SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

CAPITAL TRUST, INC.

(Name of Issuer)

Class A Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

14052H100

(CUSIP Number)

Ira S. Lederman

Senior Vice President - General Counsel and Corporate Secretary

W. R. Berkley Corporation

475 Steamboat Road

Greenwich, Connecticut 06830

(203) 629-3000

With Copies to:

Jeffrey S. Hochman, Esq.

Mark A. Cognetti, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019-6099

(212) 728-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 27, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box   ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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CUSIP No. 14052H100

1.	Name of Reporting Persons: W. R. Berkley Corporation
2.	Check the Appropriate box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions):     WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization:     Delaware
Number of Shares Beneficially by Owned by Each Reporting Person With		7.	Sole Voting Power:     3,843,413
		8.	Shared Voting Power:     0
		9.	Sole Dispositive Power:     3,843,413
		10.	Shared Dispositive Power:     0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:     3,843,413
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    ¨
13.	Percent of Class Represented by Amount in Row (11):     17.1%
14.	Type of Reporting Person (See Instructions):     CO

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CUSIP No. 14052H100

1.	Name of Reporting Persons: Admiral Insurance Company
2.	Check the Appropriate box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions):     WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization:     Delaware
Number of Shares Beneficially by Owned by Each Reporting Person With		7.	Sole Voting Power:     520,000
		8.	Shared Voting Power:     0
		9.	Sole Dispositive Power:     520,000
		10.	Shared Dispositive Power:     0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:     520,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    ¨
13.	Percent of Class Represented by Amount in Row (11):     2.3%
14.	Type of Reporting Person (See Instructions):     IC, CO

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CUSIP No. 14052H100

1.	Name of Reporting Persons: Berkley Insurance Company
2.	Check the Appropriate box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions):     WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization:     Delaware
Number of Shares Beneficially by Owned by Each Reporting Person With		7.	Sole Voting Power:     1,463,900
		8.	Shared Voting Power:     0
		9.	Sole Dispositive Power:     1,463,900
		10.	Shared Dispositive Power:     0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:     1,463,900
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    ¨
13.	Percent of Class Represented by Amount in Row (11):     6.5%
14.	Type of Reporting Person (See Instructions):     IC, CO

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CUSIP No. 14052H100

1.	Name of Reporting Persons: Berkley Regional Insurance Company
2.	Check the Appropriate box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions):     WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization:     Delaware
Number of Shares Beneficially by Owned by Each Reporting Person With		7.	Sole Voting Power:     1,039,700
		8.	Shared Voting Power:     0
		9.	Sole Dispositive Power:     1,039,700
		10.	Shared Dispositive Power:     0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:     1,039,700
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    ¨
13.	Percent of Class Represented by Amount in Row (11):     4.6%
14.	Type of Reporting Person (See Instructions):     IC, CO

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CUSIP No. 14052H100

1.	Name of Reporting Persons: Nautilus Insurance Company
2.	Check the Appropriate box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions):     WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or Place of Organization:     Arizona
Number of Shares Beneficially by Owned by Each Reporting Person With		7.	Sole Voting Power:     819,813
		8.	Shared Voting Power:     0
		9.	Sole Dispositive Power:     819,813
		10.	Shared Dispositive Power:     0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:     819,813
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    ¨
13.	Percent of Class Represented by Amount in Row (11):     3.6%
14.	Type of Reporting Person (See Instructions):     IC, CO

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This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) is being filed on behalf of W. R. Berkley Corporation, a Delaware corporation (“Berkley”), Admiral Insurance Company, a Delaware corporation (“Admiral”), Berkley Insurance Company, a Delaware corporation (“BIC”), Berkley Regional Insurance Company, a Delaware corporation (“BRIC”), and Nautilus Insurance Company, an Arizona corporation (“Nautilus” and, together with Berkley, Admiral, BIC and BRIC, the “Reporting Persons”). Amendment No. 8 relates to shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”), of Capital Trust, Inc., a Maryland corporation (the “Issuer”). Amendment No. 8 amends and supplements the Schedule 13D, dated May 11, 2004 (“Original Schedule 13D”), as filed with the Securities and Exchange Commission (the “Commission”) on May 21, 2004, as amended by Amendment No. 1 to Schedule 13D, dated June 17, 2004, as filed with the Commission on June 21, 2004, Amendment No. 2 to the Schedule 13D, dated September 13, 2004, as filed with the Commission on September 13, 2004, Amendment No. 3 to the Schedule 13D, dated July 10, 2007, as filed with the Commission on July 13, 2007, Amendment No. 4 to the Schedule 13D, dated July 30, 2007, as filed with the Commission on August 1, 2007, Amendment No. 5 to the Schedule 13D, dated August 6, 2007, as filed with the Commission on August 6, 2007, Amendment No. 6 to the Schedule 13D, dated May 23, 2012, as filed with the Commission on May 24, 2012 and Amendment No. 7 to the Schedule 13D, dated July 9, 2012, as filed with the Commission on July 10, 2012 (together with the Original Schedule 13D, the “Schedule 13D”), in connection with the additional information set forth herein.

Item 4. Purpose of Transaction.

Item 4 of Schedule 13D is hereby amended by the addition of the following information:

On September 27, 2012, the Issuer entered into a purchase and sale agreement (the “Omnibus Purchase Agreement”) with Huskies Acquisition LLC (“Purchaser”), an affiliate of The Blackstone Group L.P. (“Blackstone”), which governs two principal transactions, pursuant to which, among other things, the Issuer will (i) sell its investment management and special servicing business, including CT Investment Management Co., LLC (“CTIMCO”) and certain private investment fund co-investments, to Purchaser, for a purchase price of $20,629,004, subject to adjustment (the “Investment Management Business Sale”) and (ii) issue and sell to Purchaser 5,000,000 shares of Common Stock, for a purchase price of $10,000,000 (the “Blackstone Investment” and together with the Investment Management Business Sale, the “Principal Transactions”). In connection with the Investment Management Business Sale, the Issuer will sell to Purchaser the following:

·   all of the issued and outstanding limited liability company interests in CTIMCO, through which the Issuer operates its investment management and special servicing business;

·   all of the issued and outstanding limited liability company interests in CT OPI Investor, LLC, a limited partner in CT Opportunity Partners I, L.P., an investment fund managed by CTIMCO; and

·   all of the issued and outstanding limited liability company interests in CT High Grade Partners II Co-Invest, LLC, a non-managing member of CT High Grade Partners II, LLC, an investment fund managed by CTIMCO.

The Omnibus Purchase Agreement contemplates that CTIMCO, immediately prior to the closing of the Principal Transactions will own all 100 outstanding shares of class A preferred stock, par value $0.001 per share of CT Legacy REIT Mezz Borrower, Inc., a vehicle formed to succeed the Issuer’s legacy assets and debt obligations in connection with the Issuer’s March 2011 debt restructuring. As a condition to closing, the Issuer is required, among other things, to enter into a new management agreement (the “New Management Agreement”) with an affiliate of Blackstone to be determined prior to closing, pursuant to which it will become externally managed by Blackstone’s affiliate pursuant to the terms and conditions of the New Management Agreement and to amend its charter to include a provision which, among other things, subject to certain exceptions, eliminates any duty of Blackstone and its affiliates, the Issuer’s directors and any person the Issuer’s directors control to refrain from engaging in business opportunities and competing with the Issuer (the “Charter Amendment”). The Omnibus Purchase Agreement also requires, as a condition to closing, stockholder approval of the Principal Transactions, the Management Agreement and the Charter Amendment (collectively, the “Transactions”) by the affirmative vote of the holders of a majority of the shares of Common Stock outstanding and entitled to vote at the special meeting of stockholders to be called to consider and vote on the Transactions. The Omnibus Purchase Agreement also requires the Issuer’s board of directors to declare a special cash dividend of $2.00 per share, subject to decrease for any interim dividends, payable to holders of Common Stock on the record date for the special meeting, contingent upon the closing of the Principal Transactions.

In order to induce Purchaser to enter into the Omnibus Purchase Agreement, and as a condition to its doing so, simultaneously with the execution and delivery of the Omnibus Purchase Agreement, the Reporting Persons, as stockholders of the Issuers, entered into a Voting Agreement, dated as of September 27, 2012, with Purchaser (the “Voting Agreement”). Pursuant to the Voting Agreement, the Reporting Persons have agreed to, and to cause any other holder of record of any shares of Common Stock beneficially owned by the

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Reporting Persons (together with any shares of Common Stock acquired by any of the Reporting Persons after the date thereof, whether upon exercise of options or warrants, conversion or convertible securities or otherwise) (collectively, the “Covered Shares”) to, vote (or cause to be voted) all Covered Shares in favor of Contemplated Transactions (as defined in the Omnibus Purchase Agreement), which includes the Transactions referred to above, and against the Acquisition Proposal (as defined in the Omnibus Purchase Agreement) or any other action that could reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Acquisition (as defined in the Omnibus Purchase Agreement) or the Contemplated Transactions.

The Voting Agreement further provides that each Reporting Persons covenants and agrees (i) not to enter into any voting agreement or voting trust, with respect to the Covered Shares (except for the Securities Purchase Agreement, dated as of May 11, 2004, by and among the Issuer, Berkley and certain shareholders of the Issuer), and (ii) not to grant a proxy or power of attorney with respect to the Covered Shares that is inconsistent with its obligations pursuant to the Voting Agreement.

The Voting Agreement further provides that it terminates upon the earliest of (i) the closing of the Principal Transactions, (ii) the termination of the Omnibus Purchase Agreement in accordance with its terms, (iii) written notice of termination of the Voting Agreement by Purchaser to the Reporting Persons, (iv) the Outside Date (as defined in the Omnibus Purchase Agreement), (v) any amendment or modification to the Omnibus Purchase Agreement or any Transaction Documents (as defined therein), including the New Management Agreement, that could reasonably be expected to be adverse to the Issuer in any material respect, including, but not limited to, any amendment that (a) has the effect of decreasing the purchase price paid to the Issuer relative to the Principal Transactions or (b) has the effect of decreasing the amount of Purchaser’s assumed liabilities pursuant to the Omnibus Purchase Agreement and (vi) a Change in CT Board Recommendation (as defined in the Omnibus Purchase Agreement). The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the Voting Agreement incorporated herein by reference as Exhibit 7 to this Amendment No. 8

As an inducement to Berkley entering into the Voting Agreement, the Issuer entered into a letter agreement with Berkley (the “Letter Agreement”) pursuant to which letter agreement the Issuer agreed, subject to the terms thereof, that, effective as of the closing, in addition to any vote required by law and the Issuer’s charter and bylaws, the Issuer shall not undertake or agree to undertake, or permit any direct or indirect subsidiary to undertake or agree to undertake, any Qualified Offering unless such Qualified Offering shall have been approved by a majority of the Independent Directors (as defined in the Management Agreement). The requirement to obtain such Independent Director approval shall terminate upon the closing of the first Qualified Offering. For purposes of the Letter Agreement, a “Qualified Offering” means any equity financing, including without limitation any registered public offering, pursuant to which the Issuer or any direct or indirect subsidiary of the Issuer issues equity securities (including any securities, indebtedness or other instruments convertible into common stock or other equity securities of the Issuer or any direct or indirect subsidiary and excluding securities issued pursuant to any outstanding warrants, any outstanding or future employee or director equity awards or any securities issued to the Issuer or any direct or indirect subsidiary of the Issuer), and (i) that is commenced after the closing and (ii) the expected gross proceeds of which, when taken together with the gross proceeds of all the other such offerings commenced after the closing, exceeds $30 million. The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by the Letter Agreement incorporated herein by reference as Exhibit 8 to this Amendment No. 8.

The Schedule 13D is not an offer to purchase or a solicitation of any offer to sell any securities.

Item 5. Interest in Securities of the Issuer.

Item 5 of this Schedule 13D is hereby amended and supplemented to add the following:

Rows (7) through (11) and (13) of the cover pages to this Amendment No. 8 are hereby incorporated by reference into this Item 5.

Item 6.               Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of this Schedule 13D is hereby amended and supplemented to add the following:

As described in Item 4 hereto, the Reporting Persons have entered into a Voting Agreement. The information set forth in Item 4 with respect to the Voting Agreement is incorporated into this Item 6 by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 of Schedule 13D is hereby amended to include the following:

Exhibit 7	Voting Agreement, dated as of September 27, 2012 by and among Huskies Acquisition LLC, W. R. Berkley Corporation, Admiral Insurance Company, Berkley Insurance Company, Berkley Regional Insurance Company and Nautilus Insurance Company.
Exhibit 8	Letter Agreement, dated as of September 27, 2012 by and between Capital Trust, Inc. and W.R. Berkley Corporation.

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: September 28, 2012		W.R. BERKLEY CORPORATION
	By:	/s/ William R. Berkley
		-----------------------------------------
	Name:	William R. Berkley
	Title:	Chairman of the Board and Chief Executive Officer
Dated: September 28, 2012		ADMIRAL INSURANCE COMPANY
	By:	/s/ Thomas G. Grilli, Jr.
		-----------------------------------------
	Name:	Thomas G. Grilli, Jr.
	Title:	Chief Financial Officer and Treasurer
Dated: September 28, 2012		BERKLEY INSURANCE COMPANY
	By:	/s/ Eugene G. Ballard
		-----------------------------------------
	Name:	Eugene G. Ballard
	Title:	Senior Vice President
Dated: September 28, 2012		BERKLEY REGIONAL INSURANCE COMPANY
	By:	/s/ Eugene G. Ballard
		-----------------------------------------
	Name:	Eugene G. Ballard
	Title:	Senior Vice President
Dated: September 28, 2012		NAUTILUS INSURANCE COMPANY
	By:	/s/ Miklos F. Kallo
		-----------------------------------------
	Name:	Miklos F. Kallo
	Title:	Senior Vice President and Chief Financial Officer

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EX-7

VOTING AGREEMENT

This VOTING AGREEMENT, dated as of September 27, 2012 (this “Agreement”) is entered into by and among HUSKIES ACQUISITION LLC (“Purchaser”), W. R. BERKLEY CORPORATION, a Delaware corporation (“Berkley”), ADMIRAL INSURANCE COMPANY, a Delaware corporation (“Admiral”), BERKLEY INSURANCE COMPANY, a Delaware corporation (“Berkley Insurance”), BERKLEY REGIONAL INSURANCE COMPANY, a Delaware corporation (“Berkley Regional”), and  NAUTILUS INSURANCE COMPANY, an Arizona corporation (“Nautilus,” and together with Berkley, Admiral, Berkley Insurance and Berkley Regional, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement (as defined below).

WHEREAS, concurrently herewith, Purchaser and Capital Trust, Inc., a Maryland corporation (“CT”), are entering into a Purchase and Sale Agreement (the “Purchase Agreement”), pursuant to which (and subject to the terms and conditions set forth therein) Purchaser will, among other things, acquire (i) the investment management business of CT and its subsidiaries, (ii) certain limited partner interests held by subsidiaries of CT in funds managed by CT and its subsidiaries and (iii) newly-issued shares of class A common stock, par value $0.01 per share (the “Common Stock”), of CT (collectively, the “Acquisition”);

WHEREAS, the Stockholders beneficially own the 3,843,413 shares of Common Stock  set forth on Schedule I hereto (the “Owned Shares”, and together with any shares of Common Stock acquired by any of the Stockholders after the date hereof, whether upon exercise of options or warrants, conversion of convertible securities or otherwise, are collectively referred to herein as the “Covered Shares”);

WHEREAS, in order to induce Purchaser to enter into the Purchase Agreement and proceed with the Acquisition, Purchaser and the Stockholders are entering into this Agreement; and

WHEREAS, each of the Stockholders acknowledges that Purchaser is entering into the Purchase Agreement in reliance on the representations, warranties, covenants and other agreements of the Stockholders set forth in this Agreement and would not enter into the Purchase Agreement if the Stockholders did not enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Purchaser and each of the Stockholders hereby agree as follows:

1.Agreement to Vote. Until the termination of this Agreement, each of the Stockholders agrees that it shall, and shall cause any other holder of record of any Covered Shares to, at any meeting of the stockholders of CT (whether annual or special and whether or not an adjourned or postponed meeting) or in any other circumstances upon which a vote, consent or other approval of the stockholders of CT is sought (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, (ii) vote (or cause to be voted) all Covered Shares in favor of

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the Contemplated Transactions, including each of the items that are the subject of the CT Stockholder Approval and (iii) vote (or cause to be voted) all Covered Shares against any Acquisition Proposal and any other action that could reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Acquisition or any of the Contemplated Transactions or result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of CT under the Purchase Agreement. Except as set forth in this Section 1, the Stockholders shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of CT. In addition, nothing in this Agreement shall limit the right of any Stockholder to vote any Covered Shares in connection with the election of directors.

2.No Inconsistent Agreements.  Each of the Stockholders hereby covenants and agrees that if (a) has not entered into, and shall not enter into, any voting agreement or voting trust, with respect to the Covered Shares (except for the Securities Purchase Agreement, dated as of May 11, 2004, by and among CT, Berkley and certain shareholders of CT), and (b) has not granted, and shall not grant, a proxy or power of attorney with respect to the Covered Shares that is inconsistent with its obligations pursuant to this Agreement.

3.Termination. This Agreement shall terminate upon the earliest to occur of (a) the Closing, (b) the termination of the Purchase Agreement in accordance with its terms, (c) written notice of termination of this Agreement by Purchaser to the Stockholders, (d) the Outside Date, (e) any amendment or modification to the Purchase Agreement or any other Transaction Document (as defined therein), including the Management Agreement to be entered into at the Closing by and between CT and an Affiliate of Purchaser, that could reasonably be expected to be adverse to CT in any material respect, including, but not limited to, any amendment that (i) has the effect of decreasing the Purchase Price paid to CT relative to the CT Investment Management Interests and New CT Shares acquired by Purchaser or (ii) has the effect of decreasing the amount of Purchaser’s assumed liabilities pursuant to Section 2.1(g) of the Purchase Agreement and (f) a Change in CT Board Recommendation; provided, that nothing herein shall relieve any party hereto from liability for any breach of this Agreement prior to any such termination.

4.Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to the Stockholders as follows:

(a)Corporate Status. Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and Purchaser has the requisite limited liability company power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.

(b)Power and Authority. Purchaser has all necessary limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action, and no other limited liability company proceedings on the part of Purchaser are necessary to authorize this Agreement or to consummate the transactions

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contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by Purchaser and, assuming due authorization, execution and delivery by each of the Stockholders, constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws and principals affecting creditors’ rights generally and by general principles of equity.

(c)No Conflicts; Required Filings.  Except for filings required under, and compliance with other applicable requirements of, the Exchange Act and the rules and regulations of the NYSE, (A) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Purchaser for the execution and delivery of this Agreement by the Purchaser and the consummation  by Purchaser of the transactions contemplated hereby and (B) neither the execution and delivery of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby or compliance by Purchaser with any of the provisions hereof shall (1) conflict with or violate the limited liability company agreement of Purchaser, (2) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or asset of Purchaser pursuant to, any Contract to which Purchaser is a party or by which Purchaser or any property or asset of Purchaser is bound or affected, or (3) violate any Law or Order applicable to Purchaser or any of its properties or assets, except in the case of (2) or (3) for violations, breaches or defaults that would not in the aggregate materially impair the ability of Purchaser to perform its obligations hereunder.

5.Representations and Warranties of the Stockholders. The Stockholders hereby jointly and severally represent and warrant to Purchaser as follows:

(a)Ownership of Securities. Each of the Stockholders is the only beneficial owner and, except as otherwise noted on Schedule I hereto, the only record holder of the Owned Shares set forth opposite its name on Schedule I hereto, in each case free and clear of Encumbrances. Each of the Stockholders has voting power and power of disposition with respect to all of the Owned Shares set forth opposite its name on Schedule I hereto, with no restrictions, subject to applicable federal securities laws on their rights of disposition pertaining thereto (other than as created by this Agreement). As of the date hereof, none of the Stockholders own beneficially or of record any equity securities of CT other than the Owned Shares set forth on Schedule I. No Stockholder has appointed or granted any proxy which is still in effect with respect to the Covered Shares. There are no agreements or arrangements of any kind, contingent or otherwise, obligating any Stockholder to transfer or cause to be transferred any Covered Shares and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Covered Shares.

(b)Existence, Power; Binding Agreement. Each of the Stockholders is validly existing and in good standing under the laws of the jurisdiction of its formation and has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Stockholders and, assuming due

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authorization, execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of each of the Stockholders, enforceable against each of the Stockholders in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws and principals affecting creditors’ rights generally and by general principles of equity.

(c)No Conflicts. Except for filings required under, and compliance with other applicable requirements of, the Exchange Act and the rules and regulations of the NYSE, (A) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of any of the Stockholders for the execution and delivery of this Agreement by any of the Stockholders and the consummation by any of the Stockholders of the transactions contemplated hereby and (B) neither the execution and delivery of this Agreement by the Stockholders nor the consummation by the Stockholders of the transactions contemplated hereby or compliance by the Stockholders with any of the provisions hereof shall (1) conflict with or violate any provision of the certificate of formation or operating agreement (or similar organizational documents) of any Stockholder, (2) to the knowledge of the Stockholders, result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or asset of any of the Stockholders pursuant to, any Contract to which any of the Stockholders is a party or by which any of the Stockholders or any property or asset of any of the Stockholders is bound or affected, or (3) violate any Law or Order applicable to any of the Stockholders or any of its or his properties or assets, except in the case of (2) or (3) for violations, breaches or defaults that would not in the aggregate materially impair the ability of any of the Stockholders to perform its obligations hereunder.

6.Certain Covenants of the Stockholders.  Except in accordance with the terms of this Agreement, each of the Stockholders hereby jointly and severally covenants and agrees as follows:

(a)No Solicitation.  Each of the Stockholders agrees that, until the termination of this Agreement, it shall not, and shall cause its Subsidiaries and its and their respective Representatives not to, directly or indirectly through another Person: (i) solicit, initiate or knowingly encourage, knowingly induce or knowingly take any other action which would reasonably be expected to lead to, the making, submission or announcement of, any proposal or inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Proposal; (ii) enter into, continue or participate in any discussions or any negotiations regarding any proposal that constitutes, or would reasonably be expected to lead to the making, submission or announcement of, any Acquisition Proposal; or (iii) furnish any non-public information regarding CT or any of its Subsidiaries to any Person in connection with or in response to an Acquisition Proposal or an inquiry that would reasonably be expected to lead to the making, submission or announcement of an Acquisition Proposal or otherwise knowingly facilitate any Acquisition Proposal or an inquiry that would reasonably be expected to lead to the making, submission or announcement of an Acquisition Proposal.

(b)Restriction on Transfer, Non-Interference. Until the termination of this Agreement, each of the Stockholders hereby agrees not to (i) sell, transfer, pledge, encumber,

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assign or otherwise dispose of (a “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to a Transfer of any of the Covered Shares or (ii) knowingly take any action that would make any representation or warranty of any of the Stockholders contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling any of the Stockholders from performing his or its obligations under this Agreement in any material respect.  Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall prevent or impede any Stockholder from making a Transfer of any of the Covered Shares to one or more of its subsidiaries, parent or affiliated corporations; provided, however, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing to be bound by all of the terms of this Agreement.

(c)Stock Dividends, etc.  In the event of a stock split, stock dividend or distribution, or any change in the Common Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the terms “Owned Shares” and “Covered Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

(d)Certain Notifications. Each of the Stockholders agrees, while this Agreement is in effect, to promptly (and in any event within twenty-four (24) hours) notify Purchaser of the number of any new shares of Common Stock acquired by such Stockholder, if any, after the date hereof.

7.Miscellaneous.

(a)Expenses.  The documented costs and expenses of the Stockholders, up to a maximum of $45,000.00, incurred in connection with the transactions contemplated by this Agreement shall be paid by Purchaser.

(b)No Ownership Interest.  Nothing contained in this Agreement shall be deemed to vest in Purchaser any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholders, and Purchaser shall not have any authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholders in the voting of any of the Covered Shares, except as otherwise provided herein; provided that the foregoing shall not be deemed to limit the Stockholders’ obligations hereunder.

(c)Capacity.  The Stockholders are entering into this Agreement solely in their capacity as the record holders or beneficial owners of the Covered Shares and nothing herein shall limit or affect any actions taken by the Stockholders or any of their affiliates or associates in any other capacity.

(d)Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

(e)Non-Survival of Representations and Warranties. The respective representations

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and warranties of the Stockholders and Purchaser contained herein shall not survive the termination of this Agreement.

(f)Notices. All notices, demands or requests required or permitted to be given pursuant to this Agreement must be in writing, to the following addresses:

If to Purchaser, to:
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Attention:	Chief Legal Officer and
	Randall Rothschild
Facsimile:	646-253-8983
	646-253-8405
with a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017-3954
Attention:	Brian Stadler
	Patrick Naughton
Facsimile:	212-455-2502
if to a Stockholder:
c/o W. R. Berkley Corporation
475 Steamboat Road
Greenwich, CT 06830
Attention:	Ira S. Lederman
Facsimile:	203-629-3000
with copies to:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019-6099
Attention:	Jeffrey S. Hochman
	Mark A. Cognetti
Facsimile:	212-728-9968

(g)Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof or thereof. If any provision of this Agreement, or the application thereof to any Person or circumstance, is found to be invalid or unenforceable in any jurisdiction, (i) a suitable and equitable provision shall be substituted therefor in order to carry

6

out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

(h)Entire Agreement; No Third Party Beneficiaries. This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement of the parties and supersedes any and all other prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement does not, and is not intended to, confer upon any other Person any right, benefit or remedy hereunder.

(i)Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and thereto and their respective legal representatives and successors. Notwithstanding the foregoing, this Agreement shall not be assigned by any party by operation of Law or otherwise without the prior written consent of each of the other parties and any such purported assignment shall be void ab initio, except that Purchaser shall have the right to assign this Agreement, in whole or in part, and any rights and/or obligations hereunder to any of its affiliates without the prior written consent of any Stockholder; provided, however, that no such assignment by Purchaser to any of its affiliates shall relieve Purchaser of its obligations under this Agreement.

(j)Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(k)Jurisdiction; Jury Trial. Each of the parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the City and County of New York in the State of New York for any litigation arising out of or relating to this Agreement (and agrees not to commence any litigation relating hereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 6(f) shall be effective service of process for any litigation brought against it in any such court. Each of the parties hereby irrevocably and unconditionally waives any objection to the laying of venue of any litigation arising out of this Agreement in the courts of the State of New York or the courts of the United States of America located in the City and County of New York in the State of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS.

(l)Equitable Remedies. The parties agree that the breach of the provisions of

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this Agreement would not be adequately compensated by money damages. It is accordingly agreed that prior to termination of this Agreement pursuant to Section 2, a party shall be entitled, in addition to any other right or remedy available to it, to an injunction restraining such breach and to specific performance of any such provision of this Agreement, and in either case no bond or security shall be required in connection therewith.

(m)Construction. The headings of the Sections in this Agreement are provided for convenience only, are not part of the agreement of the parties and shall not affect its construction or interpretation of this Agreement. The language used in this Agreement is the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. This Agreement was negotiated by the Parties with the benefit of legal representation. To the fullest extent permitted by applicable Law, if an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring a party by virtue of the authorship of any of the provisions of this Agreement.

(n)Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or electronic PDF submission), each of which when executed shall be deemed to be an original, but all of which shall constitute one and the same instrument.

[Signature page follows]

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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.

HUSKIES ACQUISITION LLC
By:	/s/ Laurence Tosi
Name:	Laurence Tosi
Title:	Chief Financial Officer
STOCKHOLDERS
W. R. BERKLEY CORPORATION
By:	/s/ William R. Berkley
Name:	William R. Berkley
Title:	Chairman of the Board and Chief Executive Officer
ADMIRAL INSURANCE COMPANY
By:	/s/ Thomas G. Grilli, Jr.
Name:	Thomas G. Grilli, Jr.
Title:	Chief Financial Officer and Treasurer
BERKLEY INSURANCE COMPANY
By:	/s/ Eugene G. Ballard
Name:	Eugene G. Ballard
Title:	Senior Vice President
BERKLEY REGIONAL INSURANCE COMPANY
By:	/s/ Eugene G. Ballard
Name:	Eugene G. Ballard
Title:	Senior Vice President

NAUTILUS INSURANCE COMPANY
By:	/s/ Miklos F. Kallo
Name:	Miklos F. Kallo
Title:	Senior Vice President and Chief Financial Officer

Schedule I

Stockholder	Owned Shares
W. R. Berkley Corporation	3,843,413*
Admiral Insurance Company	520,000
Berkley Insurance Company	1,463,900
Berkley Regional Insurance Company	1,039,700
Nautilus Insurance Company	819,813

* Represents beneficial ownership of Common Stock held by Admiral Insurance Company, Berkley Insurance Company, Berkley Regional Insurance Company and Nautilus Insurance Company.

EX-8

September 27, 2012

W.R. Berkley Corporation

475 Steamboat Road

Greenwich, CT 06830

Re:           Omnibus Purchase Agreement, Management Agreement and Voting Agreement (as defined below)

Ladies and Gentlemen:

Capital Trust, Inc. (the “Company”) is delivering this letter agreement to you in connection with the Omnibus Purchase Agreement, the Management Agreement and the Voting Agreement. For purposes of this letter agreement, the following terms shall have the meanings ascribed to them below:

A.   Omnibus Purchase Agreement” means that that certain Purchase and Sale Agreement by and between the Company and Huskies Acquisition LLC (“Purchaser”), to be entered into as of the date hereof, pursuant to which the Company will, among other things sell to Purchaser (i) certain limited liability company interests and limited partnership interests relating to the investment management business of the Company for an aggregate purchase price of $20,629,004, subject to adjustment and (ii) 5,000,000 shares  of the Company’s class A common stock, par value $0.01 per share, for an aggregate purchase price of $10,000,000, or $2.00 per share.

B.   “Management Agreement” means that certain Management Agreement, by and between the Company and an affiliate of Purchaser to be determined prior to the Closing (as defined in the Omnibus Purchase Agreement), to be entered into on the Closing Date (as defined in the Omnibus Purchase Agreement).

C.   “Voting Agreement” means that that certain Voting Agreement, by and among Purchaser, W. R. Berkley Corporation, (“W. R. Berkley”), Admiral Insurance Company (“Admiral”), Berkley Insurance Company (“Berkley Insurance”), Berkley Regional Insurance Company (“Berkley Regional”), and  Nautilus Insurance Company (“Nautilus,” and together with Berkley, Admiral, Berkley Insurance and Berkley Regional, the “Berkley Stockholders”).

D.   “Qualified Offering” means any equity financing, including without limitation any registered public offering, pursuant to which the Company or any direct or indirect subsidiary of the Company issues equity securities (including any securities, indebtedness or other instruments convertible into common stock or other equity

securities of the Company or any direct or indirect subsidiary and excluding securities issued pursuant to any outstanding warrants, any outstanding or future employee or director equity awards or any securities issued to the Company or any direct or indirect subsidiary of the Company), and (i) that is commenced after the Closing (as defined in the Omnibus Purchase Agreement) and (ii) the expected gross proceeds of which, when taken together with the gross proceeds of all the other such offerings commenced after the Closing, exceeds $30 million.

In consideration of the Berkley Stockholders’ agreement to enter into the Voting Agreement, which is a condition to Purchaser’s agreement to enter into the Omnibus Purchase Agreement, the Company agrees that effective as of the Closing (as defined in the Omnibus Purchase Agreement), in addition to any vote required by law and the Company’s charter and bylaws, the Company shall not undertake or agree to undertake, or permit any direct or indirect subsidiary to undertake or agree to undertake, any Qualified Offering unless such Qualified Offering shall have been approved by a majority of the Independent Directors (as defined in the Management Agreement).  Notwithstanding the foregoing, the parties acknowledge that the immediately preceding sentence shall not prohibit the manager of CT Legacy REIT Holdings, LLC (solely in its capacity as such) or the board of directors of CT Legacy REIT Mezz Borrower, Inc. (solely in their capacity as such) from authorizing such action as it or they determine(s) in good faith is required to satisfy its or their fiduciary duties to the members of CT Legacy REIT Holdings, LLC or the stockholders of CT Legacy REIT Mezz Borrower, Inc., as the case may be.  The requirement to obtain such Independent Director approval shall terminate upon the closing of the first Qualified Offering.

Notwithstanding the foregoing, this letter agreement shall terminate and be of no further legal force and effect at such time as the Berkley Stockholders beneficially own less than 50% of the aggregate 3,843,413 shares of class A common stock of the Company owned by the Berkley Stockholders on the date hereof (as adjusted for any stock dividends, stock splits, reclassifications and similar events).

The Company hereby represents and warrants to W.R. Berkley that: (i) the Company has all requisite corporate or other power and authority to execute, deliver and perform all of its obligations under this letter, (ii) this letter agreement has been duly and validly authorized by the Company and has been duly executed and delivered by the Company, (iii) upon such execution and deliver, this letter agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms and (iv) neither the execution and delivery by the Company of this letter agreement, nor the performance by the Company of any of its obligations under this letter agreement, will: (a) violate any provision of the Company’s organizational or governing documents; (b) violate any applicable law to which the Company is subject; or (c) result in a violation or breach of, or constitute a default under any contract, agreement or other instrument or obligation to which the Company is a party or any of the Company’s assets are subject.

Each party hereto will take such actions as may reasonably be necessary or requested by the other party hereto for the purpose of effectively carrying out the intent hereof.

The interpretation of the terms of this letter agreement, its enforcement and any claims arising out of or related to this letter agreement shall be governed by the laws of the State of New York, without giving effect to the choice of law or conflict of laws provisions thereof.

The Company acknowledges and agrees that money damages would not be a sufficient remedy for any breach or threatened breach of any provision of this letter agreement, and that in addition to all other remedies which W. R. Berkley may have, W.R. Berkley will be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach, without the necessity of securing or posting any bond.

This letter agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, supersedes all prior agreements, whether written or oral, between the parties with respect to the subject matter hereof and may not be amended or modified without the express written agreement of the parties.

[Balance of Page Intentionally Left Blank]

If the foregoing correctly sets forth our agreement, please sign and return to the undersigned, at which time it shall be and become our mutually binding agreement, enforceable in accordance with its terms.

Sincerely yours,

/s/ Stephen D. Plavin

Stephen D. Plavin

Chief Executive Officer

Capital Trust, Inc.

Acknowledged and Agreed to on September 27, 2012:

W.R. Berkley Corporation

By:        /s/ William R. Berkley

Name:  William R. Berkley

Title:    Chairman of the Board and Chief Executive Officer