0000950134-05-023000 Sample Contracts

CAPSTEAD MORTGAGE CORPORATION 40,000 Capital Securities Fixed/Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENT
Subscription Agreement • December 12th, 2005 • Capstead Mortgage Corp • Real estate investment trusts • New York

Capstead Mortgage Corporation, a Maryland corporation (the “Company”), and its financing subsidiary, Capstead Mortgage Trust II, a Delaware statutory trust (the “Trust,” and hereinafter together with the Company, the “Offerors”), hereby confirm their agreement (this “Agreement”) with you as placement agents (the “Placement Agents”), as follows:

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