Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amended and Restated Employment Agreement

On December 31, 2008 (the "Effective Date"), Capital Trust, Inc. (the "Company") entered into an amended and restated employment agreement (the "Amended Agreement") with the Company's chief operating officer, Stephen D. Plavin. The Company and Mr. Plavin entered into the Amended Agreement to amend certain deferred compensation and termination provisions to ensure compliance with
Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance published thereunder (the "Code").

Mr. Plavin's employment had been extended pursuant to the terms of his previous employment agreement, and the Amended Agreement reflects the extended term which ends on December 31, 2009.

The foregoing description is qualified in its entirety by reference to the Amended Agreement, which will be attached as an exhibit to the Company's annual report on Form 10-K for the period ended December 31, 2008, which the Company intends to file in March 2009.

Letter Agreements

On December 31, 2008, the Company and the Company's wholly-owned subsidiary, CT Investment Management Co., LLC ("CTIMCO"), entered into a letter agreement with each of the Company's chief executive officer, John R. Klopp, the Company's chief financial officer, Geoffrey G. Jervis, and the Company's chief credit officer and head of asset management, Thomas C. Ruffing. The letter agreement with Mr. Jervis provides that his employment agreement with the Company and CTIMCO shall be amended to reflect the changes incorporated into the Amended Agreement to comply with Section 409A of the Code and commits the parties to execute an amended and restated employment agreement to reflect such changes in January 2009. Each letter agreement with Mr. Klopp and Mr. Ruffing contains an agreement of the parties to enter into similar amendments to his respective employment agreement with the Company and CTIMCO to the extent the parties agree to extend or renew his respective employment agreement beyond December 31, 2008 and commits the parties to decide whether to extend or renew the employment agreement and, if so extended or renewed, to execute an amended and restated employment agreement to reflect such changes in the first quarter of 2009.

The foregoing description is qualified in its entirety by reference to the letter agreements, which will be attached as exhibits to the Company's annual report on Form 10-K for the period ended December 31, 2008, which the Company intends to file in March 2009.

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