X0202 4 2005-04-28 0 0001045425 RAIT INVESTMENT TRUST RAS 0001170823 MESZNIK JOEL C/O RAIT PARTNERSHIP, L.P. 1818 MARKET ST., 28TH FL. PHILADELPHIA PA 19103 0 0 0 1 Trustee Phantom Shares 2005-04-28 4 A 0 92 0.00 A Common Shares of Beneficial Interest 92 448 D 1-for-1 The phantom shares are fully vested on the date of grant. RAIT Investment Trust ("RAIT") will redeem the phantom shares upon the separation from service of the reporting person from RAIT's Board of Trustees. Redemptions will occur within 45 days from such separation for an amount equal to the fair market value of the underlying common shares of RAIT ("Common Shares")on the termination date. If after the date of grant RAIT's shareholders authorize the issuance of Common Shares under the RAIT Phantom Share Plan, RAIT's Compensation Committee may provide, in its sole discretion, that after such separation the reporting person's phantom shares will be redeemed by a distribution to the reporting person of an equivalent number of Common Shares in lieu of cash. /s/ Joel R. Mesznik 2005-04-29