RAIT INVESTMENT TRUST

                               PHANTOM SHARE PLAN

               (AS AMENDED AND RESTATED, EFFECTIVE JULY 20, 2004)

I.    PURPOSE. The purpose of the Plan is to provide a means whereby RAIT may
grant equivalent rights relating to the Shares of RAIT to Employees and
Trustees. These rights are structured to attract, reward and retain selected
Employees and Trustees who are responsible for shaping and carrying out the
long-range plans of RAIT. The Plan is designed to reward designated Employees
and Trustees for their efforts on behalf of RAIT and to align the economic
interests of such individuals with those of RAIT's shareholders.

II.   DEFINITIONS. The following definitions shall apply for all purposes of the
Plan:

      2.01 "ACCOUNT" means a bookkeeping account established on RAIT's books
pursuant to Section 5.02. The Account reflects the number of Phantom Shares that
shall be credited to the Participant following an award under Section 5.01.

      2.02 "BENEFICIARY" means the person(s) designated in writing by a
Participant to receive any benefits payable under this Plan subsequent to the
Participant's death. RAIT shall provide a form for this purpose. In the event a
Participant has not filed a Beneficiary designation with RAIT, or no Beneficiary
survives the Participant, the Beneficiary shall be the Participant's estate.

      2.03 "BOARD" means the Board of Trustees of RAIT.

      2.04 "CODE" means the Internal Revenue Code of 1986, as amended, and its
corresponding regulations.

      2.05 "COMMITTEE" means the committee appointed by the Board to administer
the Plan.

      2.06 "DEFERRAL ACCOUNT" means a bookkeeping account established on RAIT's
books pursuant to Section 8.03. The Deferral Account reflects the number of
Phantom Shares that have been credited to the Participant following a deferral
under Article VIII.

      2.07 "EMPLOYEE" means an employee of the Employer (including an officer or
director who is also an employee of the Employer).

      2.08 "EMPLOYER" means RAIT, and any subsidiary or affiliate of RAIT,
including RAIT Partnership, L.P.

      2.09 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      2.10 "FAIR MARKET VALUE" shall mean, per Share, the average of the highest
and lowest price of a Share on the New York Stock Exchange, or such other
national securities

exchange as may be designated by the Committee, on the applicable date, or, if
there are no sales of Shares on such date, then the average of the highest and
lowest price of the Shares on the last previous day on which a sale is reported.

      2.11 "GRANT AGREEMENT" means a written document issued by the Committee to
a Participant that shall specify the award of Phantom Shares to the Participant
as described in Section 5.01 and such other terms and conditions to which the
grant is subject.

      2.12 "MANAGEMENT EMPLOYEE" means an Employee who is a member of a select
group of management or highly compensated employees of the Employer and is
designated by the Committee as a Management Employee.

      2.13 "PARTICIPANT" means any Trustee or Employee who is designated by the
Committee as eligible to participate in the Plan under Section 4.01 and receives
an award of Phantom Shares. In the event of the death of a Participant, the term
shall mean his or her Beneficiary. In the event of the incompetency of a
Participant, the term shall mean his or her personal representative or guardian.

      2.14 "PHANTOM SHARES" means a phantom interest in RAIT that is awarded to
a Participant to reflect Shares as provided in this Plan.

      2.15 "PHANTOM SHARE VALUE" means the value of a Phantom Share as of a
particular date based on the Fair Market Value of a Share on such date.

      2.16 "PLAN" means the RAIT Investment Trust Phantom Share Plan as the same
is set forth herein and as it may be amended from time to time. Prior to this
amendment and restatement, the Plan was known as the RAIT Investment Trust
Phantom Share Plan for Non-Employee Trustees.

      2.17 "PLAN YEAR" means the calendar year.

      2.18 "RAIT" means RAIT Investment Trust, a Maryland real estate investment
trust.

      2.19 "SEPARATION FROM SERVICE" means the Employee's or Trustee's
separation from employment or service with the Employer for any reason,
including death, disability, voluntary termination, retirement, and termination
by the Employer for cause or without cause. Except as otherwise provided herein,
a "Separation from Service" shall be deemed to have occurred on the last day of
the Employee's or Trustee's actual employment or service with the Employer.

      2.20 "SHARES" means common shares of beneficial interest, par value $0.01,
of RAIT.

      2.21 "TRUSTEE" means a non-employee member of the Board.

III.  ADMINISTRATION AND DISCRETION. The Committee shall determine which
Employees and Trustees will receive grants of Phantom Shares. Further, the
Committee shall have full power and authority to interpret the Plan, to
prescribe, amend and rescind any rules, forms and procedures as it deems
necessary or appropriate for the proper administration of the Plan, to make any
other determinations, including factual determinations, and to take such other
actions as it deems necessary or advisable in carrying out its duties under the
Plan. All decisions and determinations by the Committee shall be final and
binding on the Participants, the Beneficiaries,

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RAIT, the Employers and any other persons having or claiming an interest under
the Plan. All decisions, actions and interpretations of the Committee required
under the Plan shall be in its sole discretion, not in a fiduciary capacity and
need not be uniformly applied to similarly situated individuals. No member of
the Committee shall be personally liable for any action taken with respect to
the Plan, and RAIT shall defend, indemnify, and hold each such individual
harmless, unless circumstances indicate the individual acted with gross
negligence or willful misconduct. The expenses incurred by the Committee in
administering the Plan shall be borne by RAIT.

IV.   PARTICIPATION.

      4.01 IN GENERAL. The Committee shall have the sole authority, in its sole
discretion, to determine, within the limitations of the Plan, each Employee and
Trustee who shall become a Participant and who shall be granted Phantom Shares
in any Plan Year, the number of such Phantom Shares and such other terms and
conditions relating to the Phantom Shares if not otherwise specified in the
Plan. A Phantom Share award granted to an Employee or Trustee in one Plan Year
does not mean that the Employee or Trustee will receive a Phantom Share award in
another year or that the Employee or Trustee will receive the same number or
value of Phantom Shares. Participation in the Plan is conditional upon the
Participant's acknowledgement, in writing or by acceptance of any Phantom Share
award, that all decisions and determinations of the Committee shall be final and
binding on the Participant, his or her Beneficiaries and any other person having
or claiming an interest under the Plan on behalf of the Participant.

      4.02 FACTORS TO BE CONSIDERED. In determining whether an individual may
become a Participant under the Plan, the Committee shall take into consideration
the Employee's or the Trustee's present and potential contribution to the
success of RAIT and his or her Employer and such other factors as the Committee
may deem proper and relevant.

V.    AWARD OF PHANTOM SHARES.

      5.01 AWARD OF PHANTOM SHARES. For each Plan Year, the Committee shall
notify those Participants who the Committee has designated to receive an award
of Phantom Shares and inform such Participants of the number of Phantom Shares
each has been awarded. The award of Phantom Shares to a Participant shall be
evidenced by a Grant Agreement that shall provide the number of Phantom Shares
awarded and the terms and conditions related to the Phantom Shares so awarded.
Such awarded Phantom Shares shall be credited to each Participant's Account as
specified in Section 5.02. No Account shall be credited with a fractional
Phantom Share.

      5.02 INTERESTS OF A PARTICIPANT. RAIT shall credit an Account with the
number of Phantom Shares credited to each Participant; provided, however, that
no Participant or any other person shall under any circumstance acquire any
property interest in any specific asset of RAIT. In the event a dividend is
declared with respect to the Shares, a cash payment shall be made to the
Participant by RAIT equal to the amount of the dividend that would have been
distributed if those Phantom Shares credited to the Participant's Account been
Shares, irrespective of whether the Participant's Phantom Shares have vested,
unless the Committee determines otherwise. Nothing contained in this Plan and no
action taken pursuant hereto shall create or be construed to create a fiduciary
relationship between RAIT or the Committee and any Participant or any other
person. To the extent that any person acquires a right to receive payment from
RAIT hereunder, such right shall be no greater than the right of any unsecured
general creditor of RAIT.


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      5.03 REPORT TO PARTICIPANTS. The Committee shall annually provide each
Participant with a statement as to the Phantom Share Value of the Phantom Shares
credited to the Participant's Account as of the last day of the immediately
preceding Plan Year.

VI.   VESTING.

      6.01 VESTING FOR EMPLOYEES. All Phantom Shares awarded to an Employee will
vest according to the schedule determined by the Committee on the date of grant
and set forth in the Employee's Grant Agreement. If an Employee incurs a
Separation from Service prior to fully vesting in his or her Phantom Shares, the
unvested Phantom Shares shall be immediately forfeited, unless the Committee
determines otherwise. The Committee, in its sole discretion, may accelerate the
vesting of Phantom Shares granted to an Employee at any time for any reason.

      6.02 VESTING FOR TRUSTEES. All Phantom Shares awarded to Trustees will be
fully vested on the date of grant.

VII.  REDEMPTION OF PHANTOM SHARES.

      7.01 REDEMPTIONS OF EMPLOYEES' PHANTOM SHARES. Except as otherwise
provided in Article VIII, the Committee shall specify in the Grant Agreement for
an Employee the time when vested Phantom Shares credited to the Employee's
Account will be redeemed. The redemption will be based on the Phantom Share
Value of such Phantom Shares as of the date the Committee designates as the
redemption date in the Grant Agreement. Any such redemptions shall be paid
within the forty-five (45) day period following the redemption date in a lump
sum in cash. Notwithstanding the immediately preceding sentence, if RAIT's
shareholders authorize the issuance of Shares under the Plan, the Committee may
determine, in its sole discretion, that the redemption paid to an Employee will
be paid in Shares not cash.

      7.02 REDEMPTIONS OF TRUSTEES' PHANTOM SHARES. RAIT shall redeem Phantom
Shares credited to a Trustee's Account upon a Trustee's Separation from Service
for any reason. The redemption shall apply to all of the Phantom Shares then
credited to the Trustee's Account based on the Phantom Share Value of such
Phantom Shares as of the date of the Trustee's Separation from Service. Any such
redemption shall be paid within the forty-five (45) day period following the
date of the Trustee's Separation from Service in a lump sum in cash.
Notwithstanding the immediately preceding sentence, if RAIT's shareholders
authorize the issuance of Shares under the Plan, the Committee may determine, in
its sole discretion, that the redemption paid to the Trustee after the Trustee's
Separation from Service will be paid in Shares not cash.

VIII. DEFERRALS

      8.01 DEFERRALS. The Committee may permit a Participant who is a Management
Employee to defer receipt of the redemption of any Phantom Shares that would
otherwise be due to the Participant under the Plan. If any such deferral
election is permitted, the rules and procedures for such deferral shall be as
set forth in this Article VIII or as otherwise determined by the Committee, in
its sole discretion.

      8.02 DEFERRAL ELECTION. If the Grant Agreement permits deferral of Phantom
Shares, a Management Employee may irrevocably elect to defer all or part of his
or her Phantom Shares

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until a date after the redemption date initially designated by the Committee in
the Grant Agreement. Deferral elections must be made in a form and manner
determined by the Committee and must be filed with the Committee during the
first thirty (30) days following the date of grant, or within such other time or
times prescribed by the Committee. Failure to make an effective election by the
date prescribed by the Committee will preclude a Management Employee from making
a deferral. In no event may a Management Employee change a deferral election
once made. The Committee will provide deferral election forms and instructions
for making a deferral election.

      8.03 DEFERRAL ACCOUNT. If a Management Employee elects to defer all or a
part of the Phantom Shares, the Phantom Shares that the Management Employee
elected to defer will be credited to a Deferral Account as of the date the
Phantom Shares would have otherwise been redeemed pursuant to Section 7.01. No
actual Shares or other assets will be held in the Deferral Account for the
Participant's benefit. As of the date the Phantom Shares are credited to the
Participant's Deferral Account, the Participant's Phantom Shares are considered
earned and are non-forfeitable.

      8.04 VALUE OF DEFERRAL ACCOUNT. The value of the Participant's Deferral
Account will be based upon the Phantom Share Value. As the Phantom Share Value
increases or decreases, the value of the Participant's Deferral Account will
increase or decrease accordingly.

      8.05 DIVIDEND EQUIVALENTS. When dividends are declared and paid on Shares,
a cash payment shall be made to the Participant by RAIT equal to the amount of
the dividend that would have been distributed if those Phantom Shares credited
to the Participant's Deferral Account had been Shares.

      8.06 REDEMPTION OF DEFERRED AMOUNTS. If the Management Employee makes a
deferral election pursuant to this Article VIII, the Management Employee will be
entitled to receive a redemption of all of the Phantom Shares then credited to
the Management Employee's Deferral Account based on the Phantom Share Value of
such Phantom Shares as of the date designated by the Management Employee in his
or her deferral election. The Management Employee may elect to receive such
redemption in a single payment or in equal annual installments over a period of
no longer than five years (or within such other period of time as may be
specified by the Committee), subject to such rules and restrictions that the
Committee determines in its sole discretion. Any such redemption shall be paid
within the forty-five (45) day period following the date(s) selected by the
Management Employee in a lump sum in cash. Notwithstanding the immediately
preceding sentence, if RAIT's shareholders authorize the issuance of Shares
under the Plan, the Committee may determine, in its sole discretion, that the
redemption paid to the Management Employee pursuant to the deferral election
will be paid in Shares not cash.

      8.07 HARDSHIP DISTRIBUTIONS. At any time prior to the redemption, if the
Management Employee incurs an "unforeseeable emergency," the Management Employee
may submit a written request to the Committee for a hardship distribution of all
or part of the amount then credited to the Management Employee's Deferral
Account. For purposes of this Section 8.07, an "unforeseeable emergency" means
severe financial hardship resulting from a sudden and unexpected illness or
accident involving the Management Employee, the Management Employee's spouse or
a member of the Management Employee's immediate family, loss of the Management
Employee's property due to casualty, or other similar extraordinary and


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unforeseeable circumstance arising as a result of events beyond the Management
Employee's control. A distribution will not be made if the hardship is or may be
relieved through reimbursement or compensation by insurance or otherwise, or by
liquidation of the Management Employee's assets (to the extent such liquidation
would not itself cause severe financial hardship). The Committee will determine
whether an unforeseeable emergency has occurred based on the regulations set
forth in Treasury Regulation section 1.457-6(c)(2), in its sole discretion.

      8.08 CLAIMS PROCEDURE.

            (a) CLAIM FOR BENEFITS. The Committee will advise each Management
Employee and Beneficiary of any benefits to which such person is entitled under
this Article VIII. If any such person believes that the Committee has failed to
advise them of any benefit to which such person is entitled, such person may
file a written claim with the Committee. The claim will be reviewed, and a
response provided, within a reasonable time after receiving the claim. Any
claimant who is denied a claim for benefits will be provided with written notice
setting forth (i) the specific reason or reasons for the denial; (ii) specific
reference to pertinent provisions of the Plan on which the denial is based;
(iii) a description of any additional material or information necessary for the
claimant to perfect the claim; (iv) an explanation of the claims review
procedure; and (v) an explanation of the claimant's right to bring an action
under section 502(a) of ERISA after an adverse benefit determination on review.

            (b) APPEAL. Within sixty (60) days after receipt by a claimant of a
notice denying a claim under the Plan, the claimant or a duly authorized
representative may request in writing a full and fair review of the claim by the
Committee. The Committee may extend the sixty (60) day period where the nature
of the benefit involved or other attendant circumstances make such extension
appropriate. In connection with such review, the claimant or a duly authorized
representative may review pertinent documents and may submit issues and comments
in writing. The Committee will make a decision promptly, and not later than
sixty (60) days after the Committee's receipt of a request for review, unless
special circumstances (such as the need to hold a hearing, if the Committee
deems one necessary) require an extension of time for processing, in which case
a decision will be rendered as soon as possible, but not later than one hundred
and twenty (120) days after receipt of a request for review. The decision on
review will be in writing and will include specific reasons for the decision,
written in a manner calculated to be understood by the claimant, specific
references to the pertinent provisions of the Plan on which the decision is
based, and an explanation of the claimant's right to bring an action under
section 502(a) of ERISA.

      8.09 FUNDING. The deferrals permitted pursuant to this Article VIII are
intended to be made pursuant to a "top hat" plan, exempt from the substantive
requirements of ERISA. The sole interest of each Management Employee under this
Article VIII is to receive the benefits provided under this Article VIII as and
when they become due and payable in accordance with the terms of this Article
VIII. Neither RAIT nor the Employer need maintain any separate fund or account
to provide any benefits provided under this Article VIII. Management Employees
and persons claiming under or through Management Employees will have no right,
title, or interest in or to any of the assets of RAIT or the Employer and will
have only general unsecured creditor status with respect to benefits redeemable
under this Article VIII.


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IX.   MISCELLANEOUS.

      9.01 TRANSFERABILITY. No Phantom Share issued under this Plan shall be
transferred, assigned, pledged, encumbered or exercised by the Participant, and
a Phantom Share may be redeemed during the lifetime of a Participant only by the
Participant.

      9.02 NO RIGHTS AS SHAREHOLDER. No Participant shall have any rights as a
shareholder of RAIT (or any subsidiary or affiliate), including the right to any
cash dividends (except as provided in Sections 5.02 and 8.05), or the right to
vote, as a result of the award.

      9.03 ADJUSTMENT TO PHANTOM SHARES. Unless determined otherwise by the
Committee, in the event of a share split, share dividend, reclassification,
reorganization, or other capital adjustment of Shares, the number of Phantom
Shares which have been issued under the Plan shall be adjusted in the same
manner as the Shares are adjusted.

      9.04 NO RIGHTS TO CONTINUED EMPLOYMENT OR SERVICE. Nothing in this Plan,
and no action taken pursuant hereto, shall confer upon any Participant the right
to continue in employment or service with the Employer, or affect the right of
an Employer to terminate the Participant's employment or service at any time for
any reason.

      9.05 WITHHOLDING TAX. Notwithstanding any other provision of this Plan, if
required, the Employer shall be entitled to withhold from, or in respect of, any
payment to be made upon the vesting and/or redemption of Phantom Shares, an
amount sufficient to satisfy all federal, state and local tax withholding
requirements (including FICA and Medicare taxes) relating thereto. Such
withholding may also be made from other amounts due from the Employer to the
Participant or upon the occurrence of any other event that would cause the
Phantom Shares to be deemed taxable compensation to the Participant.

      9.06 NOTICES. Any notice hereunder to be given to RAIT or the Committee
shall be in writing and shall be delivered in person to the Secretary of RAIT,
or shall be sent by registered mail, return receipt requested, to the Secretary
of RAIT at RAIT's executive offices, and any notice hereunder to be given to the
Participant shall be in writing and shall be delivered in person to the
Participant, or shall be sent by registered mail, return receipt requested, to
the Participant at the Participant's last address as shown in the employment
records of RAIT. Any notice duly mailed in accordance with the preceding
sentence shall be deemed provided on the date postmarked.

      9.07 TERMINATION AND AMENDMENT OF THE PLAN/MODIFICATION OF PHANTOM SHARES.
The Plan may be terminated, modified or amended by the Committee at any time,
except with respect to any Phantom Shares then outstanding under the Plan;
provided, however, that the Committee may accelerate the redemption of any
Phantom Shares then outstanding as if a redemption were then being made under
Article VII. Notwithstanding the immediately preceding sentence or anything in
the Plan or a Grant Agreement to the contrary, the Committee may amend the Plan
or the terms of an outstanding Phantom Share awarded under the Plan without the
consent of any Participant (including as to any Phantom Shares credited to a
Deferral Account pursuant to Article VIII) to reflect changes or clarifications
in the law, the Code or guidance issued by the Internal Revenue Service relating
to the taxation of Phantom Shares issued under the Plan or the deferral of such
Phantom Shares, irrespective of whether any such amendment may adversely impact
the prior treatment of Phantom Shares awarded or deferred

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under the Plan. Nothing contained in the Plan shall preclude RAIT from entering
into any type of transaction such as a reorganization, merger or
recapitalization, or other change in its capital structure and any such
transaction shall not require the acceleration of payment under this Plan except
to the extent expressly provided in this Plan.

      9.08 OTHER BENEFITS. Payments under this Plan shall not be taken into
account as compensation in determining or calculating other benefits under any
other plan or program of the Employer which bases a benefit on compensation.

      9.09 EFFECTIVE DATE OF PLAN. The Plan, as hereby amended and restated,
shall be effective as of July 20, 2004. The original effective date of the Plan
was January 29, 2004.

      9.10 MISCELLANEOUS.

            (a) If RAIT shall find that any person to whom any payment is
payable under this Plan is unable to care for such person's affairs because of
illness or accident, or is a minor, any payment due (unless a prior claim
therefor shall have been made by a duly appointed guardian, committee or other
legal representative) may be paid to the spouse, a child, a parent, or a brother
or sister, or to any person deemed by RAIT to have incurred expense for such
person otherwise entitled to payment, in such manner and proportions as RAIT may
determine. Any such payment shall be a complete discharge of the liabilities of
RAIT under this Plan.

            (b) This Plan shall be binding upon and inure to the benefit of
RAIT, its successors and assigns and the Participant and the Participant's
heirs, executors, administrators and legal representatives.

            (c) This Plan shall be construed in accordance with, and governed
by, the laws of the State of Maryland.

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