On June 27, 2012, the Compensation Committee of the board of directors (the "Compensation Committee") of Capital Trust, Inc. (the "Company") approved the compensation awards described below for Stephen D. Plavin, the Company's chief executive officer, Geoffrey G. Jervis, the Company's chief financial officer, and Thomas C. Ruffing, the Company's chief credit officer (collectively, the "Officers").

As previously disclosed, the Special Committee of our board of directors has undertaken an exploration of the Company's strategic alternatives. In this regard, the performance-based awards provide for payments to the Officers in the event of a "Strategic Transaction" in certain circumstances. For purposes of the following awards, the term "Strategic Transaction" means the consummation of a recapitalization or sale of the Company and/or sale of components of the Company's business as contemplated in its ongoing strategic alternatives process.

Annual Performance-Based Bonuses

The Compensation Committee approved the following range of annual bonuses for
fiscal year 2012 based on specified performance criteria (the "2012 Annual Bonus
Program"):



                Officer               Minimum       Target        Maximum
                Stephen D. Plavin    $ 600,000     $ 725,000     $ 850,000
                Geoffrey G. Jervis   $ 450,000     $ 550,000     $ 650,000
                Thomas C. Ruffing    $ 250,000     $ 325,000     $ 400,000

In the event that a Strategic Transaction occurs prior to the completion of the Company's fiscal year ended December 31, 2012, the annual performance-based bonus shall be determined, without pro ration, with respect to each performance measure based on the higher of "Target" or actual performance (with actual performance annualized in certain circumstances). In the event that a "Qualifying Termination" (as defined below) occurs prior to completion of the fiscal year ending December 31, 2012, then the participant shall be entitled to payment of the annual bonus, determined, without proration, with respect to each performance measure based on the higher of "Target" or actual performance as measured as of and through the date of termination of employment. For purposes of the awards described in this Form 8-K, the term "Qualifying Termination" means the termination of the employment of an eligible participant in the 2012 Bonus Program (a) by the Company without "Cause" (as defined in the Company's 2011 Long-Term Incentive Plan), (b) as a result of the participant's death or becoming Disabled (as defined in the Company's 2011 Long-Term Incentive Plan), or (c) by the participant following (i) a material reduction in the participant's authority, duties and responsibilities, provided that a mere change in title alone shall not constitute a material reduction in job responsibilities; (ii) an involuntary relocation of the participant's place of employment to a facility or location more than 50 miles from the participant's then-principal work site; or (iii) a material reduction in participant's base salary and annual bonus other than as part of an reduction consistent with a general reduction of pay for similarly-situated participants.

Restricted Stock Awards

The Compensation Committee approved the following restricted stock awards under
the Company's 2011 Long-Term Incentive Plan (the "Restricted Stock Awards"):



              Officer              Number of Shares Subject to Award
              Stephen D. Plavin                 125,000
              Geoffrey G. Jervis                100,000
              Thomas C. Ruffing                 50,000

The Restricted Stock Awards will become 100% vested upon consummation of a Strategic Transaction; provided, however, that definitive agreements governing the Strategic Transaction shall have been entered into by the Company and the other parties thereto on or prior to December 31, 2012; and provided, further, that the participant (i) remains employed by the Company and/or its affiliates through the completion of such Strategic Transaction or (ii) shall have experienced a Qualifying Termination on or prior to the completion of such Strategic Transaction.

Special Transaction Bonuses

The Compensation Committee approved the following special transaction bonus
payments upon consummation of a Strategic Transaction (the "Special Transaction
Bonuses"):



             Officer              Amount of Special Transaction Bonus
             Stephen D. Plavin                 $500,000
             Geoffrey G. Jervis                $400,000
             Thomas C. Ruffing                 $100,000

The Special Transaction Bonuses shall become vested and become due and payable upon the consummation of a Strategic Transaction; provided, however, that, definitive agreements governing the Strategic Transaction shall have been entered into by the Company and the other parties thereto on or prior to December 31, 2012; and provided, further, that the participant (i) remains employed by the Company and/or its affiliates through the completion of such Strategic Transaction or (ii) shall have experienced a Qualifying Termination on or prior to the completion of such Strategic Transaction.