AMENDED AND RESTATED EMPLOYMENT AGREEMENT

I, Stephen D. Plavin, agree to the terms and conditions of employment with Capital Trust, Inc. (the “ Company ”) set forth in this Employment Agreement (this “ Agreement ”) dated as of December 28, 2005 (“Original Effective Date ”), and amended and restated as of January 1, 2009 (“Effective Date”).

1.            Term of Employment.

(a)            Term.   My employment under this restated Agreement shall commence effective as of the Effective Date and shall end on December 31, 2009 (as extended, if at all pursuant to Section 1(b) hereof, “ Expiration Date ”) or such earlier date on which my employment is terminated under Section 5 of this Agreement (the period from the Effective Date through the Expiration Date, or such earlier termination as provided for herein being referred to herein as the “ Term ”).  If the Company continues to employ me beyond the Expiration Date without entering into a written agreement extending the term of this Agreement, except as provided in a new written employment agreement between the Company and me, I shall continue to receive the base salary in effect as of the Expiration Date for as long as I remain employed by the Company, but all other obligations and rights under this Agreement shall prospectively lapse as of the Expiration Date, except my right to payment of compensation accrued or earned prior to the Expiration Date or any other rights which by their terms extend beyond the Expiration Date, including the Company’s ongoing indemnification obligation under Section 4, any post-termination payment provisions under Section 5(a), my confidentiality and other obligations under Section 6, and our mutual arbitration obligations under Section 8, and I thereafter shall be an at-will employee of the Company.

2.            Nature of Duties .  I shall be the Company’s Chief Operating Officer and shall have all of the customary powers and duties associated with that position.  I shall manage the origination, closing, and asset management for all of the Company’s (including controlled affiliates and subsidiaries acquired or established during the term of the Agreement) subordinate real estate loan and securities investment activities.  All of the employees engaged in such activities shall (directly or indirectly) report to me.  I shall report directly to the Company’s Chief Executive Officer (“ CEO ”), and shall devote my full business time and effort to the performance of my duties for the Company.  I shall be subject to the Company’s policies, procedures and approval practices, as generally in effect from time to time and made known to me, to the extent consistent with this Agreement.  I shall not, while employed by the Company, engage in, accept employment from or provide services to any other person, firm, corporation, governmental agency or other entity; provided, however, that subject to Section 6(c) hereof, I may (a) devote a reasonable amount of time to civic activities and (b) maintain not more than two outside board positions with companies which do not compete with the Company, subject to the prior consent of the Company’s Board of Directors (“ Board ”), which consent shall not be unreasonably withheld, provided that such activities do not conflict with or detract from my diligent performance of my duties hereunder.

3.            Place of Performance.   I shall be based in New York City, except for required travel on the Company’s business.

4.            Compensation and Related Matters .

(a)            Base Salary.   The Company shall pay me base salary at an annual rate of $500,000 for the calendar year 2009, subject to future upward adjustments at the discretion of the Board.  My base salary shall be paid in conformity with the Company’s salary payment practices generally applicable to senior Company executives (which shall be not less often than monthly).

(b)            Annual Bonuses; Annual Long Term Equity Incentive Grants.   The Company shall pay me annual bonuses and grant me annual long term equity incentives, determined as follows:

(i)              Intentionally left blank.

(ii)              For each calendar year of the Term commencing with January 1, 2009, I shall receive pursuant to Section 10(b) of the Company’s 2007 Long Term Incentive Plan (the “ LTIP ”), a Performance Compensation Award grant that provides for an annual cash bonus opportunity for that calendar year ranging from 100% of my base salary at threshold performance to 200% of my base salary at maximum performance (with a target of 150% of my base salary at target performance) achieved in respect of Annual Performance Measures (as defined below) established for the calendar year as the Performance Period.  Before March 31 of each such calendar year, the Performance Measures containing threshold, target and maximum performance criteria shall be set by the Compensation Committee of the Board (the “ Compensation Committee ”), but only after consultation with me in advance and only when the performance measures are substantially uncertain to be satisfied (the “ Annual Performance Measures ”).  Any cash bonus earned pursuant to such Performance Compensation Award shall be paid as promptly as practicable following the end of each calendar year during the Term, but not later than the March 15th immediately following the end of the calendar year to which the bonus relates..

(iii)              I shall be eligible for such other bonuses and other incentive compensation under bonus and incentive stock plans (including plans that provide for performance compensation tied to carried interest and incentive investment management fees from funds under management) generally available to other senior Company executives as the Compensation Committee determines in its sole discretion.  The Company shall pay such bonuses or incentive compensation as promptly as practicable following the end of each calendar year during the Term, but not later than the March 15th immediately following such calendar year to which the bonus relates.

(c)            Additional, Restricted Stock, and Incentive Plans.

(i)              As of the Original Effective Date, pursuant to the 2004 Long Term Incentive Plan, the Company granted to me 90,000 Restricted Shares of Class A common stock of the Company (the “ Initial Grant ”).

(ii)              If the Company exercises its option to extend the Expiration Date to December 31, 2009 under Section 1(b), above, the Company shall grant to me on or about January 1, 2009, pursuant to the LTIP, an additional 30,000 Restricted Shares of Class A common stock of the Company (the “ Additional Grant ”).  The Additional Grant shall (unless my employment has terminated or as otherwise provided for herein) vest as follows:  (I) 50% of the shares shall vest on December 31, 2009, and (II) 50% of the shares shall be structured as a “Performance Compensation Award” pursuant to Section 10(b) of the LTIP, and shall vest on December 31, 2009, subject to satisfaction of the Grant Performance Hurdle, measured for the one-year period commencing on January 1, 2009 and ending on December 31, 2009.  For the purpose of calculating whether the Grant Performance Hurdle has been achieved, the starting and ending share price shall be determined based on the average closing price of the Class A common stock of the Company for the ten trading day periods which end on 1/1/09 and 12/31/09. All dividends that are earned and accrue with respect to all vested and unvested Restricted Shares issued pursuant to the Additional Grant shall be paid to me upon issuance.

(d)            Performance Compensation Award.   As of the Original Effective Date, pursuant to the LTIP, the Company granted to me a Performance Compensation Award that provides for cash payments to me equal to 2% of any payments received by the Company as incentive management fees paid by CT Mezzanine Partners III, Inc. (“ Fund III ”) (representing 5% of the fees allocated to employees of the Company).  The Performance Compensation Award shall (unless otherwise provided for herein) vest as follows: 65% shall be vested as of the Effective Date and the remaining 35% shall be vested upon the Company’s receipt of the incentive management fees.

(e)            Standard Benefits.   During my employment, I shall be entitled to participate in all employee benefit plans and programs, including paid vacations, to the same extent generally available to other senior Company executives, in accordance with the terms of those plans and programs, including, without limitation, continued coverage for me under the term life insurance policy as in effect immediately prior to the Effective Date. Where applicable, I shall apply for all reimbursements hereunder for a particular calendar year not later than forty-five (45) days after it ends, and payment shall occur not later than March 15 immediately following the end of the calendar year to which the reimburseable expense relates.

(f)            Indemnification.   The Company shall extend to me the same indemnification arrangements as are generally provided to other senior Company executives, including after the termination of my employment.  Notwithstanding the foregoing, during the Term, the Company shall continue in effect, at a minimum, the same level of indemnification and the same level of Directors and Officers insurance coverage as were in effect immediately prior to the Effective Date.

(g)            Expenses.   I shall be entitled to receive prompt reimbursement, which the Company shall make within two and one-half months after I submit adequate documentation, for all reasonable and customary travel and business expenses I incur in connection with my employment but I must incur and account for those expenses in accordance with the policies and procedures established by the Company. In any event, I shall apply for all reimbursements hereunder for a particular calendar year not later than forty-five (45) days after it ends, and payment shall occur not later than March 15 immediately following the end of the calendar year to which the reimbursable expense relates.

(h)            Sarbanes-Oxley Act Loan Prohibition.   To the extent that any Company benefit, program, practice, arrangement, or this Agreement would or might otherwise result in my receipt of an illegal loan (“ Loan ”), the Company shall use reasonable efforts to provide me with a substitute for the Loan that is lawful and of at least equal value to me.

5.            Separation From Service .

(a)            Rights and Duties.   If I experience a Separation from Service (as defined in Section 5(b) below, I shall be entitled to the amounts or benefits shown on the applicable row of the following table, subject to the balance of this Section 5 and to the terms and conditions set forth in Section 13, below.  The Company and I shall have no further obligations to each other, except the Company’s ongoing indemnification obligation under Section 4, my confidentiality and other obligations under Section 6, and our mutual arbitration obligations under Section 8, or as set forth in any written agreement I subsequently enter into with the Company.

(b)            Separation from Service .  As determined by the Company in accordance with Treas. Reg. §1.409A-1(h), a Separation from Service shall occur when the facts and circumstances indicate that the Company and I reasonably anticipate that either (i) no further services will be performed for the Company after a certain date, or (ii) that the level of bona fide services I will perform for the Company after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by me (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Company if I have been providing services to the Company for less than 36 months).

If I am on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Company and I shall be treated as continuing intact, provided that the period of such leave does not exceed six months, or if longer, so long as I retain a right to reemployment with the Company under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the I do not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Agreement as of the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that I will return to perform services for the Company. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 6 months, where such impairment causes me to be unable to perform the duties of my position of employment or any substantially similar position of employment, a 29-month period of absence may be substituted for such 6-month period.

(c)            Discharge for Cause. The Company may terminate my employment at any time if the Board has Cause to terminate me. “ Cause ” shall include, but not be limited to:

(i)               Fraud and Dishonesty.   My commission of a willful act of fraud, embezzlement or misappropriation of any money or properties of the Company or its affiliates (other than an insubstantial and unintentional misappropriation that has been remedied within 10 days after the Company provides me with notice of such misappropriation).

(ii)               Criminal Act.   My conviction of a felony or any material violation of any federal or state securities law (whether by plea of nolo contendere or otherwise) or my being enjoined from violating any federal or state securities law or being determined to have violated any such law.

(iii)               Reckless Conduct.   My engaging in willful or reckless misconduct in connection with any property or activity, the purpose or effect of which materially and adversely affects the Company and/or its subsidiaries and affiliates, and/or their predecessors and successors (collectively, the “ Group ”).

(iv)               Substance Abuse.   My repeated and intemperate use of alcohol or illegal drugs after written notice from the Board that such use, if continued, would result in the termination of my employment hereunder.

(v)               Breach of Agreement.   My failure to cure my material breach of any of my obligations under this Agreement (other than by reason of physical or mental illness, injury, or condition) after having received 10 days’ notice from the Board of the breach.

(vi)               Barred from Office.   My becoming barred or prohibited by the SEC from holding my position with the Company.

(vii)               Material Breach of Company Policy or Code of Ethics.   My material breach of any Company policy (provided that I have been provided with a copy of or access to, or am otherwise aware of, the policy) or of the Company’s Code of Ethics.

(viii)               Failure to Perform Duties .  My continued failure or refusal to perform any material duty or responsibility under this Agreement (other than by reason of physical or mental illness, injury, or condition) after having received 10 days’ notice from the Board.

(d)            Termination for Disability.   Except as prohibited by applicable law, the Company may terminate my employment on account of Disability, or may transfer me to inactive employment status, which shall have the same effect under this Agreement as a termination for Disability.  “ Disability ” means a physical or mental illness, injury, or condition that prevents me from performing substantially all of my duties under this Agreement for at least 120 consecutive calendar days or for at least 180 calendar days, whether or not consecutive, in any 365 calendar day period, and can or is likely to do so, as certified by a physician selected by the Board.

(e)            Discharge Other Than for Cause or Disability.   The Company may terminate my employment at any time for any reason, and without advance notice.  If I am terminated by the Company other than for Cause under Section 5(b) or Disability under Section 5(c), I will only receive the special benefits provided for a Discharge other than for Cause or Disability under Section 5(a) if I sign a separation agreement and general release in the form attached hereto as Schedule A and do not thereafter revoke the release.

(f)            Resignation.   If I resign other than for Good Reason, the Company may accept my resignation effective on the date set forth in my notice or any earlier date. If I resign other than for Good Reason, I agree that the Restricted Period (as defined in Section 6(b)) shall begin on the date of my resignation.  If I resign for Good Reason, my employment will end on my last date of work and I will receive the benefits to which I am entitled under Section 5(a), but only if I sign the separation agreement and general release described in Section 5(d), above, and I do not thereafter revoke the release.  “ Good Reason ” means that, without my express written consent and through no fault of my own, one or more of the following events occurred after my execution of this Agreement:

(i)               Demotion.   I am assigned any duties, responsibilities or title materially inconsistent with my rights under this Agreement.

(ii)               Compensation Reduction.   My “base compensation” (within the meaning of Code Section 409A) provided for under this Agreement is materially reduced (other than any reduction resulting from the good faith application by the Compensation Committee of performance factors under the LTIP).

(iii)               Relocation.   The Company requires me, without my consent, to be based at any office or location outside of a 40-mile radius of midtown Manhattan, New York, New York.

(iv)               Breach of Promise.   The Company fails to cure its material breach of this Agreement within thirty business days after I give it written notice thereof.

(v)               Discontinuance of Benefits.   The Company stops providing me with compensation and benefits that, in the aggregate, are substantially as valuable to me as those I enjoyed immediately prior to the Effective Date other than a result of across-the-board benefit reductions affecting all executives of similar status employed by the Company and any entity in control of the Company.

(vi)               Change of Control .  The Company is involved in:

(1)           a merger or acquisition in which 50%