PLEDGE AND SECURITY AGREEMENT

This PLEDGE AND SECURITY AGREEMENT (this “ Agreement ”) dated as of March 16, 2009 by CAPITAL TRUST, INC., a Maryland corporation (the   “ Pledgor ”), for the benefit of WESTLB AG, NEW YORK BRANCH, as collateral agent on behalf of the lenders party to the Credit Agreement (as hereinafter defined) (in such capacity, together with its successors in such capacity, the “ Collateral Agent ”).

A.           The Pledgor, the Collateral Agent and certain other lenders (collectively, “ Lenders ”) are parties to that certain Amended and Restated Credit Agreement, dated as of the date hereof (as may be further amended or modified, collectively, the “ Credit Agreement ”).

B.           For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor has agreed to pledge and grant, and, pursuant to this Agreement, does hereby pledge and grant, a first priority security interest in the Collateral (as defined below) as security for the Obligations.

Accordingly, the parties hereto agree as follows:

Section 1.               Definitions .

“ Certificated Securities ” shall mean the Pledged Securities identified on Schedule 2 attached hereto.

“ Collateral ” shall have the meaning ascribed thereto in Section 2 hereof.

“ Obligations ” shall have the meaning ascribed thereto in the Credit Agreement.

“ Pledged Securities ” shall mean the assets as described on Schedule 1 attached hereto.

“ Secured Parties ” shall have the meaning ascribed thereto in the Credit Agreement.

“ Securities Account Control Agreement ” shall mean that certain Securities Account Control Agreement in respect of account number 725839.1 held with the Securities Intermediary, among the Pledgor, the Collateral Agent and the Securities Intermediary, dated as of the date hereof.

“ Securities Account ” shall have the meaning ascribed thereto in the Credit Agreement.

“ Securities Intermediar y” shall mean Bank of America, National Association

“ Securities Rights ” means all voting and other rights and remedies in respect of any of the Pledged Securities, and all securities, interest or other distributions and any other right or property which the Pledgor shall receive or shall become entitled to receive for any reason whatsoever with respect to, in replacement for, in substitution for or in exchange for any of the Pledged Securities, in which the Pledgor now has or hereafter acquires any right.

“ UCC-1 Financing Statements ” shall mean the UCC-1 Financing Statements filed to perfect the security interests granted herein.

“ Uniform Commercial Code ” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York.

Capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement.

Section 2.               Pledge and Delivery of Collateral .

2.1            The Pledge .  As security for the prompt payment in full when due of the Obligations, the Pledgor hereby pledges, assigns and grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Pledgor’s right, title and interest in the following property wherever located (all being collectively referred to herein as “ Collateral ”):

(i)           all Pledged Securities;

(ii)          the Securities Account, all “financial assets” (as defined in the Uniform Commercial Code) and cash credited to the Securities Account;

(iii)         all “investment property”, “instruments”, “general intangibles”, “accounts”, “chattel paper” and “supporting obligations” (each, as defined in the Uniform Commercial Code) and all Securities Rights, in each case, relating to or constituting any and all of the foregoing set forth in items (i) and (ii) of this Section 2.1 ; and

(iv)         any and all interest on, and proceeds (including, without limitation, condemnation proceeds) of, any and all of the foregoing set forth in items (i) through (iii) of this Section 2.1 ;

in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever located.

2.2            Delivery of the Collateral .  All Pledged Securities (including without limitation, all Certificated Securities), shall be credited to and held at all times in the Securities Account on behalf of the Collateral Agent for the benefit of the Secured Parties, and evidence of such credit and holding shall be delivered to the Collateral Agent from the Securities Intermediary.

Section 3.               Representations and Warranties .  The Pledgor represents and warrants as of the date hereof that:

(b)            Schedule I sets forth an accurate description of the Pledged Securities.  The Pledgor has not assigned, pledged or otherwise conveyed or encumbered the Collateral to any other Person other than the Collateral Agent under this Agreement, and the Pledgor is the record and beneficial owner of, and has good and marketable title to, the Collateral free and clear of any and all Liens or options in favor of, or claims of, any other Person, except the Lien created by this Agreement;

(c)           the provisions of this Agreement are effective to create in favor of the Collateral Agent a valid security interest in all right, title and interest of the Pledgor in, to and under the Collateral;

(d)           upon receipt by the Securities Intermediary of the Pledged Securities pursuant to Section 2.2 of this Agreement, by virtue of this Agreement and the Control Agreement, the Lien granted pursuant to this Agreement will constitute a valid, perfected first-priority Lien on the Collateral, enforceable as such against all creditors of the Pledgor and any persons purporting to purchase any of such Collateral;

(e)           the principal place of business and chief executive office of the Pledgor is 410 Park Avenue, 14th Floor, New York, New York 10022-9442; and

(f)           the exact legal name of the Pledgor is Capital Trust, Inc.

Section 4.               Covenants .  In furtherance of the grant of the pledge and security interest pursuant to Section 2 hereof, the Pledgor hereby agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:

4.1            Delivery and Other Perfection .  The Pledgor shall, and hereby authorizes the Collateral Agent to, give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary (in the reasonable judgment of the Collateral Agent) to create, preserve or perfect the security interest granted pursuant hereto or, upon the occurrence and during the continuance of an Event of Default, to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest, including, without limitation, causing any or all of the Collateral to be transferred of record into the name of the Collateral Agent or its nominee.  The Pledgor hereby authorizes the Collateral Agent to file any financing statement or continuation statement without the signature of the Pledgor to the extent permitted by law.

4.2            Sale of Collateral; Liens .  Without the prior written consent of the Collateral Agent, the Pledgor shall not, directly or indirectly, except as otherwise permitted by this Agreement (i) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Collateral, or (ii) create, incur, authorize or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Agreement.  The Pledgor shall defend the right, title and interest of the Collateral Agent in and to the Collateral against the claims and demands of all persons whomsoever.

4.3            Use of Collateral .  The Pledgor will not remove any Collateral from the Securities Account once such Collateral is credited thereto, except Distributions (as defined in the Control Agreement) in accordance with the terms of the Control Agreement.

4.4            Pledged Securities .

(a)           So long as no Event of Default has occurred and is continuing Pledgor shall have the right to receive any payments with respect to any Pledged Securities and apply such payments on its own account and to its benefit.

(b)           So long as no Event of Default has occurred and is continuing, all payments received by the Pledgor with respect to the Collateral shall be deposited directly into the Securities Account or such other account as designated by the Pledgor and, absent any Event of Default, shall be swept to Debtor’s account at the Securities Intermediary within two (2) Business Days.

(c)           The Pledgor will not make or agree to make any discount, credit or other reduction in the original amount owing on any Pledged Securities or accept in satisfaction of any Pledged Securities less than the original amount thereof.

(d)           Except as otherwise provided in this Security Agreement, the Pledgor will collect and enforce, at the Pledgor’s sole expense, all amounts due or hereafter due to the Pledgor under the Pledged Securities.

(e)           If to the knowledge of the Pledgor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to any Pledged Securities, the Pledgor will promptly disclose such fact to the Collateral Agent in writing, electronic or otherwise.

4.5            Change in Corporate Existence, Type or Jurisdiction of Organization, Location, Name .  The Pledgor will:

(a)           preserve its existence and corporate structure as in effect on the Restatement Effective Date;

(b)           not change its jurisdiction of organization;

(c)           not maintain its place of business (if it has only one) or its chief executive office (if it has more than one place of business) at a location other than the location specified in the Credit Agreement; and

(d)           not change its name or its mailing address;

unless, in each such case, the Pledgor shall have given the Collateral Agent not less than thirty (30) days’ prior written notice of such event or occurrence and the Collateral Agent shall have either (x) reasonably determined that such event or occurrence will not adversely affect the validity, perfection or priority of the Collateral Agent’s security interest in the Collateral, or (y) taken such steps (with the cooperation of such Pledgor to the extent necessary or advisable) as are necessary or advisable to properly maintain the validity, perfection and priority of the Collateral Agent’s security interest in the Collateral owned by the Pledgor.

Section 5.                Events of Default, Remedies, etc.   During the period during which an Event of Default shall have occurred and be continuing, in addition to the rights and remedies set forth in the Credit Agreement:

(a)           The Collateral Agent, for the benefit of the Secured Parties, in addition to the rights and remedies set forth in the Credit Agreement, shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent, for the benefit of the