Exhibit 10.4


The warrants represented by this certificate and the securities issuable upon
exercise thereof have not been registered under the Securities Act of 1933 or
the securities laws of any state. Neither such warrants nor such securities may
be sold, pledged, hypothecated or otherwise transferred without such
registration, except upon delivery to the Company of such evidence as may be
satisfactory to counsel for the Company to the effect that any such transfer
shall not be in violation of the Securities Act of 1933 or applicable state
securities laws or any rule or regulation promulgated thereunder.


                               CAPITAL TRUST, INC.

                  Fund I Class A Common Stock Warrant Agreement


         FOR VALUE RECEIVED, Capital Trust, Inc., a Maryland corporation (the
"Company"), hereby grants, pursuant hereto (this "Warrant"), to Travelers
Limited Real Estate Mezzanine Investments I, LLC, a Delaware limited liability
company, or its permitted assigns, the right to purchase from the Company, at
any time or from time to time commencing on March 8, 2001 and prior to 5:00
p.m., Eastern Time, on March 8, 2005, up to four million, two hundred and fifty
thousand (4,250,000) (subject to adjustment as provided herein) fully paid and
non-assessable shares of class A common stock, par value $.01 per share, of the
Company for five dollars ($5.00) per share (subject to adjustment as provided
herein) for an aggregate purchase price (assuming full exercise) of twenty-one
million, two hundred and fifty thousand dollars ($21,250,000) (not subject to
adjustment).

         Hereinafter, (i) said class A common stock, par value $.01 per share,
of the Company, is referred to as the "Common Stock," (ii) the shares of the
Common Stock purchasable hereunder or under any other Warrant (as hereinafter
defined) are referred to as the "Warrant Shares," (iii) the aggregate purchase
price payable for the Warrant Shares purchasable hereunder is referred to as the
"Aggregate Exercise Price," (iv) the price payable for each of the Warrant
Shares is referred to as the "Per-Share Exercise Price," (v) this Warrant, and
all warrants hereafter issued in exchange for, in substitution for or upon
transfer of this Warrant are referred to as the "Warrants" and (vi) the holder
of this Warrant is referred to as the "Holder." Definitions of other capitalized
terms used herein are set forth in Section 15 hereof.

         The Aggregate Exercise Price is not subject to adjustment.


929955.1

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         1.   Exercise of Warrant.

              (a) Cash Exercise. This Warrant may be exercised in whole at any
     time, or in part from time to time, commencing on March 8, 2001 and prior
     to 5:00 p.m., Eastern Time, on March 8, 2005 or March 8, 2008 if the period
     during which this Warrant may be exercised is extended pursuant to Section
     4 (the "Exercise Period") by the Holder by the surrender of this Warrant
     (with the subscription form at the end hereof duly executed) to the Company
     at the address set forth in Section 11 hereof, together with proper payment
     of the Aggregate Exercise Price, or the proportionate part thereof if this
     Warrant is exercised in part, with payment for the Warrant Shares made by
     wire transfer of immediately available funds or certified or official bank
     check payable to the order of the Company. If this Warrant is exercised in
     part, it must be exercised for a number of whole shares of Common Stock.

              (b) Cashless Exercise. At any time during the Exercise Period, the
     Holder may, at its option, exchange this Warrant, in whole or in part (a
     "Warrant Exchange"), into the number of Warrant Shares determined in
     accordance with this subsection, by surrendering this Warrant to the
     Company at the address set forth in Section 11 hereof, accompanied by a
     notice stating such Holder's intent to effect such exchange ("Notice of
     Exchange"), the number of Warrant Shares corresponding to the portion of
     the Warrant to be exchanged and the date on which the Holder requests that
     such Warrant Exchange occur (the "Exchange Date"). In connection with any
     Warrant Exchange, this Warrant shall represent the right to subscribe for
     and acquire the number of Warrant Shares (rounded to the next highest
     integer) equal to (i) the number of Warrant Shares specified by the Holder
     in its Notice of Exchange (the "Total Number") less (ii) the number of
     Warrant Shares equal to the quotient obtained by dividing (A) the product
     of the Total Number and the Per-Share Exercise Price then in effect by (B)
     the current market price (determined as provided in subsection (e) of
     Section 3) per share of Common Stock on the Exchange Date.

              (c) After any partial exercise or exchange, the Holder will be
     entitled to receive a new Warrant covering the Warrant Shares as to which
     this Warrant has not been exercised or exchanged and setting forth the
     proportionate part of the Aggregate Exercise Price applicable to such
     Warrant Shares.

              (d) As soon as practicable, but within ten (10) days following the
     surrender of this Warrant and the receipt of payment of the Aggregate
     Exercise Price, or the proportionate part thereof, as the case may be,
     pursuant to subsection (a) or subsection (b), the Company, within seven (7)
     days,

                   (i) will issue a certificate or certificates in the name of
         the Holder for the largest number of whole shares of Common Stock to
         which the

929955.1
                                        2

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         Holder shall be entitled by the exercise (full or partial, in
         accordance with the subscription form) or exchange of this Warrant;

                   (ii) will, if this Warrant is exercised in whole, in lieu of
         any fractional share of Common Stock to which the Holder shall be
         otherwise entitled, pay to the Holder cash in an amount equal to the
         fair value of such fractional share (determined in such reasonable
         manner as the Board of Directors shall determine), and

                   (iii) will deliver the other securities and properties
         receivable upon the exercise or exchange of this Warrant, or the
         proportionate part thereof if this Warrant is exercised or exchanged in
         part, pursuant to the provisions of this Warrant.

         2.   Reservation of Warrant Shares; Listing. The Company shall at all
times reserve and keep available, free from preemptive rights, out of its
authorized but unissued shares of Common Stock, for the purpose of effecting the
exercise of Warrants, the full number of shares of Common Stock then issuable
upon the exercise of all outstanding Warrants. Throughout the period of time
during which this Warrant may be exercised, the Company shall use its
commercially reasonable efforts to keep the Warrant Shares authorized for
listing on the New York Stock Exchange or on any other successor national
securities exchange or other relevant market on which the Common Stock is
listed, admitted to trading or traded.

         3.   Protection Against Dilution. The Per-Share Exercise Price and the
number of Warrant Shares purchasable upon the exercise of the Warrants shall be
subject to adjustment from time to time as set forth in this Section 3. Whenever
the Per-Share Exercise Price is adjusted by operation of this Section 3, the
number of Warrant Shares to be delivered upon exercise of the Warrants shall be
adjusted as provided in subsection (n) hereof.

              (a) In case the Company shall, while any of the Warrants are
     outstanding, (i) pay a dividend or make any other distribution with respect
     to shares of Common Stock in shares of Common Stock, (ii) subdivide
     outstanding shares of Common Stock, (iii) combine outstanding shares of
     Common Stock into a smaller number of shares or (iv) issue by
     reclassification of its Common Stock any shares of stock of the Company
     (other than the reclassifications covered by subsection (d)), the Per-Share
     Exercise Price shall be adjusted to be equal to a fraction, the numerator
     of which shall be the Aggregate Exercise Price and the denominator of which
     shall be the number of shares of Common Stock or other stock of the Company
     that the Holder would have owned immediately following such action had such
     Warrant been exercised immediately prior thereto or, in the case of a
     dividend, distribution, subdivision, combination or reclassification with
     respect to which a record date has been established, prior to such record
     date. An adjustment made pursuant to this subsection shall be

929955.1
                                        3

<PAGE>



     made immediately prior to the opening of business on the day following (x)
     the date of the payment of the dividend or distribution (retroactive to the
     record date) or (y) the effective date in the case of a subdivision,
     combination or reclassification (retroactive to the record date, if any).
     If the Board of Directors shall declare any dividend or distribution or
     resolve to take any action referred to in this subsection, it shall provide
     written notice thereof to the Holder not less than 10 days prior to the
     record date fixed for determining the stockholders entitled to participate
     therein.

              (b) In case the Company shall, while any of the Warrants are
     outstanding, issue rights or warrants to purchase, or securities
     convertible into or exchangeable for, Common Stock ("Rights") to any
     holders of its outstanding shares of Common Stock entitling them (for a
     period expiring within 45 days after the record date mentioned below) to
     subscribe for, purchase, convert or exchange shares of Common Stock at a
     price per share less than the current market price per share of Common
     Stock (as determined pursuant to subsection (e) below) on the record date
     mentioned below, provided the purchase price is less than the Per-Share
     Exercise Price theretofore in effect, the Per-Share Exercise Price shall be
     adjusted so that the same shall equal the amount determined by multiplying
     the Per-Share Exercise Price theretofore in effect by a fraction the
     numerator of which shall be the number of shares of Common Stock
     outstanding on the date of issuance of such Rights plus the number of
     shares which the aggregate offering price would purchase at such current
     market price, and the denominator of which shall be the number of shares of
     Common Stock outstanding on the date of issuance of such Rights plus the
     number of additional shares of Common Stock offered for subscription or
     purchase. "Aggregate offering price," as used in the preceding sentence,
     shall mean the amount received or receivable by the Company in
     consideration of the issuance or sale of Rights plus any additional
     consideration payable to the Company upon exercise thereof, in each case
     with reference to the total number of shares of Common Stock offered for
     subscription or purchase. Such adjustment shall be made immediately prior
     to the opening of business on the day following the date of issuance of
     Rights, retroactive to the record date for the determination of
     stockholders entitled to receive Rights.

              (c) In case the Company shall, by dividend or otherwise,
     distribute to any holders of its outstanding shares of Common Stock
     evidences of its indebtedness, shares of any class or series of its stock,
     assets, securities convertible into or exchangeable for any of its stock or
     rights or warrants to subscribe for or purchase any of its securities
     (excluding any Rights referred to in subsection (b), any dividend or other
     distribution paid exclusively in cash and any dividend or other
     distribution referred to in subsection (a) of this Section 3), the
     Per-Share Exercise Price shall be reduced so that the same shall equal the
     price determined by multiplying the Per-Share Exercise Price theretofore in
     effect by a fraction the numerator of which shall be the current market
     price (determined as provided in subsection (e)) per share of Common Stock
     on the record date referred to below less the fair market value (as
     determined in

929955.1
                                        4

<PAGE>



     good faith by the Board of Directors, whose determination shall be
     conclusive unless the Holder shall, within five (5) days of receipt of the
     Adjustment Certificate (as defined below) setting forth the adjustment
     made, request that the determination be made pursuant to the Appraisal
     Procedures), on the record date referred to below, of the portion of the
     evidences of indebtedness, shares of stock, assets, convertible or
     exchangeable securities, rights or warrants (including fractions) so
     distributed with respect to each share of Common Stock and the denominator
     of which shall be such current market price per share of Common Stock. Such
     adjustment shall be made immediately prior to the opening of business on
     the day following the date on which any such distribution is made,
     retroactive to the record date for the determination of stockholders
     entitled to receive such distribution. In the event that no such dividend
     or other distribution is so paid or made, the Per-Share Exercise Price
     shall again be adjusted to be the Per-Share Exercise Price which would then
     be in effect if such dividend or other distribution had not occurred. If
     the Board of Directors determines the fair market value of any distribution
     for purposes of this subsection (c) by reference to the actual or
     when-issued trading market for any securities comprising such distribution,
     it must in doing so consider the prices in such market over the same period
     used in computing the current market price per share of Common Stock
     (determined as provided in subsection (e)).

              (d) In the case of any capital reorganization of the Company or
     reclassification of the Common Stock, or any consolidation or merger to
     which the Company is a party other than a merger or consolidation in which
     the Company is the continuing corporation, or in the case of any sale or
     conveyance to another entity of the property of the Company as an entirety
     or substantially as an entirety, or in the case of any statutory exchange
     of securities with another corporation (including any exchange effected in
     connection with a merger of a third corporation into the Company), the
     Holder shall have the right thereafter to receive on the exercise of this
     Warrant the kind and amount of securities, cash or other property which the
     Holder would have owned or have been entitled to receive immediately after
     such reorganization, reclassification, consolidation, merger, statutory
     exchange, sale or conveyance had this Warrant been exercised immediately
     prior to the effective date of such reorganization, reclassification
     consolidation, merger, statutory exchange, sale or conveyance and in any
     such case, if necessary, appropriate adjustment shall be made in the
     application of the provisions set forth in this Section 3 with respect to
     the rights and interests thereafter of the Holder to the end that the
     provisions set forth in this Section 3 shall thereafter correspondingly be
     made applicable, as nearly as may reasonably be, in relation to any shares
     of stock or other securities or property thereafter deliverable on the
     exercise of the Warrant. Notice of any such reorganization,
     reclassification, consolidation, merger, exchange, sale or conveyance shall
     be mailed to the Holder not less than 30 days prior to such event. The
     above provisions of this subsection (d) shall similarly apply to successive
     reorganizations, reclassifications, consolidations, mergers, statutory
     exchanges, sales or conveyances. The Company shall require the issuer of
     any shares of stock or other

929955.1
                                        5

<PAGE>



     securities or property thereafter deliverable on the exercise of the
     Warrant to be responsible for all of the agreements and obligations of the
     Company hereunder.

              (e) For the purpose of any computation under subsection (b) of
     Section 1, or subsection (b) or (c) of this section, the current market
     price per share of Common Stock on any date in question shall be deemed to
     be the average of the daily Closing Prices for the five (5) Trading Day
     period ending on the earlier of the day in question and, if applicable, the
     last Trading Day before the "ex" date with respect to the issuance or
     distribution requiring such computation; provided, however, that if more
     than one event occurs that would require an adjustment pursuant to
     subsections (a) through (d), inclusive, the Board of Directors shall in
     good faith make such adjustments to the Closing Prices during such five (5)
     Trading Day period as it reasonably deems appropriate to effectuate the
     intent of the adjustment provisions in this Section 3, in which case any
     such determination by the Board of Directors shall be conclusive unless the
     Holder shall within five (5) days of receipt of the Adjustment Certificate
     setting forth the adjustment made, request that the determination be made
     pursuant to the Appraisal Procedures. For purposes of this paragraph, the
     term "ex" date means the first date on which the shares of Common Stock
     trade regular way, without the right to receive such issuance or
     distribution, on the New York Stock Exchange or on such successor
     securities exchange as the shares of Common Stock may be listed on or in
     the relevant market from which the Closing Prices were obtained.

              (f) No adjustment in the Per-Share Exercise Price shall be
     required unless such adjustment would require an increase or decrease of at
     least 1% in the Per-Share Exercise Price; provided, however, that any
     adjustments which by reason of this subsection (g) are not required to be
     made shall be carried forward and taken into account in determining whether
     any subsequent adjustment shall be required.

              (g) If any action would require adjustment of the Per-Share
     Exercise Price pursuant to more than one of the provisions described above,
     only one adjustment shall be made and such adjustment shall be the amount
     of adjustment that has the highest absolute value to the Holder.

              (h) Except as stated above, the Per-Share Exercise Price will not
     be adjusted for the issuance of shares of Common Stock or any securities
     convertible into, or exchangeable for, shares of Common Stock, or carrying
     the right to purchase any of the foregoing.

              (i) In case the Company shall, by dividend or otherwise, declare
     or make a distribution on the shares of Common Stock referred to in Section
     3(c), the Holder, upon the exercise thereof subsequent to the close of
     business on the date fixed for the determination of stockholders entitled
     to receive such distribution and prior to the effectiveness of the
     Per-Share Exercise Price adjustment in respect of such

929955.1
                                        6

<PAGE>



     distribution, shall also be entitled to receive, for each share of Common
     Stock for which the Warrant is exercised, the portion of the evidences of
     indebtedness, shares of stock, assets, securities convertible into or
     exchangeable for any of its stock, or rights or warrants to subscribe for
     or purchase any of its securities (including fractions) so distributed with
     respect to each share of Common Stock; provided, however, that, at the
     election of the Company with respect to all Holders so exercising, the
     Company may, in lieu of distributing to such Holder any portion of such
     distribution not consisting of cash or securities of the Company, pay such
     Holder an amount in cash equal to the fair market value thereof (as
     determined in good faith by the Board of Directors, whose determination
     shall be conclusive unless the Holder shall, within five (5) days of
     receipt of the Adjustment Certificate setting forth the adjustment made,
     request that the determination be made pursuant to the Appraisal
     Procedures). If any exercise of a Warrant described in the immediately
     preceding sentence occurs prior to the payment date for a distribution to
     holders of shares of Common Stock which the Holder of a Warrant so
     exercised is entitled to receive in accordance with the immediately
     preceding sentence, the Company may elect to distribute to such Holder a
     due bill for the evidences of indebtedness, shares of stock, assets,
     securities convertible into or exchangeable for any of its stock, or rights
     or warrants to subscribe for or purchase any of its securities to which
     such Holder is so entitled, provided, that such due bill (a) meets any
     applicable requirements of the principal national securities exchange or
     other market on which the shares of Common Stock are then traded and (b)
     requires payment or delivery of such evidences of indebtedness, shares of
     stock, assets, securities convertible into or exchangeable for any of its
     stock, or rights or warrants to subscribe for or purchase any of its
     securities no later than the date of payment or delivery thereof to holders
     of Common Stock receiving such distribution.

              (j) Whenever the Per-Share Exercise Price is adjusted as provided
     in this Section 3 and upon any modification of the rights of the Holder in
     accordance with this Section 3, the Company shall promptly prepare a
     certificate signed by the chief financial officer or the treasurer setting
     forth the adjusted Per-Share Exercise Price and showing in reasonable
     detail the facts requiring such adjustment or modification and the manner
     of computing the same ("Adjustment Certificate") and cause copies of such
     certificate to be mailed to the Holder.

              (k) If the Board of Directors shall authorize and the Company
     shall declare any dividend or other distribution with respect to the Common
     Stock other than a distribution exclusively in cash, the Company shall mail
     notice thereof to the Holder not less than ten (10) days prior to the
     record date fixed for determining stockholders entitled to participate in
     such dividend or other distribution.

              (l) If, as a result of an adjustment made pursuant to this Section
     3, the Holder of any Warrant thereafter surrendered for exercise shall
     become entitled to receive shares of two or more classes of stock or other
     securities, the Board of

929955.1
                                        7

<PAGE>



     Directors shall in good faith determine the allocation of the adjusted
     Per-Share Exercise Price between or among such classes of stock or other
     securities (whose determination shall be conclusive unless the Holder
     shall, within five (5) days of receipt of the Adjustment Certificate
     setting forth the adjustment made, request that the determination be made
     pursuant to the Appraisal Procedures).

              (m) Upon the expiration of any rights, options, warrants or
     conversion privileges with respect to the issuance of which an adjustment
     to the Per-Share Exercise Price had been made, if such shall not have been
     exercised, the Per-Share Exercise Price, to the extent this Warrant has
     not then been exercised, shall, upon such expiration, be readjusted and
     shall thereafter be such as they would have been had they been originally
     adjusted (or had the original adjustment not been required, as the case may
     be) on the basis of (A) the Common Stock, if any, actually issued or sold
     upon the exercise of such rights, options, warrants or conversion
     privileges, and (B) such shares of Common Stock, if any, that were issued
     or sold for the consideration actually received by the Company upon such
     exercise plus the consideration, if any, actually received by the Company
     for the issuance, sale or grant of all such rights, options, warrants or
     conversion privileges whether or not exercised; provided, however, that no
     such readjustment shall have the effect of increasing the Per-Share
     Exercise Price by an amount in excess of the amount of the adjustment
     initially made in respect of the issuance, sale or grant of such rights,
     options, warrants or conversion privileges.

              (n) Whenever the Per-Share Exercise Price is adjusted as provided
     pursuant to this Section 3, the number of Warrant Shares purchasable upon
     the exercise of this Warrant shall be adjusted by multiplying such number
     of Warrant Shares immediately prior to such adjustment by a fraction, the
     numerator of which shall be the Per-Share Exercise Price immediately prior
     to such adjustment, and the denominator of which shall be the Per-Share
     Exercise Price immediately thereafter.

              (o) In case any event shall occur as to which the other provisions
     of this Section 3 are not strictly applicable but as to which the failure
     to make any adjustment would not fairly protect the purchase rights
     represented by this Warrant in accordance with the essential intent and
     principles hereof then, in each such case, the Board of Directors shall in
     good faith determine the adjustment, if any, on a basis consistent with the
     essential intent and principles established herein, necessary to preserve
     the purchase rights represented by the Warrants (whose determination shall
     be conclusive, unless the Holder shall, within five (5) days of receipt of
     the Adjustment Certificate setting forth the adjustment made, request that
     the determination be made pursuant to the Appraisal Procedures) and shall
     promptly make the adjustments described therein.


929955.1
                                        8

<PAGE>



        4.   Put Right. If, at any time during the period commencing on March 8,
2004 and expiring on March 8, 2005,

              (a) the average daily per-share Closing Price of the Common Stock
     (the "Average Price") during any period of ninety (90) consecutive Trading
     Days preceding and including the date of measurement (the "Measurement
     Date") is greater than the Per-Share Exercise Price in effect on the
     Measurement Date (the "Measurement Date Exercise Price"), and

              (b) the number of shares of Common Stock held by stockholders
     other than the shares of Common Stock held by CT Management Stockholders
     and the Associated Stockholders as of the close of business on the
     Measurement Date is less than twenty-five million (25,000,000) (as adjusted
     for any stock dividend, stock split, combination or similar
     recapitalization),

then the Initial Holder and/or any Related Holder(s), as the case may be (and
not any other Holder) shall have the right (the "Put Right") to require the
Company to purchase, subject to the following sentence, the Warrant(s), in whole
or in part, held by the Initial Holder and/or the Related Holder. If the Initial
Holder and/or any Related Holder, as the case may be, elect(s) to exercise the
Put Right, then such Holder(s) shall surrender this Warrant to the Company at
the address set forth in Section 11 hereof, accompanied by written notice (the
"Put Notice") to the Company of the election of the Holder(s) to require the
purchase of the Warrant(s) or a part thereof as specified in the Put Notice (any
such part to be expressed in terms of a portion of the number of whole Warrant
Shares corresponding to the portion of the Warrant(s) to be purchased) (the "Put
Portion") and the Company shall, within sixty (60) days after the Put Notice is
given, either as determined in its sole discretion: (x) purchase the Put Portion
at the Put Purchase Price and, if only a part of a Holder's Warrant is purchased
pursuant to an exercise of the Put Right, issue and deliver to such Holder a new
Warrant covering the balance of the shares remaining subject to this Warrant
(i.e., those Warrant Shares not included in the Put Portion) and setting forth
the proportionate part of the Aggregate Exercise Price applicable to such
balance of Warrant Shares; or (y) elect not to purchase the Put Portion and
provide written notice to such Holder that the Exercise Period shall be extended
to continue until March 8, 2008 whereupon this Warrant may continue to be
exercised through such date without any further action by the Company or such
Holder. If the Company elects not to purchase the Put Portion pursuant to clause
(y) of the foregoing sentence, the Company shall issue and deliver to such
Holder a new Warrant reflecting the extended Exercise Period and the Put Right
governed in this Section 4 shall terminate and be of no further force and effect
without any further action by the Company or such Holder. The "Put Purchase
Price" shall be the amount equal to the product obtained by multiplying (x) the
amount by which the Average Price exceeds the Measurement Date Exercise Price
and (y) the number of shares of Common Stock for which the Put Portion is
exercisable as of the date the Put Notice is given. The Company may elect to pay
the Put Purchase Price in cash or in the form of an assignment of the Company's
Interest(s) in the Fund(s) or Fund Control Persons, or

929955.1
                                        9

<PAGE>



in any combination of cash and such an assignment, with an aggregate value equal
to the Put Purchase Price. The fair market value of any Interest(s) in the
Fund(s) or Fund Control Person(s) to be assigned in accordance with the
foregoing shall be determined in accordance with the Appraisal Procedures. The
Company shall, in connection with any assignment(s) of such Interest(s), execute
and deliver written assignment(s) and any additional documents requested by such
exercising Holder to complete, confirm or perfect the assignment of the assigned
Interests.

         5.   Acceleration of Exercise Period. Notwithstanding the provisions of
Section 1, prior to the commencement of the Exercise Period, this Warrant may be
exercised in whole or part immediately upon the date of commencement of a third
party tender offer for more than 33% of the shares of Common Stock outstanding
on the date of commencement of such tender offer.

         6.   Fully Paid Stock; Taxes. The shares of the Common Stock
represented by each and every certificate for Warrant Shares delivered upon the
exercise of this Warrant shall at the time of such delivery, be duly authorized,
validly issued and outstanding, fully paid and nonassessable, and not subject to
preemptive rights or rights of first refusal. The Company shall pay all
documentary, stamp or similar taxes and other similar governmental charges that
may be imposed with respect to the issuance or delivery of any shares of Common
Stock upon exercise of the Warrants (other than income taxes); provided,
however, that if the shares of Common Stock are to be delivered in a name other
than the name of the Holder or any Related Holder, no such delivery shall be
made unless the person requesting the same has paid to the Company the amount of
transfer taxes or charges incident thereto, if any.

         7.   HSR. To the extent required by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act") following any exercise or exchange of
this Warrant pursuant to subsections (a) or (b) of Section 1 by the Holder and
prior to the issuance and delivery of the certificates for the shares of Common
Stock required thereby, the Company and the Holder shall cooperate in the
preparation of, and file with the United States Federal Trade Commission and the
United States Department of Justice, the notification and report form required
for such and any supplemental or additional information which may be reasonably
requested in connection therewith pursuant to the HSR Act and shall comply in
all material respects with the requirements of the HSR Act. The fees to be paid
in connection with any such filing under the HSR Act shall be paid by the
Holder.

         8.   Transfer; Etc.

              (a) This Warrant may be transferred by execution of the form of
     assignment attached hereto or a substantially equivalent assignment form.
     Until this Warrant is transferred on the books of the Company, the Company
     may treat the registered Holder of this Warrant as he or it appears on the
     Company's books at any time as the Holder for all purposes. The Company
     shall permit any Holder of a

929955.1
                                       10

<PAGE>



     Warrant or his duly authorized attorney, upon written request during
     ordinary business hours, to inspect and copy or make extracts from its
     books showing the registered holders of Warrants.

              (b) This Warrant may not be sold, transferred, assigned or
     hypothecated by the Holder except in compliance with the provisions of the
     Securities Act of 1933 and the applicable state securities "blue sky" laws,
     and is so transferable only upon the books of the Company which it shall
     cause to be maintained for such purpose.

              (c) All Warrants issued upon the transfer or assignment of this
     Warrant or part thereof or upon a partial exercise, exchange or purchase of
     this Warrant will be dated the same date as this Warrant, and all rights of
     the holder thereof shall be identical to those of the Holder.

         9.   Loss, etc., of Warrant. Upon receipt of evidence satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant, and
of indemnity reasonably satisfactory to the Company, if lost, stolen or
destroyed, and upon surrender and cancellation of this Warrant, if mutilated,
the Company shall execute and deliver to the Holder a new Warrant of like date,
tenor and denomination.

         10.   Warrant Holder Not Stockholder. This Warrant does not confer upon
the Holder any right to vote on or consent to or receive notice as a stockholder
of the Company, as such, in respect of any matters whatsoever, nor any other
rights or liabilities as a stockholder, prior to the exercise hereof; this
Warrant does, however, require certain notices to the Holder as set forth
herein.

         11.   Communication. Any notice or other communication to be given
hereunder shall be given by hand delivery, by overnight carrier, in each case at
the addresses set forth in this section, and shall be deemed to have been given
when received. The Company or the Holder may change its address for receiving
notices by giving written notice of such change to the other.

         If to the Company, to:

         Capital Trust, Inc.
         605 Third Avenue, 26th Floor
         New York, New York 10016
         Attn: Chief Financial Officer


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         If to the Holder, to:

         Travlers Limited Real Estate
         Mezzanine Investments I, LLC
         205 Columbus Blvd., 9PB
         Hartford, CT  06183-2030
         Attn:  Duane Nelson, Esq.
         Real Estate Investment Number:  12832

         12.   Headings. The headings of this Warrant have been inserted as a
matter of convenience and shall not affect the construction hereof.

         13.   Applicable Law. This Warrant shall be governed by and construed
in accordance with the laws of the State of New York without giving effect to
the principles of conflicts of law thereof.

         14.   Amendment, Waiver, etc. Except as expressly provided herein,
neither this Warrant nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought;
provided, however, that any provisions hereof may be amended, waived, discharged
or terminated upon the written consent of the Company and the majority in
interest of the Holders.

         15.   Certain Definitions.

         "Appraisal Procedures" has the meaning set forth in the Venture
Agreement.

         "Associated Stockholders" has the meaning set forth in the Venture
Agreement.

         "Board of Directors" means the board of directors of the Company.

         "Closing Price", with respect to any security on any day, means the
last reported sale price, regular way on such day, or, if no sale takes place on
such day, the average of the reported closing bid and asked prices on such day,
regular way, in either case as reported on the NYSE Composite Tape, or, if such
security is not listed or admitted to trading on the New York Stock Exchange, on
the principal national securities exchange on which such security is listed or
admitted to trading, or, if such security is not listed or admitted to trading
on a national securities exchange, on the NASDAQ Stock Market of the National
Association of Securities Dealers, Inc., or, if such security is not quoted or
admitted to trading on such quotation system, on the principal quotation system
on which such security is listed or admitted to trading or quoted, or, if not
listed or admitted to trading or quoted on any national securities exchange or
quotation system, the average of the closing bid and asked prices of such
security in the over-the-counter market on the day in question as reported by
the National Quotation Bureau Incorporated, or a similar generally accepted
reporting service, or, if not so available in such manner, as furnished by any
New York Stock Exchange member firm selected from

929955.1
                                       12

<PAGE>



time to time by the Board of Directors (or any committee duly authorized by the
Board of Directors) for that purpose or, if not so available in such manner, as
otherwise determined in good faith by the Board of Directors (or any committee
duly authorized by the Board of Directors).

         "CT Management Stockholders" has the meaning set forth in the Venture
Agreement.

         "Fund" has the meaning set forth in the Venture Agreement.

         "Fund Control Person" has the meaning set forth in the Venture
Agreement.

         "Initial Holder" means Travelers Limited Real Estate Mezzanine
Investments I, LLC, a Delaware limited liability company.

         "Interest" means (i) rights to distributions from the Fund(s),
including but not limited to, the "carried interest" or "promote," and (ii)
rights to management fees.

         "Related Holder(s)" means any Holder who is Citigroup Inc. or any of
its direct or indirect wholly owned entities or Travelers Property Casualty
Corp. or any of its direct or indirect wholly owned entities.

         "Trading Day" means a day on which any securities are traded on the
national securities exchange or quotation system used to determine the Closing
Price.

         "Venture Agreement" means that certain venture agreement, dated as of
the date hereof, by and between the Company, CT-F1, LLC, a Delaware limited
liability company, CT-F2-GP, LLC, a Delaware limited liability company,
CT-F2-LP, LLC, a Delaware limited liability company, CT Investment Management
Co., LLC, a Delaware limited liability company, Travelers Limited Real Estate
Mezzanine Investments I, LLC, a Delaware limited liability company, Travelers
General Real Estate Mezzanine Investments II, LLC, a Delaware limited liability
company and Travelers Limited Real Estate Mezzanine Investments II, LLC, a
Delaware limited liability company.



929955.1
                                       13

<PAGE>



         IN WITNESS WHEREOF, the Company has caused this Warrant Agreement to be
executed this 8th day of March, 2000.

                                          CAPITAL TRUST, INC.


                                          By:  /s/  John R. Klopp
                                               -------------------------------
                                              John R. Klopp
                                              Chief Executive Officer

929955.1


<PAGE>


SUBSCRIPTION

         The undersigned, ___________________, pursuant to the provisions of the
foregoing Warrant, hereby agrees to subscribe for and purchase ________________
____ shares of the Common Stock, par value $.01 per share, of Capital Trust,
Inc. covered by said Warrant, and makes payment therefor in full at the price
per share provided by said Warrant.


Dated:_______________                         Signature:________________________

                                              Address:__________________________


ASSIGNMENT

         FOR VALUE RECEIVED _______________ hereby sells, assigns and transfers
unto ____________________ the foregoing Warrant and all rights evidenced
thereby, and does irrevocably constitute and appoint _____________________,
attorney, to transfer said Warrant on the books of Capital Trust, Inc.


Dated:_______________                         Signature:________________________

                                              Address:__________________________


PARTIAL ASSIGNMENT

         FOR VALUE RECEIVED _______________ hereby assigns and transfers unto
____________________ the right to purchase _______ shares of Common Stock, par
value $.01 per share, of Capital Trust, Inc. covered by the foregoing Warrant,
and a proportionate part of said Warrant and the rights evidenced thereby, and
does irrevocably constitute and appoint ____________________, attorney, to
transfer such part of said Warrant on the books of Capital Trust, Inc.


Dated:_______________                         Signature:________________________

                                              Address:__________________________


929955.1