EX-10.2






RAIT FINANCIAL TRUST

2929Arch Street, 17th Floor

Philadelphia, PA 19104





As of January 24, 2012



Re: 2012 Annual Trustee Compensation Cash Payment & Common Share Purchases



To Each of RAIT’s Non-Management Trustees:



The purpose of this letter is to notify you that, on January 24, 2012, the Compensation
Committee (the “Committee”) of the Board of Trustees (the “Board”) of RAIT
Financial Trust (“RAIT”) approved a cash payment (the “Cash Payment”) to each of
the seven non-management Trustees (the “Non-Management Trustees”) on the Board. Your Cash
Payment is in the amount of $50,000. This Cash Payment is intended to constitute a portion of your
2012 annual non-management trustee compensation. This letter is intended to document your election
to be subject to the terms and conditions set forth in this letter. Specifically:




	 	(a)	 	The first $20,000 of the Cash Payment will be paid to you by check in a single
lump sum in accordance with RAIT’s normal practices within ten business days following
the date of this letter.






	 	(b)	 	The remaining $30,000 of the Cash Payment (the “Common Share Purchase
Portion”) will be wired as promptly as is practicable directly to your brokerage
account (the “Account”) at Deutsche Bank Securities Inc. (“DB”)
previously identified by you to us.






	 	(c)	 	RAIT will give prior notice to you of the date when RAIT’s current Blackout
Period (as defined in RAIT’s Insider Trading Policy (the “Policy”)) will end.
You elect to authorize RAIT to deliver on your behalf instructions to DB (the “DB
Instructions”) in form and substance satisfactory to RAIT on the trading day
immediately following the end of RAIT’s current Blackout Period that direct DB to use
the Common Share Purchase Portion to purchase as many common shares of beneficial
interest, par value $0.03 of RAIT (the “Shares”) as the Common Share Purchase
Portion will purchase to the fullest extent practicable in one or more transactions
complying with the timing, price and volume restrictions of Rule 10b-18 (“Rule 10b-18”)
promulgated under the Securities Exchange Act of 1934, as amended. Each of the
Non-Management Trustees has an account with DB and, accordingly, you agree that the DB
Instructions shall direct DB to coordinate all the respective purchases using the
respective Common Share Purchase Portions paid to each of the Non-Management Trustees
so that, individually and in the aggregate, all such purchases will comply with the
timing, price and volume restrictions of Rule 10b-18. You agree to instruct DB to
make such purchases, subject to the requirements of Rule 10b-18, as promptly as is
practicable beginning on the trading day when DB receives the DB Instructions and
continuing each trading day thereafter until the Common Share Purchase Portion has been
used to purchase the Shares to the fullest extent practicable. To the extent there is
any cash remaining after whole shares are purchased, the cash will be returned to you.
DB will inform RAIT of all purchases at the end of each day on which purchases are
made.  All purchases made with the Common Share Purchase Portion are intended to come
within Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934, as
amended. You agree not to give any instructions to DB regarding the Common Share
Purchase Portion that are inconsistent with the DB Instructions.






	 	(d)	 	Any Shares that are purchased for you by DB will be subject to a trading
restriction in which you agree not to sell such Shares for the one year period that
follows the date of such purchase and to hold such Shares in the Account during such
one year period. The purchases contemplated by, and made in accordance with, this
letter have been determined to comply with the Policy. You acknowledge that you will
comply with the Policy with respect to any other transactions involving RAIT’s
securities, including pre-clearing any such transactions in accordance with the Policy.






	 	(e)	 	You are solely responsible for all taxes that result from this Cash Payment.





Please sign below and return to me to acknowledge your acceptance of the terms and conditions
of the Cash Payment described in this letter.



Sincerely,



RAIT Financial Trust



By:       

Name: Jack E. Salmon

Title: Chief Financial Officer & Treasurer



I hereby agree to the terms and conditions for the Cash Payment described in this letter.



	 	 	 
	     

	 	as of January 24, 2012
	Name:     

Trustee