Item 8.01 Other Events.

On March 10, 2009, the compensation committee of the board of trustees of RAIT Financial Trust, or RAIT, approved a cash payment to its eight non-management trustees intended to constitute a portion of their respective 2009 annual non-management trustee compensation. RAIT's non-management trustees are Edward S. Brown, Daniel G. Cohen, Frank A. Farnesi, S. Kristin Kim, Arthur Makadon, Daniel Promislo, John F. Quigley III and Murray Stempel, III. The cash payment was subject to terms and conditions set forth in a letter agreement, or the letter agreement, between each of the non-management trustees and RAIT. The terms and conditions included a requirement that each trustee use a portion of the cash payment to purchase RAIT's common shares of beneficial interest, or common shares, in purchases that, individually and in the aggregate with all purchases made by all the other non-management trustees pursuant to their respective letter agreements, complied with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. The aggregate amount required to be used by all of the non-management trustees to purchase common shares is $232,500. The foregoing description of the letter agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of letter agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

10.1 Form of Letter Agreement between RAIT Financial Trust ("RAIT") and each of its Non-Management Trustees.

---

Top of the Form