X0202 4 2006-12-11 0 0001045425 RAIT INVESTMENT TRUST RAS 0001168754 COHEN BETSY Z C/O RAIT PARTNERSHIP, L.P. 1818 MARKET ST., 28TH FL. PHILADELPHIA PA 19103 0 0 0 1 Chairman & Trustee Right to acaquire common shares under SERP 2006-12-11 5 J 0 E 69422 A Common Shares of Beneficial Interest 69422 149689 I SERP On December 11, 2006, 69,422 common shares were issued by the issuer to a rabbi trust established under a supplemental executive retirement plan ("SERP") in connection with the amendment and restatement as of December 11, 2006 of the reporting person's employment agreement and the SERP. The issuer previously issued 58,912 common shares to the rabbi trust and dividends on common shares held by the rabbi trust were reinvested to buy an additional 21,355 common shares. The reporting person's rights under the SERP are vested and the SERP provides that these common shares shall be distributed to the reporting person on July 1, 2007. The reporting person disclaims beneficial ownership of these common shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these common shares for purpose of Section 16 or for any other purpose. This report is not an admission that these rights constitute derivative securities. Anders F. Laren, attorney-in-fact 2006-12-13