SECOND AMENDMENT TO RIGHTS AGREEMENT

     This Second  Amendment to Rights Agreement (the "Second  Amendment"),  made
and entered into as of the 14th day of November  2002, is by and between  CRIIMI
MAE INC., a Maryland corporation (the "Corporation"), and REGISTRAR AND TRANSFER
COMPANY, a New Jersey corporation, as Rights Agent (the "Rights Agent").

                                    RECITALS

     A. The  Corporation  and the Rights  Agent are party to a Rights  Agreement
dated as of January 23, 2002, as amended by Amended and Restated First Amendment
to  Rights  Agreement  dated as of June 10,  2002 (as so  amended,  the  "Rights
Agreement").

     B.  Pursuant to Section 27 of the Rights  Agreement,  the  Corporation  may
amend the  Rights  Agreement  without  the  approval  of any  holders  of Rights
Certificates  (as defined in the Rights  Agreement) as the  Corporation may deem
necessary or  desirable  until such time as the Rights (as defined in the Rights
Agreement) are no longer redeemable.

     C. The Rights are currently redeemable.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein  contained  and other good and  valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:

     1. Amendatory Provision.  The definition of "Acquiring Person" contained in
Section  1(a) of the  Rights  Agreement  is  hereby  amended  by  inserting  the
following clause (vi) in full at the end of the first sentence of the definition
of "Acquiring Person":

         , and (vi) Brascan Real Estate Financial Investments LLC, a Delaware
         limited liability company ("Brascan"), unless and until such time as
         Brascan becomes the Beneficial Owner of Common Shares other than (a)
         Common Shares received pursuant to the Investment Agreement dated as
         of November 14, 2002 between the Corporation and Brascan, and (b)
         Common Shares received pursuant to a stock dividend on, or subdivision
         of, the Common Shares received pursuant to such Investment Agreement.

     2.  Existing  Agreement.  Except as expressly  amended  hereby,  all of the
terms,  covenants and  conditions  of the Rights  Agreement (i) are ratified and
confirmed;  (ii) shall remain unamended and not waived; and (iii) shall continue
in full force and effect.

     3. Governing Law. This Second  Amendment  shall be governed by the internal
laws of the  State of  Maryland  without  giving  effect  to the  principles  of
conflict of laws thereof.

     4.  Counterparts.  This Second  Amendment may be executed in  counterparts,
each of which  shall be deemed an  original,  and all of which  taken  together,
shall constitute one and the same instrument.



     5. Enforceability.  If any provision of this Second Amendment shall be held
to be illegal,  invalid or  unenforceable  under any  applicable  law, then such
contravention  or invalidity shall not invalidate the entire Second Amendment or
the Rights  Agreement.  Such  provision  shall be deemed to be  modified  to the
extent  necessary  to  render it legal,  valid and  enforceable,  and if no such
modification  shall  render it legal,  valid and  enforceable,  then this Second
Amendment and the Rights  Agreement  shall be construed as if not containing the
provision  held to be  invalid,  and the rights and  obligations  of the parties
shall be construed and enforced accordingly.

                          [Signature Page Follows]


     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed and attested, all as of the day and year first above written.


                                               CRIIMI MAE INC.



Attest:  /s/Nancy E. Currier                   By:  /s/David B. Iannarone
         -----------------------------         -------------------------------
         Name:    Nancy E. Currier             Name:  David B. Iannarone
         Title:   Assistant Secretary          Title: Executive Vice President


                                               REGISTRAR AND TRANSFER
                                               COMPANY, as Rights Agent



Attest:  /s/Walter Boraczek                    By:  /s/William P. Tatler
         ---------------------------------     ---------------------------
         Name:    Walter Boraczek              Name:  William P. Tatler
         Title:   Vice President               Title: Vice President