has delivered such notice or such reasonably shorter
period of time set forth in such notice, the Property Trustee may, but shall be
under no duty to, take such action, or refrain from taking such action, as the
Property Trustee shall deem advisable and in the best interests of the Holders,
in which event the Property Trustee shall have no liability except for its own
negligence, bad faith or willful misconduct;

      (c)   any direction or act of the Depositor or the Guarantor contemplated
by this Trust Agreement shall be sufficiently evidenced by an Officers'
Certificate unless otherwise expressly provided herein;

      (d)   any direction or act of an Administrative Trustee contemplated by
this Trust Agreement shall be sufficiently evidenced by a certificate executed
by such Administrative Trustee and setting forth such direction or act;

      (e)   the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any
re-recording, re-filing or re-registration thereof;

      (f)   the Property Trustee may consult with counsel (which counsel may be
counsel to the Property Trustee, the Depositor or the Guarantor or any of the
Depositor's or the Guarantor's Affiliates, and may include any of its employees)
and the advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon and in accordance with such advice; the
Property Trustee shall have the right at any time to seek instructions
concerning the administration of this Trust Agreement from any court of
competent jurisdiction;

      (g)   the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Holders pursuant to this Trust Agreement, unless such
Holders shall have offered to the Property Trustee reasonable security or
indemnity against the costs, expenses (including reasonable attorneys' fees and
expenses) and liabilities that might be incurred by it in compliance with such
request or direction, including reasonable advances as may be requested by the
Property Trustee;

      (h)   the Property Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, unless requested in writing to do so by one or more Holders, but
the Property Trustee may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Property Trustee shall determine
to make such inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Depositor, personally or by agent or
attorney;

      (i)   the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents, attorneys, custodians or nominees and the Property Trustee shall not be
responsible for any negligence or misconduct on


                                       45



the part of any such agent, attorney, custodian or nominee appointed with due
care by it hereunder;

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

      (k)   except as otherwise expressly provided by this Trust Agreement, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Trust Agreement;

      (l)   without prejudice to any other rights available to the Property
Trustee under applicable law, when the Property Trustee incurs expenses or
renders services in connection with a Bankruptcy Event, such expenses (including
legal fees and expenses of its agents and counsel) and the compensation for such
services are intended to constitute expenses of administration under any
bankruptcy law or law relating to creditors rights generally; and

      (m)   whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Property Trustee (unless
other evidence be herein specifically prescribed) may, in the absence of bad
faith on its part, request and rely on an Officers' Certificate which, upon
receipt of such request, shall be promptly delivered by the Depositor.

      No provision of this Trust Agreement shall be deemed to impose any duty or
obligation on any Trustee to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it, in any jurisdiction in
which it shall be illegal, or in which such Person shall be unqualified or
incompetent in accordance with applicable law, to perform any such act or acts,
or to exercise any such right, power, duty or obligation.

      SECTION 8.8.    Delegation of Power.

      Any Trustee may, by power of attorney or otherwise, delegate to any other
Person its, his or her power for the purpose of executing any documents
contemplated in Section 2.5. The Trustees shall have power to delegate from time
to time to such of their number or to the Depositor the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Trustees or otherwise as the Trustees may deem expedient, to the extent
such delegation is not prohibited by applicable law or contrary to the
provisions of this Trust Agreement.

      SECTION 8.9.    May Hold Securities.

      Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and except as provided in the


                                       46



definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

      SECTION 8.10.   Compensation; Reimbursement; Indemnity.

      The Depositor agrees:

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

      (b)   to reimburse the Trustees upon request for all reasonable expenses,
disbursements and advances incurred or made by the Trustees in accordance with
any provision of this Trust Agreement (including the reasonable compensation and
the expenses and disbursements of their agents and counsel), except any such
expense, disbursement or advance as may be attributable to their gross
negligence, bad faith or willful misconduct; and

      (c)   to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Trustee (including in its individual capacity), (ii) any
Affiliate of any Trustee, (iii) any officer, director, shareholder, employee,
representative or agent of any Trustee or any Affiliate of any Trustee and (iv)
any employee or agent of the Trust (referred to herein as an "Indemnified
Person") from and against any loss, damage, liability, tax (other than income,
franchise or other taxes imposed on amounts paid pursuant to Section 8.10(a) or
(b) hereof), penalty, expense or claim of any kind or nature whatsoever incurred
without negligence, bad faith or willful misconduct on its part, arising out of
or in connection with the acceptance or administration of the Trust hereunder,
including the advancement of funds to cover the reasonable costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.

      The Trust shall have no payment, reimbursement or indemnity obligations to
the Trustees under this Section 8.10. The provisions of this Section 8.10 shall
survive the termination of this Trust Agreement and the earlier removal or
resignation of any Trustee.

      No Trustee may claim any Lien on any Trust Property whether before or
after termination of the Trust as a result of any amount due pursuant to this
Section 8.10.

      To the fullest extent permitted by law, in no event shall the Property
Trustee and the Delaware Trustee be liable for any indirect, special, punitive
or consequential loss or damage of any kind whatsoever, including, but not
limited to, lost profits, even if the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.

      In no event shall the Property Trustee and the Delaware Trustee be liable
for any failure or delay in the performance of its obligations hereunder because
of circumstances beyond its control, including, but not limited to, acts of God,
flood, war (whether declared or undeclared), terrorism, fire, riot, embargo,
government action, including any laws, ordinances, regulations, governmental
action or the like which delay, restrict or prohibit the providing of the
services contemplated by this Trust Agreement.


                                       47



      SECTION 8.11.   Resignation and Removal; Appointment of Successor.

      (a)   No resignation or removal of any Trustee and no appointment of a
successor Trustee pursuant to this Article VIII shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 8.12.

      (b)   A Trustee may resign at any time by giving written notice thereof to
the Depositor and, in the case of the Property Trustee and the Delaware Trustee,
to the Holders.

      (c)   Unless an Event of Default shall have occurred and be continuing,
the Property Trustee or the Delaware Trustee, or both of them, may be removed
(with or without cause) at any time by Act of the Holder of Common Securities.
If an Event of Default shall have occurred and be continuing, the Property
Trustee or the Delaware Trustee, or both of them, may be removed (with or
without cause) at such time by Act of the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities, delivered to the removed Trustee
(in its individual capacity and on behalf of the Trust). An Administrative
Trustee may be removed (with or without cause) only by Act of the Holder of the
Common Securities at any time.

      (d)   If any Trustee shall resign, be removed or become incapable of
acting as Trustee, or if a vacancy shall occur in the office of any Trustee for
any reason, at a time when no Event of Default shall have occurred and be
continuing, the Holder of the Common Securities, by Act of the Holder of the
Common Securities, shall promptly appoint a successor Trustee or Trustees, and
such successor Trustee and the retiring Trustee shall comply with the applicable
requirements of Section 8.12. If the Property Trustee or the Delaware Trustee
shall resign, be removed or become incapable of continuing to act as the
Property Trustee or the Delaware Trustee, as the case may be, at a time when an
Event of Default shall have occurred and be continuing, the Holders of the
Preferred Securities, by Act of the Holders of a Majority in Liquidation Amount
of the Preferred Securities, shall promptly appoint a successor Property Trustee
or Delaware Trustee, and such successor Property Trustee or Delaware Trustee and
the retiring Property Trustee or Delaware Trustee shall comply with the
applicable requirements of Section 8.12. If an Administrative Trustee shall
resign, be removed or become incapable of acting as Administrative Trustee, at a
time when an Event of Default shall have occurred and be continuing, the Holder
of the Common Securities by Act of the Holder of Common Securities shall
promptly appoint a successor Administrative Trustee and such successor
Administrative Trustee and the retiring Administrative Trustee shall comply with
the applicable requirements of Section 8.12. If no successor Trustee shall have
been so appointed by the Holder of the Common Securities or Holders of the
Preferred Securities, as the case may be, and accepted appointment in the manner
required by Section 8.12 within thirty (30) days after the giving of a notice of
resignation by a Trustee, the removal of a Trustee, or a Trustee becoming
incapable of acting as such Trustee, any Holder who has been a Holder of
Preferred Securities for at least six (6) months may, on behalf of himself and
all others similarly situated, and any resigning Trustee may, in each case, at
the expense of the Depositor, petition any court of competent jurisdiction for
the appointment of a successor Trustee.

      (e)   The Depositor shall give notice of each resignation and each removal
of the Property Trustee or the Delaware Trustee and each appointment of a
successor Property Trustee or Delaware Trustee to all Holders in the manner
provided in Section 10.8. Each notice shall


                                       48



include the name of the successor Property Trustee or Delaware Trustee and the
address of its Corporate Trust Office if it is the Property Trustee.

      (f)   Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Holder of Common
Securities, incompetent or incapacitated, the vacancy created by such death,
incompetence or incapacity may be filled by (i) the unanimous act of the
remaining Administrative Trustees if there are at least two of them or (ii)
otherwise by the Holder of the Common Securities (with the successor in each
case being a Person who satisfies the eligibility requirement for Administrative
Trustees or Delaware Trustee, as the case may be, set forth in Sections 8.3 and
8.4).

      (g)   Upon the appointment of a successor Delaware Trustee, such successor
Delaware Trustee shall file a Certificate of Amendment to the Certificate of
Trust in accordance with Section 3810 of the Delaware Statutory Trust Act.

      SECTION 8.12.   Acceptance of Appointment by Successor.

      (a)   In case of the appointment hereunder of a successor Trustee, each
successor Trustee shall execute and deliver to the Depositor and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and each such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Trust or any successor Trustee such retiring Trustee
shall, upon payment of its charges, duly assign, transfer and deliver to such
successor Trustee all Trust Property, all proceeds thereof and money held by
such retiring Trustee hereunder with respect to the Trust Securities and the
Trust.

      (b)   Upon request of any such successor Trustee, the Trust (or the
retiring Trustee if requested by the Depositor) shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the
preceding paragraph.

      (c)   No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article VIII.

      SECTION 8.13.   Merger, Conversion, Consolidation or Succession to
Business.

      Any Person into which the Property Trustee or the Delaware Trustee may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Trustee
shall be a party, or any Person succeeding to all or substantially all the
corporate trust business of such Trustee, shall be the successor of such Trustee
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, provided, that such Person shall be
otherwise qualified and eligible under this Article VIII.


                                       49



      SECTION 8.14.   Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities Certificates shall be
taken as the statements of the Trust and the Depositor, and the Trustees do not
assume any responsibility for their correctness. The Trustees make no
representations as to the title to, or value or condition of, the property of
the Trust or any part thereof, nor as to the validity or sufficiency of this
Trust Agreement, the Notes or the Trust Securities. The Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the
Notes.

      SECTION 8.15.   Property Trustee May File Proofs of Claim.

      (a)   In case of any Bankruptcy Event (or event that with the passage of
time would become a Bankruptcy Event) relative to the Trust or any other obligor
upon the Trust Securities or the property of the Trust or of such other obligor
or their creditors, the Property Trustee (irrespective of whether any
Distributions on the Trust Securities shall then be due and payable and
irrespective of whether the Property Trustee shall have made any demand on the
Trust for the payment of any past due Distributions) shall be entitled and
empowered, to the fullest extent permitted by law, by intervention in such
proceeding or otherwise:

            (i)     to file and prove a claim for the whole amount of any
      Distributions owing and unpaid in respect of the Trust Securities and to
      file such other papers or documents as may be necessary or advisable in
      order to have the claims of the Property Trustee (including any claim for
      the reasonable compensation, expenses, disbursements and advances of the
      Property Trustee, its agents and counsel) and of the Holders allowed in
      such judicial proceeding; and

            (ii)    to collect and receive any monies or other property payable
      or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such proceeding is hereby authorized by each
Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee first any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Property
Trustee, its agents and counsel, and any other amounts due the Property Trustee.

      (b)   Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or compensation affecting
the Trust Securities or the rights of any Holder thereof or to authorize the
Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.

      SECTION 8.16.   Reports to and from the Property Trustee.

      (a)   The Depositor, the Guarantor and the Administrative Trustees shall
deliver to the Property Trustee, not later than forty five (45) days after the
end of each of the first three fiscal quarters of the Depositor and the
Guarantor and not later than ninety (90) days after the end of each fiscal year
of the Depositor and the Guarantor ending after the date of this Trust
Agreement,


                                       50



an Officers' Certificate (substantially in the form attached hereto as Exhibit
G) covering the preceding fiscal period, stating whether or not to the knowledge
of the signers thereof the Depositor, the Guarantor, the Administrative Trustees
or the Trust are in default in the performance or observance of any of the
terms, provisions and conditions of this Trust Agreement (without regard to any
period of grace or requirement of notice provided hereunder) and, if the
Depositor, the Guarantor, the Administrative Trustees or the Trust shall be in
default, specifying all such defaults and the nature and status thereof of which
they have knowledge.

      (b)   The Depositor and the Guarantor shall furnish to (i) the Property
Trustee, (ii) the Purchaser, (iii) any Owner of the Preferred Securities
reasonably identified to the Depositor, the Guarantor or the Trust (which
identification may be made either by such Owner or by the Placement Agent or
Purchaser) and (iv) any designee of (i), (ii) or (iii) above, a duly completed
and executed certificate in the form attached hereto as Exhibit H, including the
financial statements referenced in such Exhibit, which certificate and financial
statements shall be so furnished by the Depositor and the Guarantor not later
than forty five (45) days after the end of each of the first three fiscal
quarters of each fiscal year of the Depositor and the Guarantor and not later
than ninety (90) days after the end of each fiscal year of the Depositor and the
Guarantor.

      (c)   The Property Trustee shall receive all reports, certificates and
information, which it is entitled to obtain under each of the Operative
Documents, and deliver to (i) the Purchaser, (ii) the Placement Agent and (iii)
a designee of (i) or (ii) above, as identified in writing to the Property
Trustee, copies of all such reports, certificates or information promptly upon
receipt thereof.

                                   ARTICLE IX.

                       TERMINATION, LIQUIDATION AND MERGER

      SECTION 9.1.    Dissolution Upon Expiration Date.

      Unless earlier dissolved, the Trust shall automatically dissolve on July
30, 2040 (the "Expiration Date"), and the Trust Property shall be liquidated in
accordance with Section 9.4.

      SECTION 9.2.    Early Termination.

      The first to occur of any of the following events is an "Early Termination
Event", upon the occurrence of which the Trust shall be dissolved:

      (a)   the occurrence of a Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Depositor, in its capacity as the Holder of
the Common Securities, unless the Depositor shall have transferred the Common
Securities as provided by Section 5.11, in which case this provision shall refer
instead to any such successor Holder of the Common Securities;

      (b)   the written direction to the Property Trustee from the Holder of the
Common Securities at any time to dissolve the Trust and, after satisfaction of
any liabilities of the Trust as required by applicable law, to distribute the
Notes to Holders in exchange for the Preferred


                                       51



Securities (which direction is optional and wholly within the discretion of the
Holder of the Common Securities).

      (c)   the redemption of all of the Preferred Securities in connection with
the payment at maturity or redemption of all the Notes; and

      (d)   the entry of an order for dissolution of the Trust by a court of
competent jurisdiction.

      SECTION 9.3.    Termination.

      The respective obligations and responsibilities of the Trustees and the
Trust shall terminate upon the latest to occur of the following: (a) the
distribution by the Property Trustee to Holders of all amounts required to be
distributed hereunder upon the liquidation of the Trust pursuant to Section 9.4,
or upon the redemption of all of the Trust Securities pursuant to Section 4.2;
(b) the satisfaction of any expenses owed by the Trust; and (c) the discharge of
all administrative duties of the Administrative Trustees, including the
performance of any tax reporting obligations with respect to the Trust or the
Holders.

      SECTION 9.4.    Liquidation.

      (a)   If an Early Termination Event specified in Section 9.2(a), (b) or
(d) occurs or upon the Expiration Date, the Trust shall be liquidated by the
Property Trustee as expeditiously as the Property Trustee shall determine to be
possible by distributing, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, to each Holder a Like Amount of Notes,
subject to Section 9.4(d). Notice of liquidation shall be given by the Property
Trustee not less than thirty (30) nor more than sixty (60) days prior to the
Liquidation Date to each Holder of Trust Securities at such Holder's address
appearing in the Securities Register. All such notices of liquidation shall:

            (i)     state the Liquidation Date;

            (ii)    state that from and after the Liquidation Date, the Trust
      Securities will no longer be deemed to be Outstanding and (subject to
      Section 9.4(d)) any Securities Certificates not surrendered for exchange
      will be deemed to represent a Like Amount of Notes; and

            (iii)   provide such information with respect to the mechanics by
      which Holders may exchange Securities Certificates for Notes, or if
      Section 9.4(d) applies, receive a Liquidation Distribution, as the
      Property Trustee shall deem appropriate.

      (b)   Except where Section 9.2(c) or 9.4(d) applies, in order to effect
the liquidation of the Trust and distribution of the Notes to Holders, the
Property Trustee, either itself acting as exchange agent or through the
appointment of a separate exchange agent, shall establish a record date for such
distribution (which shall not be more than forty-five (45) days prior to the
Liquidation Date nor prior to the date on which notice of such liquidation is
given to the Holders) and establish such procedures as it shall deem appropriate
to effect the distribution of Notes in exchange for the Outstanding Securities
Certificates.


                                       52



      (c)   Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like Amount of Notes will be issued to Holders of
Securities Certificates, upon surrender of such Certificates to the exchange
agent for exchange, (iii) the Depositor shall use its best efforts to have the
Notes listed on the New York Stock Exchange or on such other exchange,
interdealer quotation system or self-regulatory organization on which the
Preferred Securities are then listed, if any, (iv) Securities Certificates not
so surrendered for exchange will be deemed to represent a Like Amount of Notes
bearing accrued and unpaid interest in an amount equal to the accumulated and
unpaid Distributions on such Securities Certificates until such certificates are
so surrendered (and until such certificates are so surrendered, no payments of
interest or principal will be made to Holders of Securities Certificates with
respect to such Notes) and (v) all rights of Holders holding Trust Securities
will cease, except the right of such Holders to receive Notes upon surrender of
Securities Certificates.

      (d)   Notwithstanding the other provisions of this Section 9.4, if
distribution of the Notes in the manner provided herein is determined by the
Property Trustee not to be permitted or practical, the Trust Property shall be
liquidated, and the Trust shall be wound up by the Property Trustee in such
manner as the Property Trustee determines. In such event, Holders will be
entitled to receive out of the assets of the Trust available for distribution to
Holders, after satisfaction of liabilities to creditors of the Trust as provided
by applicable law, an amount equal to the Liquidation Amount per Trust Security
plus accumulated and unpaid Distributions thereon to the date of payment (such
amount being the "Liquidation Distribution"). If, upon any such winding up the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust Securities shall be paid on a pro rata basis (based
upon Liquidation Amounts). The Holder of the Common Securities will be entitled
to receive Liquidation Distributions upon any such winding up pro rata (based
upon Liquidation Amounts) with Holders of all Trust Securities, except that, if
an Event of Default has occurred and is continuing, the Preferred Securities
shall have a priority over the Common Securities as provided in Section 4.3.

      SECTION 9.5.    Mergers, Consolidations, Amalgamations or Replacements of
Trust.

      The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any Person except pursuant to this Article IX.
At the request of the Holders of the Common Securities, without the consent of
the Holders of the Preferred Securities, the Trust may merge with or into,
consolidate, amalgamate, or be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as such
under the laws of any State; provided, that:

      (a)   such successor entity either (i) expressly assumes all of the
obligations of the Trust under this Trust Agreement with respect to the
Preferred Securities or (ii) substitutes for the Preferred Securities other
securities having substantially the same terms as the Preferred Securities (such
other Securities, the "Successor Securities") so long as the Successor
Securities have the same priority as the Preferred Securities with respect to
distributions and payments upon liquidation, redemption and otherwise;


                                       53



      (b)   a trustee of such successor entity possessing substantially the same
powers and duties as the Property Trustee is appointed to hold the Notes;

      (c)   if the Preferred Securities or the Notes are rated, such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
cause the Preferred Securities or the Notes (including any Successor Securities)
to be downgraded by any nationally recognized statistical rating organization
that then assigns a rating to the Preferred Securities or the Notes;

      (d)   the Preferred Securities are listed, or any Successor Securities
will be listed upon notice of issuance, on any national securities exchange or
interdealer quotation system on which the Preferred Securities are then listed,
if any;

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

      (f)   such successor entity has a purpose substantially identical to that
of the Trust;

      (g)   prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Depositor has received an Opinion of Counsel
to the effect that (i) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred Securities (including any
Successor Securities) in any material respect; (ii) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the Trust nor such successor entity will be required to register as an
"investment company" under the Investment Company Act and (iii) following such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,
the Trust (or the successor entity) will continue to be classified as a grantor
trust for U.S. federal income tax purposes; and

      (h)   the Depositor or its permitted transferee owns all of the common
securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Indenture.

Notwithstanding the foregoing, the Trust shall not, except with the consent of
Holders of all of the Preferred Securities, consolidate, amalgamate, merge with
or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other Person or permit any other
entity to consolidate, amalgamate, merge with or into, or replace, the Trust if
such consolidation, amalgamation, merger, replacement, conveyance, transfer or
lease would cause the Trust or the successor entity to be taxable as a
corporation or classified as other than a grantor trust for United States
federal income tax purposes or cause the Notes to be treated as other than
indebtedness of the Depositor for United States federal income tax purposes.


                                       54



                                   ARTICLE X.

                            INFORMATION TO PURCHASER

      SECTION 10.1.   Depositor Obligations to Purchaser.

      Notwithstanding any other provision herein, the Depositor and the
Guarantor shall furnish to (a) the Purchaser, (b) any Owner of the Preferred
Securities reasonably identified to the Depositor, the Guarantor, or the Trust
(which identification may be made either by such Owner or by the Placement Agent
or Purchaser) and (c) any designee of (a) or (b) above, copies of all
correspondence, notices, forms, filings, reports and other documents required to
be provided by the Depositor or the Guarantor, whether acting through an
Administrative Trustee or otherwise, to the Property Trustee or Delaware Trustee
under this Trust Agreement.

      SECTION 10.2.   Property Trustee's Obligations to Purchaser.

      Notwithstanding any other provision herein, the Property Trustee shall
furnish to (a) the Purchaser, (b) the Placement Agent and (c) a designee of (a)
or (b) above as identified in writing to the Property Trustee, copies of all (i)
correspondence, notices, forms, filings, reports and other documents received by
the Property Trustee or Delaware Trustee from the Depositor, whether acting
through an Administrative Trustee or otherwise, under this Trust Agreement, and
(ii) all correspondence, notices, forms, filings, reports and other documents
required to be provided to the Depositor or a Holder by the Property Trustee or
Delaware Trustee under this Trust Agreement.

                                   ARTICLE XI.

                            MISCELLANEOUS PROVISIONS

      SECTION 11.1.   Limitation of Rights of Holders.

      Except as set forth in Section 9.2, the death, bankruptcy, termination,
dissolution or incapacity of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement, nor annul, dissolve or terminate the Trust nor entitle the legal
representatives or heirs of such Person or any Holder for such Person, to claim
an accounting, take any action or bring any proceeding in any court for a
partition or winding up of the arrangements contemplated hereby, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.

      SECTION 11.2.   Agreed Tax Treatment of Trust and Trust Securities.

      The parties hereto and, by its acceptance or acquisition of a Trust
Security or a beneficial interest therein, the Holder of, and any Person that
acquires a beneficial interest in, such Trust Security intend and agree to treat
the Trust as a grantor trust for United States federal, state and local tax
purposes, and to treat the Trust Securities (including all payments and proceeds
with respect to such Trust Securities) as undivided beneficial ownership
interests in the Trust Property


                                       55



(and payments and proceeds therefrom, respectively) for United States federal,
state and local tax purposes and to treat the Notes as indebtedness of the
Depositor for United States federal, state and local tax purposes. The
provisions of this Trust Agreement shall be interpreted to further this
intention and agreement of the parties.

      SECTION 11.3.   Amendment.

      (a)   This Trust Agreement may be amended from time to time by the
Property Trustee, the Administrative Trustees and the Holder of all the Common
Securities, without the consent of any Holder of the Preferred Securities, (i)
to cure any ambiguity, correct or supplement any provision herein that may be
defective or inconsistent with any other provision herein, or to make or amend
any other provisions with respect to matters or questions arising under this
Trust Agreement, which shall not be inconsistent with the other provisions of
this Trust Agreement, (ii) to modify, eliminate or add to any provisions of this
Trust Agreement to such extent as shall be necessary to ensure that the Trust
will neither be taxable as a corporation nor be classified as other than a
grantor trust for United States federal income tax purposes at all times that
any Trust Securities are Outstanding or to ensure that the Notes are treated as
indebtedness of the Depositor for United States federal income tax purposes, or
to ensure that the Trust will not be required to register as an "investment
company" under the Investment Company Act or (iii) to add to the covenants,
restrictions or obligations of the Depositor; provided, that in the case of
clauses (i), (ii) or (iii), such action shall not adversely affect in any
material respect the interests of any Holder.

      (b)   Except as provided in Section 11.3(c), any provision of this Trust
Agreement may be amended by the Property Trustee, the Administrative Trustees
and the Holder of all of the Common Securities and with (i) the consent of
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
and (ii) receipt by the Trustees of an Opinion of Counsel to the effect that
such amendment or the exercise of any power granted to the Trustees in
accordance with such amendment will not cause the Trust to be taxable as a
corporation or classified as other than a grantor trust for United States
federal income tax purposes or affect the treatment of the Notes as indebtedness
of the Depositor for United States federal income tax purposes or affect the
Trust's exemption from status (or from any requirement to register) as an
"investment company" under the Investment Company Act.

      (c)   Notwithstanding any other provision of this Trust Agreement, without
the consent of each Holder, this Trust Agreement may not be amended to (i)
change the accrual rate, amount, currency or timing of any Distribution on or
the redemption price of the Trust Securities or otherwise adversely affect the
amount of any Distribution or other payment required to be made in respect of
the Trust Securities as of a specified date, (ii) restrict or impair the right
of a Holder to institute suit for the enforcement of any such payment on or
after such date, (iii) reduce the percentage of aggregate Liquidation Amount of
Outstanding Preferred Securities, the consent of whose Holders is required for
any such amendment, or the consent of whose Holders is required for any waiver
of compliance with any provision of this Trust Agreement or of defaults
hereunder and their consequences provided for in this Trust Agreement; (iv)
impair or adversely affect the rights and interests of the Holders in the Trust
Property, or permit the creation of any Lien on any portion of the Trust
Property; or (v) modify the definition of "Outstanding," this Section 11.3(c),
Sections 4.1, 4.2, 4.3, 6.10(e) or Article IX.


                                       56



      (d)   Notwithstanding any other provision of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
that would cause the Trust to be taxable as a corporation or to be classified as
other than a grantor trust for United States federal income tax purposes or that
would cause the Notes to fail or cease to be treated as indebtedness of the
Depositor for United States federal income tax purposes or that would cause the
Trust to fail or cease to qualify for the exemption from status (or from any
requirement to register) as an "investment company" under the Investment Company
Act.

      (e)   If any amendment to this Trust Agreement is made, the Administrative
Trustees or the Property Trustee shall promptly provide to the Depositor and the
Note Trustee a copy of such amendment.

      (f)   No Trustee shall be required to enter into any amendment to this
Trust Agreement that affects its own rights, duties or immunities under this
Trust Agreement. The Trustees shall be entitled to receive an Opinion of Counsel
and an Officers' Certificate stating that any amendment to this Trust Agreement
is in compliance with this Trust Agreement and all conditions precedent herein
provided for relating to such action have been met.

      (g)   No amendment or modification to this Trust Agreement that adversely
affects in any material respect the rights, duties, liabilities, indemnities or
immunities of the Delaware Trustee hereunder shall be permitted without the
prior written consent of the Delaware Trustee.

      SECTION 11.4.   Separability.

      If any provision in this Trust Agreement or in the Securities Certificates
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby, and there shall be deemed substituted for the provision at
issue a valid, legal and enforceable provision as similar as possible to the
provision at issue.

      SECTION 11.5.   Governing Law.

      THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
HOLDERS, THE TRUST, THE DEPOSITOR, THE GUARANTOR AND THE TRUSTEES WITH RESPECT
TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT
REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS.

      SECTION 11.6.   Successors.

      This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Guarantor, the Trust and any Trustee,
including any successor by operation of law. Except in connection with a
transaction involving the Depositor that is permitted under Article VIII of the
Indenture and pursuant to which the assignee agrees in writing to perform the
Depositor's obligations hereunder, the Depositor shall not assign its
obligations hereunder.


                                       57



      SECTION 11.7.   Headings.

      The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

      SECTION 11.8.   Reports, Notices and Demands.

      (a)   Any report, notice, demand or other communication that by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Holder, the Depositor or the Guarantor may be given or served in
writing delivered in person, or by reputable, overnight courier, by telecopy or
by deposit thereof, first-class postage prepaid, in the United States mail,
addressed, (a) in the case of a Holder of Preferred Securities, to such Holder
as such Holder's name and address may appear on the Securities Register; (b) in
the case of the Holder of all the Common Securities or the Depositor, to
MortgageIT, Inc., 33 Maiden Lane, New York, NY 10038, Attention: Chief Financial
Officer, or to such other address as may be specified in a written notice by the
Holder of all the Common Securities or the Depositor, as the case may be, to the
Property Trustee; and (c) in the case of the Guarantor, to MortgageIT Holdings,
Inc., 33 Maiden Lane, New York, NY 10038, Attention: Chief Financial Officer, or
to such other address as may be specified in a written notice by the Guarantor
to the Property Trustee. Such report, notice, demand or other communication to
or upon a Holder, the Depositor or the Guarantor shall be deemed to have been
given when received in person, within one (1) Business Day following delivery by
overnight courier, when telecopied with receipt confirmed, or within three (3)
Business Days following delivery by mail, except that if a notice or other
document is refused delivery or cannot be delivered because of a changed address
of which no notice was given, such notice or other document shall be deemed to
have been delivered on the date of such refusal or inability to deliver.

      (b)   Any notice, demand or other communication that by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Property Trustee, the Delaware Trustee, the Administrative Trustees or the
Trust shall be given in writing by deposit thereof, first-class postage prepaid,
in the U.S. mail, personal delivery or facsimile transmission, addressed to such
Person as follows: (a) with respect to the Property Trustee and the Delaware
Trustee to Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890-0001, Attention: Corporate Capital Markets,
facsimile no. (302) 636-4140; (b) with respect to the Administrative Trustees,
to them at the address above for notices to the Depositor, marked "Attention:
Administrative Trustees of MortgageIT Capital Trust II," and (c) with respect to
the Trust, to its principal executive office specified in Section 2.2, with a
copy to the Property Trustee. Such notice, demand or other communication to or
upon the Trust, the Property Trustee or the Administrative Trustees shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the Trust, the Property Trustee or the Administrative Trustees.

      SECTION 11.9.   Agreement Not to Petition.

      Each of the Trustees and the Depositor agree for the benefit of the
Holders that, until at least one year and one day after the Trust has been
terminated in accordance with Article IX, they shall not file, or join in the
filing of, a petition against the Trust under any Bankruptcy Law


                                       58



or otherwise join in the commencement of any proceeding against the Trust under
any Bankruptcy Law. If the Depositor takes action in violation of this Section
11.9, the Property Trustee agrees, for the benefit of Holders, that at the
expense of the Depositor, it shall file an answer with the applicable bankruptcy
court or otherwise properly contest the filing of such petition by the Depositor
against the Trust or the commencement of such action and raise the defense that
the Depositor has agreed in writing not to take such action and should be
estopped and precluded therefrom and such other defenses, if any, as counsel for
the Property Trustee or the Trust may assert.

      This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       59



      IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Trust Agreement as of the day and year first above written.

                                         MortgageIT Inc.,
                                         as Depositor


                                         By: /s/ Glenn J. Mouridy
                                                 Name: Glenn J. Mouridy
                                                 Title: Executive Vice President
                                         MortgageIT Holdings, Inc.,
                                         as Guarantor


                                         By: /s/ Glenn J. Mouridy
                                             Name: Glenn J. Mouridy
                                             Title: President and Chief
                                             Financial Officer

Wilmington Trust Company, as Delaware
Trustee

                                         /s/ Glenn J. Mouridy
By: /s/ W. Thomas Morris, II             Administrative Trustee
        Name: W. Thomas Morris, II       Name: Glenn J. Mouridy
        Title: Senior Financial
        Services Officer

Wilmington Trust Company, as Property
Trustee

                                         /s/ Donald Epstein
By: /s/ W. Thomas Morris, II             Administrative Trustee
        Name: W. Thomas Morris, II       Name: Donald Epstein
        Title: Senior Financial
        Services Officer



                                         /s/ John R. Cuti
                                         Administrative Trustee
                                         Name: John R. Cuti




                                                                       Exhibit A

                              CERTIFICATE OF TRUST

                                       OF

                           MortgageIT Capital Trust II

            This Certificate of Trust of MortgageIT Capital Trust II (the
"Trust") is being duly executed and filed on behalf of the Trust by the
undersigned, as trustees, to form a statutory trust under the Delaware Statutory
Trust Act (12 Del. C. ss.3801 et seq.) (the "Act").

            1.    Name. The name of the statutory trust formed by this
Certificate of Trust is: MortgageIT Capital Trust II.

            2.    Delaware Trustee. The name and business address of the trustee
of the Trust with its principal place of business in the State of Delaware are
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Capital Markets.

            3.    Effective Date. This Certificate of Trust shall be effective
upon its filing with the Secretary of State of the State of Delaware.

            IN WITNESS WHEREOF, the undersigned have duly executed this
Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

                                         WILMINGTON TRUST COMPANY, not in its
                                         individual capacity, but solely as
                                         Property Trustee

                                         By:   _________________________________
                                               Name:
                                               Title:

                                         WILMINGTON TRUST COMPANY, not in its
                                         individual capacity, but solely as
                                         Delaware Trustee

                                         By:   _________________________________
                                               Name:
                                               Title:


                                       A-1



                                                                       Exhibit B

                     [FORM OF COMMON SECURITIES CERTIFICATE]

        THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
       ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER
      APPLICABLE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
           OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM
          REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN
          COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST
                                    AGREEMENT

Certificate Number                                   _________ Common Securities

         C-



                    Certificate Evidencing Common Securities

                                       of

                           MortgageIT Capital Trust II

                         Floating Rate Common Securities

                 (liquidation amount $1,000 per Common Security)

      MortgageIT Capital Trust II, a statutory trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that
______________________ (the "Holder") is the registered owner of
____________common securities of the Trust representing undivided common
beneficial interests in the assets of the Trust and designated the MortgageIT
Capital Trust II Floating Rate Common Securities (liquidation amount $1,000 per
Common Security) (the "Common Securities"). Except in accordance with Section
5.11 of the Trust Agreement (as defined below), the Common Securities are not
transferable and, to the fullest extent permitted by law, any attempted transfer
hereof other than in accordance therewith shall be void. The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust, dated as of May 26, 2005, as the same may be amended from time to time
(the "Trust Agreement"), among MortgageIT, Inc., as Depositor, MortgageIT
Holdings, Inc., as Guarantor, Wilmington Trust Company, as Property Trustee,
Wilmington Trust Company, as Delaware Trustee, the Administrative Trustees named
therein and the Holders, from time to time, of Trust Securities. The Trust will
furnish a copy of the Trust Agreement to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.


                                       B-1



      Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

      This Common Securities Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.

      Terms used but not defined herein have the meanings set forth in the Trust
Agreement.

      IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed on behalf of the Trust this certificate this ______ day of
________________.

                                         MORTGAGEIT CAPITAL TRUST II

                                         By:   _________________________________
                                               Name:
                                               Administrative Trustee


                                       B-2



                                                                       Exhibit C

                   [FORM OF PREFERRED SECURITIES CERTIFICATE]

      "[IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS PREFERRED SECURITY IS
A GLOBAL SECURITY WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ("DTC") OR A
NOMINEE OF DTC. THIS PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT, AND NO TRANSFER OF THIS
PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE
BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF
DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

      UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO MORTGAGEIT CAPITAL TRUST II OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]

      THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND SUCH PREFERRED SECURITIES OR ANY
INTEREST THEREIN MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF ANY PREFERRED SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE
PREFERRED SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.

      THE HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE
AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH PREFERRED
SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE
TRUST, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (III) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE


                                       C-1



SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR"
WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501, 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, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF (III), SUBJECT TO THE
RIGHT OF THE TRUST AND THE DEPOSITOR TO REQUIRE AN OPINION OF COUNSEL ADDRESSING
COMPLIANCE WITH THE U.S. SECURITIES LAWS, AND OTHER INFORMATION SATISFACTORY TO
EACH OF THEM AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY PREFERRED
SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

      THE PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN
BLOCKS HAVING AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF PREFERRED SECURITIES
OR ANY INTEREST THEREIN IN A BLOCK HAVING AN AGGREGATE LIQUIDATION AMOUNT OF
LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO
BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH
PREFERRED SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT
OF LIQUIDATION AMOUNT OF OR DISTRIBUTIONS ON SUCH PREFERRED SECURITIES OR ANY
INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO
INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.

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


                                       C-2



APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE
BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE "PLAN ASSETS" OF
ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH
PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS NOT
AVAILABLE UNDER AN APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


                                       C-3



Certificate Number                                _________ Preferred Securities
                                           ________ Aggregate Liquidation Amount



                                    CUSIP NO.
--------------------------------------------------------------------------------

                   Certificate Evidencing Preferred Securities

                                       of

                           MortgageIT Capital Trust II

                       Floating Rate Preferred Securities
               (liquidation amount $1,000 per Preferred Security)

      MortgageIT Capital Trust II, a statutory trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that ___________________
(the "Holder") is the registered owner of ___________ Preferred Securities [if
the Preferred Security is a Global Security, then insert--,or such other number
of Preferred Securities represented hereby as may be set forth in the records of
the Securities Registrar hereinafter referred to in accordance with the Trust
Agreement (as defined below),] of the Trust representing an undivided preferred
beneficial interest in the assets of the Trust and designated the MortgageIT
Capital Trust II Floating Rate Preferred Securities (liquidation amount $1,000
per Preferred Security) (the "Preferred Securities"). The Preferred Securities
are transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in Section 5.7 of the Trust Agreement (as
defined below). The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Trust Agreement of the Trust, dated as of May 26, 2005, as the same may
be amended from time to time (the "Trust Agreement"), among MortgageIT, Inc., a
New York corporation, as Depositor, MortgageIT Holdings, Inc., a Maryland
corporation, as Guarantor, Wilmington Trust Company, as Property Trustee,
Wilmington Trust Company, as Delaware Trustee, the Administrative Trustees named
therein and the Holders, from time to time, of Trust Securities. The Trust will
furnish a copy of the Trust Agreement to the Holder without charge upon written
request to the Property Trustee at its principal place of business or registered
office.

      Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

      This Preferred Securities Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware.


                                       C-4



      All capitalized terms used but not defined in this Preferred Securities
Certificate are used with the meanings specified in the Trust Agreement,
including the Schedules and Exhibits thereto.

      IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed on behalf of the Trust this certificate this __ day of __________,
____.


                                         MORTGAGEIT CAPITAL TRUST II

                                         By:   _________________________________
                                               Name:
                                               Administrative Trustee


      This represents Preferred Securities referred to in the within-mentioned
Trust Agreement.

Dated:

                                         WILMINGTON TRUST COMPANY, not in its
                                         individual capacity, but solely as
                                         Property Trustee


                                         By:   _________________________________
                                               Authorized officer


                                       C-5



                          [FORM OF REVERSE OF SECURITY]

      The Trust promises to pay Distributions from May 26, 2005, or from the
most recent Distribution Date to which Distributions have been paid or duly
provided for, quarterly in arrears on January 30th, April 30th, July 30th and
October 30th of each year, commencing on July 30, 2005, at a variable rate per
annum, reset quarterly, equal to LIBOR plus 3.75% of the Liquidation Amount of
the Preferred Securities represented by this Preferred Securities Certificate,
together with any Additional Interest Amounts, in respect to such period.

      Distributions on the Trust Securities shall be made by the Paying Agent
from the Payment Account and shall be payable on each Distribution Date only to
the extent that the Trust has funds then on hand and available in the Payment
Account for the payment of such Distributions.

      Distributions on the Securities must be paid on the dates payable to the
extent that the Trust has funds available for the payment of such Distributions
in the Payment Account of the Trust. The Trust's funds available for
Distribution to the Holders of the Preferred Securities will be limited to
payments received from the Depositor.

      On each Note Redemption Date, on the stated maturity (or any date of
principal repayment upon early maturity) of the Notes and on each other date on
(or in respect of) which any principal on the Notes is repaid, the Trust will be
required to redeem a Like Amount of Trust Securities at the Redemption Price.
Under the Indenture, the Notes may be redeemed by the Depositor on any Interest
Payment Date, at the Depositor's option, on or after July 30, 2010 in whole or
in part from time to time at a redemption price equal to one hundred percent
(100%) of the principal amount thereof or the redeemed portion thereof, as
applicable, together, in the case of any such redemption, with accrued interest,
including any Additional Interest, to but excluding the date fixed for
redemption. The Notes may also be redeemed by the Depositor, at its option, at
any time, in whole but not in part, upon the occurrence of an Investment Company
Event or a Tax Event at the Special Event Redemption Price.

      The Trust Securities redeemed on each Redemption Date shall be redeemed at
the Redemption Price with the proceeds from the contemporaneous redemption or
payment at maturity of Notes. Redemptions of the Trust Securities (or portion
thereof) shall be made and the Redemption Price shall be payable on each
Redemption Date only to the extent that the Trust has funds then on hand and
available in the Payment Account for the payment of such Redemption Price.

      Payments of Distributions (including any Additional Interest Amounts), the
Redemption Price, Liquidation Amount or any other amounts in respect of the
Preferred Securities shall be made by wire transfer at such place and to such
account at a banking institution in the United States as may be designated in
writing at least ten (10) Business Days prior to the date for payment by the
Person entitled thereto unless proper written transfer instructions have not
been received by the relevant record date, in which case such payments shall be
made by check mailed to the address of such Person as such address shall appear
in the Security Register. If any Preferred Securities are held by a Depositary,
such Distributions shall be made to the Depositary in immediately available
funds.


                                       C-6



      The indebtedness evidenced by the Notes is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Debt (as defined in the Indenture), and this Security is
issued subject to the provisions of the Indenture with respect thereto.


                                       C-7



                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Securities Certificate to:


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



                    (Insert address and zip code of assignee)

and irrevocably appoints



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

Date:         _________________________________

Signature:    __________________________________________________________________
                   (Sign exactly as your name appears on the other side of
                           this Preferred Securities Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.


                                       C-8



                                                                       Exhibit D

                          Junior Subordinated Indenture


                                       D-1



                                                                       Exhibit E

                         FORM OF TRANSFEREE CERTIFICATE
                  TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS

                                                             ____________, [   ]

MortgageIT, Inc.
MortgageIT Capital Trust II
33 Maiden Lane
New York, NY 10038

            Re:   Purchase of $1,000 stated liquidation amount of Floating Rate
                  Preferred Securities (the "Preferred Securities") of
                  MortgageIT Capital Trust II

Ladies and Gentlemen:

            In connection with our purchase of the Preferred Securities we
confirm that:

            1.    We understand that the Floating Rate Preferred Securities (the
"Preferred Securities") of MortgageIT Capital Trust II (the "Trust") (including
the guarantee (the "Guarantee") of MortgageIT Holdings, Inc. (the "Guarantor")
executed in connection therewith) and the Floating Rate Junior Subordinated
Notes due 2035 of MortgageIT, Inc. (the "Company") (the "Subordinated Notes")
(the Preferred Securities, the Guarantee and the Subordinated Notes together
being referred to herein as the "Offered Securities"), have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered or sold except as permitted in the following sentence. We agree on
our own behalf and on behalf of any investor account for which we are purchasing
the Offered Securities that, if we decide to offer, sell or otherwise transfer
any such Offered Securities, such offer, sale or transfer will be made only (a)
to the Trust, (b) to a person we reasonably believe is a "qualified
institutional buyer" (a "QIB") (as defined in Rule 144 under the Securities Act)
in a transaction meeting the requirements of Rule 144A or (c) to an
institutional "accredited investor" within the meaning of subparagraph (a) (1),
(2), (3) or (7) of Rule 501 under the Securities Act that is acquiring Offered
Securities for its own account, or for the account of such an "accredited
investor," for investment purposes and not with a view to, or for offer or sale
in connection with, any distribution thereof in violation of the Securities Act,
in each case in accordance with any applicable securities laws of any state of
the United States or any other applicable jurisdiction and, in the case of (c),
subject to the right of the Trust and the depositor to require an opinion of
counsel and other information satisfactory to each of them. The foregoing
restrictions on resale will not apply subsequent to the date on which, in the
written opinion of counsel, the Preferred Securities are not "restricted
securities" within the meaning of Rule 144 under the Securities Act. If any
resale or other transfer of the Offered Securities is proposed to be made
pursuant to clause (c) above, the transferor shall deliver a letter from the
transferee substantially in the form of this letter to the Property Trustee as
Transfer Agent, which shall provide as applicable, among other things, that the
transferee is an "accredited investor" within the meaning of subparagraph (a)
(1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring such
Securities for investment purposes and not for distribution in violation of the
Securities Act. We acknowledge on our behalf and on behalf of any investor
account for which we are purchasing Securities that the Trust and the


                                       E-1



Company reserve the right prior to any offer, sale or other transfer pursuant to
clause (c) to require the delivery of any opinion of counsel, certifications
and/or other information satisfactory to the Trust and the Company. We
understand that the certificates for any Offered Security that we receive will
bear a legend substantially to the effect of the foregoing.

            2.    We are an "accredited investor" within the meaning of
subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act
purchasing for our own account or for the account of such an "accredited
investor," and we are acquiring the Offered Securities for investment purposes
and not with view to, or for offer or sale in connection with, any distribution
in violation of the Securities Act, and we have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Offered Securities, and we and any account for
which we are acting are each able to bear the economic risks of our or its
investment.

            3.    We are acquiring the Offered Securities purchased by us for
our own account (or for one or more accounts as to each of which we exercise
sole investment discretion and have authority to make, and do make, the
statements contained in this letter) and not with a view to any distribution of
the Offered Securities, subject, nevertheless, to the understanding that the
disposition of our property will at all times be and remain within our control.

            4.    In the event that we purchase any Preferred Securities or any
Subordinated Notes, we will acquire such Preferred Securities having an
aggregate stated liquidation amount of not less than $100,000 or such
Subordinated Notes having an aggregate principal amount not less than $100,000,
for our own account and for each separate account for which we are acting.

            5.    We acknowledge that either (A) we are not (and are not acting
as a fiduciary of or on behalf of) an employee benefit, individual retirement
account or other plan or arrangement subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code") (each a "Plan"), or
an entity whose underlying assets include "plan assets" by reason of any Plan's
investment in the entity, and are not purchasing the Offered Securities on
behalf of or with "plan assets" by reason of any Plan's investment in the
entity; (B) we are eligible for the exemptive relief available under one or more
of the following prohibited transaction class exemptions ("PTCEs") issued by the
U.S. Department of Labor: PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or another
applicable exemption, or (C) our purchase and holding of this security, or any
interest therein, are not prohibited by Section 406 of ERISA or Section 4975 of
the Code with respect to such purchase and holding.

            6.    We acknowledge that the Trust, the Company, the Guarantor and
others will rely upon the truth and accuracy of the foregoing acknowledgments,
representations, warranties and agreements and agree that if any of the
acknowledgments, representations, warranties and agreements deemed to have been
made by our purchase of the Offered Securities are no longer accurate, we shall
promptly notify the Company. If we are acquiring any Offered Securities as a
fiduciary or agent for one or more investor accounts, we represent that we have
sole discretion with respect to each such investor account and that we have full
power to make the foregoing acknowledgments, representations and agreement on
behalf of each such investor account.


                                       E-2



                                         (Name of Purchaser)



                                         By:   _________________________________

                                         Date: _________________________________

            Upon transfer, the Offered Securities would be registered in the
name of the new beneficial owner as follows.

Name: _________________________________________

Address: ______________________________________

Taxpayer ID Number: ___________________________


                                       E-3



                                                                       Exhibit F

                         FORM OF TRANSFEROR CERTIFICATE
                             TO BE EXECUTED FOR QIBs

                                                             ____________, [   ]

MortgageIT, Inc.
MortgageIT Capital Trust II
33 Maiden Lane
New York, NY 10038

            Re:   Purchase of $1,000 stated liquidation amount of Floating Rate
                  Preferred Securities (the "Preferred Securities") of
                  MortgageIT Capital Trust II

      Reference is hereby made to the Amended and Restated Trust Agreement of
MortgageIT Capital Trust II, dated as of May 26, 2005 (the "Trust Agreement"),
among Glenn J. Mouridy, Donald Epstein and John R. Cuti, as Administrative
Trustees, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust
Company, as Property Trustee, MortgageIT, Inc., as Depositor, MortgageIT
Holdings, Inc., as Guarantor, and the holders from time to time of undivided
beneficial interests in the assets of MortgageIT Capital Trust II. Capitalized
terms used but not defined herein shall have the meanings given them in the
Trust Agreement.

      This letter relates to $________________________ aggregate liquidation
amount of Preferred Securities which are held in the name of _____________ (the
"Transferor").

      In accordance with Article V of the Trust Agreement, the Transferor hereby
certifies that such Preferred Securities are being transferred in accordance
with (i) the transfer restrictions set forth in the Preferred Securities and
(ii) Rule 144A under the Securities Act ("Rule 144A"), to a transferee that the
Transferor reasonably believes is purchasing the Preferred Securities for its
own account or an account with respect to which the transferee exercises sole
investment discretion and the transferee and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A, in a transaction meeting
the requirements of Rule 144A and in accordance with applicable securities laws
of any state of the United States or any other jurisdiction.

      You are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

                                         (Name of Transferor)

                                         By:   _________________________________

                                               Name:
                                               Title:

Date: ______________________


                                       F-1



                                                                       Exhibit G
                                     FORM OF
                              OFFICERS' CERTIFICATE
                                      UNDER
                                 SECTION 8.16(a)

      Pursuant to Section 8.16(a) of the Amended and Restated Trust Agreement,
dated as of May 26, 2005 (as modified, supplemented or amended from time to
time, the "Trust Agreement") of MortgageIT Capital Trust II, a Delaware
statutory trust (the "Trust"), each of the undersigned hereby certifies that, to
the knowledge of the undersigned, none of the Depositor, the Guarantor, the
Administrative Trustees and the Trust are in default in the performance or
observance of any of the terms, provisions and conditions of the Trust Agreement
(without regard to any period of grace or requirement of notice provided under
the Trust Agreement) for the fiscal period ending on _________, 20__ [, except
as follows: specify each such default and the nature and status thereof].

      Capitalized terms used herein, and not otherwise defined herein, have the
respective meanings assigned thereto in the Trust Agreement.

                      [signatures appear on the next page]


                                       G-1



      IN WITNESS WHEREOF, the undersigned have executed this Officers'

Certificate as of __________, 20__.


                                         ____________________________
                                         Name:
                                         Title:   [Must be the Chief Executive
                                                  Officer, the President, or an
                                                  Executive Vice President] of
                                                  MortgageIT, Inc.


                                         ____________________________
                                         Name:
                                         Title:   [Must be the Chief Financial
                                                  Officer, the Treasurer, or an
                                                  Assistant Treasurer] of
                                                  MortgageIT, Inc.


                                         ____________________________
                                         Name:
                                         Title:   [Must be the Chief Executive
                                                  Officer, the President, or an
                                                  Executive Vice President] of
                                                  MortgageIT Holdings, Inc.


                                         ____________________________
                                         Name:
                                         Title:   [Must be the Chief Financial
                                                  Officer, the Treasurer, or an
                                                  Assistant Treasurer] of
                                                  MortgageIT Holdings, Inc.


                                         ____________________________
                                         Administrative Trustee of MortgageIT
                                         Capital Trust II
                                         Name:


                                         ____________________________
                                         Administrative Trustee of MortgageIT
                                         Capital Trust II
                                         Name:


                                         ____________________________
                                         Administrative Trustee of MortgageIT
                                         Capital Trust II
                                         Name:


                                       G-2



                                                                       Exhibit H

                     Form of Officer's Financial Certificate

      The undersigned, the [Chief Financial Officer/Treasurer/Assistant
Treasurer/ Secretary/ Assistant Secretary, Chairman/ViceChairman/Chief Executive
Officer/President/Vice President] hereby certifies, pursuant to Section 8.16(b)
of the Amended and Restated Trust Agreement, dated as of ______________, 2005,
that, as of [date], [20__], the Guarantor had the following ratios and balances
on a consolidated basis:

As of [Quarterly/Annual Financial Date]



Senior secured indebtedness for borrowed money ("Debt")                  $_____

Senior unsecured Debt                                                    $_____

Subordinated Debt                                                        $_____

Total Debt                                                               $_____

Ratio of (x) senior secured and unsecured Debt to (y) total Debt          _____%


[FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial
statements (including the balance sheet, income statement and statement of cash
flows, and notes thereto, together with the report of the independent
accountants thereon) of the Guarantor and its consolidated subsidiaries for the
three years ended [date], 20__.]

[FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated and
consolidating financial statements (including the balance sheet and income
statement) of the Guarantor and its consolidated subsidiaries for the fiscal
quarter ended [date], 20__.]

      The financial statements fairly present in all material respects, in
accordance with U.S. generally accepted accounting principles ("GAAP"), the
financial position of the Guarantor and its consolidated subsidiaries, and the
results of operations and changes in financial condition as of the date, and for
the [quarter] [annual] period ended [date], 20__, and such financial statements
have been prepared in accordance with GAAP consistently applied throughout the
period involved (expect as otherwise noted therein).


                                       H-1



      IN WITNESS WHEREOF, the undersigned has executed this Officer's Financial
Certificate as of this _____ day of _____________, 20__.


                                         By:________________________________
                                         Name:______________________________


                                         MortgageIT Holdings, Inc.
                                         33 Maiden Lane
                                         New York, NY 10038
                                         (212) 651-7661


                                       H-2



                                                                      Schedule A

      With respect to the Trust Securities, the London interbank offered rate
("LIBOR") shall be determined by the Calculation Agent in accordance with the
following provisions (in each case rounded to the nearest .000001%):

(1)   On the second LIBOR Business Day (as defined below) prior to a
Distribution Date (except, with respect to the first distribution payment
period, on May 24, 2005) (each such day, a "LIBOR Determination Date"), LIBOR
for any given security shall, for the following distribution period, equal the
rate, as obtained by the Calculation Agent from Bloomberg Financial Markets
Commodities News, for three-month U.S. Dollar deposits in Europe, which appears
on Dow Jones Telerate Page 3750 (as defined in the International Swaps and
Derivatives Association, Inc. 1991 Interest Rate and Currency Exchange
Definitions), or such other page as may replace such Page 3750, as of 11:00 a.m.
(London time) on such LIBOR Determination Date.

(2)   If, on any LIBOR Determination Date, such rate does not appear on Dow
Jones Telerate Page 3750 or such other page as may replace such Page 3750, the
Calculation Agent shall determine the arithmetic mean of the offered quotations
of the Reference Banks (as defined below) to leading banks in the London
interbank market for three-month U.S. Dollar deposits in Europe in an amount
determined by the Calculation Agent by reference to requests for quotations as
of approximately 11:00 a.m. (London time) on the LIBOR Determination Date made
by the Calculation Agent to the Reference Banks. If, on any LIBOR Determination
Date, at least two of the Reference Banks provide such quotations, LIBOR shall
equal such arithmetic mean of such quotations. If, on any LIBOR Determination
Date, only one or none of the Reference Banks provide such quotations, LIBOR
shall be deemed to be the arithmetic mean of the offered quotations that leading
banks in the City of New York selected by the Calculation Agent are quoting on
the relevant LIBOR Determination Date for three-month U.S. Dollar deposits in
Europe in an amount determined by the Calculation Agent by reference to the
principal London offices of leading banks in the London interbank market;
provided, that if the Calculation Agent is required but is unable to determine a
rate in accordance with at least one of the procedures provided above, LIBOR
shall be LIBOR as determined on the previous LIBOR Determination Date.

(3)   As used herein: "Reference Banks" means four major banks in the London
interbank market selected by the Calculation Agent; and "LIBOR Business Day"
means a day on which commercial banks are open for business (including dealings
in foreign exchange and foreign currency deposits) in London.


                                  Schedule A-1`