Winthrop Realty Trust (Form: 8-K, Received: 02/04/2013 17:13:13)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) February 1, 2013

WINTHROP REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

	Ohio
	(State or Other Jurisdiction of Incorporation)

001-06249		34-6513657
(Commission File Number)		(I.R.S. Employer Identification No.)

7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts		02114
(Address of Principal Executive Offices)		(Zip Code)

	(617) 570-4614
(Registrant's Telephone Number, Including Area Code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFT\|R 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into Material Definitive Agreement

On February 1, 2013, Winthrop Realty Trust (“Winthrop”) and its operating partnership, WRT Realty, L.P. (collectively the “Company”), entered into a Third Amended and Restated Advisory Agreement with FUR Advisors LLC (the “Amended and Restated Advisory Agreement”). The Amended and Restated Advisory Agreement, which is effective as of January 1, 2013, provides for a term of five years, subject to earlier termination (i) by the Company with Cause (as defined) on one business days prior notice or without Cause on 60 days prior notice or (ii) by FUR Advisors LLC (the “Advisor”) with Cause (as defined) on one business days prior notice or without Cause on 120 days prior notice.

With respect to the compensation payable to the Advisor, the calculation of existing fees payable to the Advisor, which consist of a Base Management Fee and, in certain cases, an Incentive Fee and an Incentive Termination Fee (each as defined) were not changed except that: (i) any dividends paid on account of the Trust’s Common Shares of Beneficial Interest (“Common Shares”) that result in a reduction of the Hurdle at the date of a Liquidation or Disposition (as defined) are deemed a reduction in the aggregate issuance price of the Common Shares, (ii) the growth factor on the Hurdle (as defined) was changed from 7% per annum to the greater of (x) 4% or (y) the 5 year U.S. Treasury Yield plus 2.5% (the “Growth Factor”); and (iii) the Incentive Termination Fee will not be payable if the Amended and Restated Advisory Agreement is terminated for Cause by the Company or without Cause by the Advisor.

In addition, the definition of “Hurdle” was updated to provide for the actual Hurdle amount at December 31, 2012. Accordingly, as now defined, the “Hurdle” equals:

(x) $534,223,711 (the Hurdle amount at December 31, 2012) increased by the issuance price of all Common Shares issued after January 1, 2013 (including the conversion price of any securities actually converted into Common Shares) and decreased by (1) the redemption price of all Common Shares redeemed after January 1, 2013 and (2) all dividends paid from and after January 1, 2013,

plus

(y) a return on the amount calculated in (x) above, as adjusted, equal to the Growth Factor as determined at the end of each fiscal quarter, compounded annually taking into account the timing of any such adjustments.

At December 31, 2012, the Hurdle equaled $16.18 per Common Share and the Growth Factor was approximately $0.1625 per Common Share per quarter. Accordingly, assuming no additional Common Shares are issued or redeemed, if the Company were to pay a quarterly dividend of less than $0.1625 per Common Share, the Hurdle would increase, and if the Company were to pay a quarterly dividend of more than $0.1625 per Common Share, the Hurdle would decrease.

The Amended and Restated Advisory Agreement further provides that the Advisor would be entitled to an additional fee (the “Supplemental Fee”) solely in the event of (i) a termination of the Amended and Restated Advisory Agreement for any reason other than for Cause by the Company or without Cause by the Advisor, (ii) a disposition of all or substantially all of the assets of the Company, or (iii) the election by the Company to orderly liquidate its assets. As with the Incentive Termination Fee, the Supplemental Fee will not be payable if the Amended and Restated Advisory Agreement is terminated by the Company for Cause or by the Advisor without Cause. The Supplemental Fee is equal to the lesser of (i) the Base Management Fee paid to the Advisor for the prior twelve month period or (ii) either (x) in the case of a termination of the Amended and Restated Advisory Agreement, 20% of the positive difference, if any between (A) the appraised net asset value of the Company’s assets at the date of termination and (B) the Hurdle minus $104,980,468, or (y) in the case of a disposition or liquidation 20% of any dividends paid on account of Common Shares at such time as the Hurdle is less than $104,980,468 but not less than zero, including 20% of the portion of any dividend in excess of the amount thereof which reduced the Hurdle to less than $104,980,468. If the Supplemental Fee had been payable as of January 1, 2013, the Advisor would have been entitled to 20% of all dividends paid in excess of approximately $13.00 per Common Share up to approximately $14.36 per Common Share which would result in a maximum total Supplemental Fee of $8,950,000 (the Base Management Fee for calendar 2012).

In the event that the Supplemental Fee is payable in connection with a disposition, the entire fee is payable upon such disposition. In all other cases where the Supplemental Fee is payable, the Company is permitted to defer payment of the first $3,000,000 of the Supplemental Fee (the “Initial Amount”) for 30 days and the balance, if any, for a period of six months. If it is determined that the Supplement Fee is less than the Initial Amount, the Advisor is obligated to promptly return to the Company the difference between the Initial Amount and the actual Supplemental Fee. Upon the termination of the Amended and Restated Advisory Agreement in connection with a disposition, all fees payable to the Advisor are required to paid in immediately available funds. In all other cases where the Amended and Restated Advisory Agreement is terminated, the Company is required to pay the Supplemental Fee, if any, in immediately available funds and is permitted to pay the Incentive Termination Fee, if any, in a number of freely tradable Common Shares (subject only to standard securities law restrictions) equal to the amount due to the Advisor divided by the greater of (x) the closing price for the Common Shares on the date of termination of the Amended and Restated Advisory Agreement or (y) $11.05 (which was the closing price of the Common Shares on December 31, 2012).

Winthrop also entered into amendments to the Exclusivity Services Agreement between Winthrop and Michael L. Ashner (“Ashner”) and the Covenant Agreement between Winthrop and FUR Investors LLC (“FUR Investors”), an affiliate of the Advisor. The amendment to the Exclusivity Services Agreement provides that upon the election of the Company to liquidate, in lieu of requiring Ashner to offer all Business Opportunities (as defined) to Winthrop, Winthrop will have a right of first refusal with respect to any Business Opportunities for a period from and after the later of (x) two years from the liquidation or (ii) the date on which Winthrop has paid aggregate dividends on its Common Shares sufficient to reduce the Hurdle to $104,980,468. This right of first refusal will end at such time as the Advisory Agreement has been terminated by the Company without Cause, or by the Advisor for Cause. Both the Exclusivity Services Agreement and the Covenant Agreement were modified to provide that Ashner or FUR Investors, as applicable, will have the right to terminate the Exclusivity Services Agreement or the Covenant Agreement, as applicable, from and after the date that the Amended and Restated Advisory Agreement is terminated by the Company without Cause, or by the Advisor for Cause.

The descriptions of the Amended and Restated Advisory Agreement, the Amendment to the Exclusivity Agreement and the Amendment to the Covenant Agreement contained herein are qualified in their entirety by reference to the full text of the Amended and Restated Advisory Agreement, the Amendment to the Exclusivity Agreement and the Amendment to the Covenant Agreement, copies of which are attached hereto as Exhibit 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference .

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the entering into of the Amended and Restated Advisory Agreement, Winthrop issued to Michael L. Ashner, the Chairman and Chief Executive Officer of Winthrop, and Carolyn Tiffany, the President of Winthrop, 66,667 and 33,333 restricted Common Shares, respectively, which Common Shares were issued under Winthrop’s 2007 Long Term Incentive Plan. The Common Shares issued to Mr. Ashner and Ms. Tiffany are subject to forfeiture and other restrictions as described below.

In addition, the Board has authorized the issuance of an additional 500,000 restricted Common Shares (the “Additional Awarded Shares”) which will be issued at such time, if at all, as Winthrop is authorized to issue additional restricted Common Shares to its officers, the Advisor and employees of the Advisor or its affiliates that provide services to Winthrop, which shares, if and when issued, will be subject to similar restrictions to those awarded to Mr. Ashner and Ms. Tiffany. The Additional Awarded Shares will be issued, if approved, as follows: 131,333 to Mr. Ashner; 68,667 to Ms. Tiffany; 75,000 to each of John Garilli, Winthrop’s Chief Financial Officer and John Alba, Winthrop’s Chief Investment Officer; and the remaining 150,000 to be issued to other employees of the Advisor or its affiliates that provide services to Winthrop as determined by the Advisor.

The Common Shares issued to Mr. Ashner and Ms. Tiffany and, if and when issued, the Additional Awarded Shares, are subject to the following restrictions:

1.	The Common Shares awarded to any person will be forfeited if such person does not remain in continuous service with the Advisor through January 1, 2018.

The Common Shares will immediately vest and no longer be subject to forfeiture on the earlier of (i) January 1, 2018, (ii) upon a Change in Control (as defined), (iii) if the Amended and Restated Advisory Agreement is terminated by the Company for any reason other than Cause, or by the Advisor for Cause, or (iv) the death or disability of the holder. Change in Control is defined as the occurrence of any of the following, in one transaction or a series of related transactions: (1) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becoming a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Winthrop representing more than 50% of the voting power of Winthrop’s then outstanding securities; (2) a consolidation, equity exchange, reorganization or merger of Winthrop resulting in the equity holders of Winthrop immediately prior to such event not owning at least a majority of the voting power of the resulting entity’s securities outstanding immediately following such event; (3) the sale or other disposition of all or substantially all the assets of Winthrop; or (4) a dissolution of Winthrop.

3.	So long as the Common Shares awarded are subject to forfeiture, the secretary of Winthrop has the sole and exclusive right to exercise all voting rights with respect to the awarded Common Shares.

Until the Common Shares awarded are no longer subject to forfeiture, all cash dividends payable thereon will be payable as follows: (i) the holder will receive a portion of the dividend equal to (i) five percent, multiplied by (ii) the number of full calendar quarters that have transpired between January 1, 2013 and the applicable dividend payment date, less any required tax withholding and (ii) the remaining portion of the dividend will be held by Winthrop in escrow and will only be paid to the holder thereof if and when the Common Shares awarded are no longer subject to forfeiture. If the Common Shares awarded are forfeited, then the dividends held in escrow will similarly be forfeited.

The descriptions of the foregoing Common Share grants contained herein are qualified in their entirety by reference to the full text of the Restricted Share Award Agreements, copies of which are attached hereto as Exhibit 10.4 and 10.5, respectively, and are incorporated herein by reference .

Item 9.01

Financial Statements and Exhibits.

(c)

Exhibits

10.1

Third Amended and Restated Advisory Agreement, dated February 1, 2013, among Winthrop Realty Trust, WRT Realty, L.P. and FUR Advisors LLC

10.2

Amendment No. 2 to Exclusivity Services Agreement, dated as of February 1, 2013, between Winthrop Realty Trust and Michael L. Ashner.

10.3

Amendment No. 1 to Covenant Agreement, dated as of February 1, 2013, between Winthrop Realty Trust and FUR Investors LLC.

10.4

Restricted Share Award Agreement, dated February 1, 2013, between Winthrop Realty Trust and Michael L. Ashner.

10.5

Restricted Share Award Agreement, dated February 1, 2013, between Winthrop Realty Trust and Carolyn Tiffany.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 4th day of February, 2013.

	WINTHROP REALTY TRUST

	By:	/s/ Michael L. Ashner
		Michael L. Ashner
		Chief Executive Officer

THIRD AMENDED AND RESTATED

ADVISORY AGREEMENT

BETWEEN

WINTHROP REALTY TRUST,

WRT REALTY, L.P.

AND

FUR ADVISORS LLC

Dated as of February 1, 2013

Effective January 1, 2013

THIRD AMENDED AND RESTATED ADVISORY AGREEMENT

THIS AGREEMENT , made as of February 1, 2013 and effective as of January 1, 2013, among WINTHROP REALTY TRUST , an Ohio business trust (the “Trust”), WRT REALTY, L.P. , a Delaware limited partnership (the “Operating Partnership”, and together with the Trust, the “Company”), and FUR ADVISORS LLC (the “Advisor”).

WHEREAS , pursuant to that certain Second Amended and Restated Advisory Agreement, dated as of March 5, 2009, between the Trust and the Advisor, (as amended, the “Original Agreement”), the Advisor has been retained to provide, among other things, certain asset management, investor relations and accounting services to the Trust;

WHEREAS , the Operating Partnership holds substantially all of the Trust’s assets;

WHEREAS , the Trust and the Advisor desire to amend and restate the Original Agreement in its entirety;

NOW, THEREFORE , in consideration of the premises and of the mutual covenants herein contained, it is agreed as follows:

ARTICLE I

DEFINITIONS

1.1. Specific Terms . As used in this Agreement:

“Advance Amount” means the lesser of (a) $3,000,000 and (b) any amounts payable by the Advisor with respect to the termination of any of its or its affiliates employees (other than the Principal Officers) whose employment is terminated as a result of the Termination.

“Affiliate” means with respect to a Person any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person, or is a director of such Person. For purposes of this definition, “control” (including the terms “controlling,” “controlled by” and “under common control with”) when used with respect to any specified Person means the possession, direct or indirect, of the power to vote 50% or more of the voting securities of such Person or to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of this Agreement, neither the Advisor nor any of its Affiliates shall be deemed an Affiliate of the Trust or the Operating Partnership nor shall the Trust or the Operating Partnership be deemed an Affiliate of the Advisor or any of its Affiliates.

“Article 8 Base Fee” means either:

(x) in the case of a Termination without a corresponding Disposition or Liquidation, the lesser of (1) the Base Management Fee for the immediately preceding 12 months prior to the Termination or (2) 20% of the positive difference, if any between (A) the Net Asset Amount and (B) the Hurdle minus $104,980,468;

(y) in the case of a Disposition, the lesser of (1) the Base Management Fee for the immediately preceding 12 months prior to the Disposition or (2) 20% of any Dividends at such time as the Hurdle is less than $104,980,468 but not less than zero, including 20% of the portion of any Dividend in excess of the amount thereof which reduced the Hurdle to less than $104,980,468; or

(z) in the case of a Liquidation, the lesser of (1) the Base Management Fee for the immediately preceding 12 months prior to the Liquidation or (2) 20% of any Dividends at such time as the Hurdle is less than $104,980,468 but not less than zero, including 20% of the portion of any Dividend in excess of the amount thereof which reduced the Hurdle to less than $104,980,468.

The calculation of the Article 8 Base Fee is illustrated on Schedule A to this Agreement.

“Ashner” means Michael L. Ashner, an individual.

“Base Management Fee” means an amount equal to 25% of the sum of (i) 1.5% of the aggregate Issuance Price of the issued and outstanding Equity Securities plus (ii) 0.25% of any equity contribution by a third party to a Qualified Venture, in each case pro-rated to the extent that an Equity Security was not issued, or an equity contribution was not made, for the entire quarterly period; provided, however, from and after the first to occur of a Disposition or a Liquidation, for purposes of determining the Base Management Fee, all Dividends paid that result in a reduction of the Hurdle at the date of the Disposition or Liquidation, whichever first occurs, will be deemed a reduction of the aggregate Issuance Price.

“Board” means the Board of Trustees of the Trust.

“Cause” means

(x) with respect to the Advisor, the occurrence of any of (i) the Advisor’s continuous and intentional failure to perform its duties under this Agreement after written notice from the Company to the Advisor of such non-performance which is not cured within 10 days of notice thereof; (ii) intentional misconduct by the Advisor which is materially injurious to the Company, monetarily or otherwise; (iii) the material breach by the Advisor of any of the material terms or conditions of this Agreement which is not cured within 10 days of notice thereof; (iv) unless approved by 80% of the independent trustees of the Board or as a result of the death or Disability of Ashner, (x) Ashner fails to spend substantially all of his business time with respect to the business of the Company, (y) Ashner is no longer the direct or indirect managing member of the Advisor, or (z) Ashner no longer beneficially owns, directly or indirectly, at least 15% of the Advisor on a fully diluted basis; or (v) Ashner being deemed to be the beneficial owner (as such term is defined in Rule16(a)(2) promulgated under the Securities Exchange Act of 1934, as amended, as in effect on the date hereof, of less than 1,500,000 Common Shares (excluding any Common Shares issued to the Advisor or Ashner that are subject to forfeiture), as adjusted for stock splits or combinations; and

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(y) with respect to the Company, (i) the failure to make any payment when due to the Advisor under this Agreement, or (ii) the retention by the Company of a Person other than the Advisor to provide a significant portion of the services to be provided by the Advisor hereunder, in each case which failure is not cured within 10 days of notice thereof to the Board and which failure or retention is not caused, in whole or in part, directly or indirectly, by the Advisor or any representative of Advisor acting in his capacity as an officer or representative of the Company.

“Common Shares” means common shares of beneficial interest of the Trust.

“Deemed Excess Share Dividends” means the excess, if any, of (A) the Net Asset Amount (as defined below) over (B) the Hurdle (after giving effect to any Dividends paid at the time of Termination), as of the date of Termination.

“Disability” means the applicable person’s incapacity due to physical or mental illness resulting in such person being substantially unable to perform his duties to the Advisor for an entire period of six consecutive months.

“Disposition” means the sale of all or substantially all of the assets of the Trust and the Operating Partnership, the acquisition of the Trust and the Operating Partnership by merger or other similar business combination transaction, or such other disposition of the Trust and the Operating Partnership or of all or substantially all of their assets.

“Dividends” means all dividends paid after the date hereof in respect of Common Shares, including Dividends of cash, debt obligations and the fair market value of other property and the fair market value of any consideration received in exchange for Common Shares by reason of a merger or consolidation with a third party entity or other similar transaction. In the event of a merger, consolidation or other similar business combination transaction, the Advisor will receive a credit toward the Dividend amount equal to the fair market value of the consideration received by holders of Common Shares received in exchange for their Common Shares, including, but not limited to, the fair market value ascribed in the transaction to stock, preferred stock, debt instruments, cash, warrants, options, etc., received by the holders of Common Shares. Except as otherwise provided herein, “fair market value” shall be determined by the Board in good faith; provided, however, that if the Advisor disagrees in good faith with such determination, then the Advisor shall be entitled to seek arbitration in accordance with Section 9.4 with respect to this issue.

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“Equity Securities” means Common Shares, Series D Preferred Shares, convertible preferred shares, convertible debt, perpetual preferred shares of the Trust and, in the case of the Operating Partnership limited partnership interests issued to a person or entity other than the Trust or its subsidiary.

“Hurdle” means (x) $534,223,711, increased by the Issuance Price of all Common Shares issued after the date hereof (including the conversion price of any securities actually converted into Common Shares) and decreased by (1) the redemption price of all Common Shares redeemed after the date hereof and (2) all Dividends paid from and after the date hereof, plus (y) a return on the amount set forth in (x) above, as adjusted, equal to the Hurdle Rate, compounded annually taking into account the timing of any such adjustments.

“Hurdle Rate” means a per annum rate determined at the end of each fiscal quarter equal to the greater of (x) 4% or (y) the 5 year U.S. Treasury Yield plus 2.5%.

“Incentive Fee” means an amount equal to 20% of any Dividends paid at such time as the Hurdle is less than zero, including 20% of the portion of any Dividend in excess of the amount thereof which reduced the Hurdle to less than zero.

“Incentive Termination Fee” means an amount equal to 20% of the excess, if any, of (x) the Deemed Excess Share Dividends over (y) the amount of Incentive Fees which have theretofore been paid to the Advisor in accordance with Section 6.3.

“Issuance Price” means, the issuance price of each Equity Security after deducting any underwriting discounts and commissions and other expenses and costs relating to the issuance. The Issuance Price will be modified accordingly in the event of stock splits. Upon the repurchase by the Trust of Common Shares, for purposes of determining the Issuance Price of the remaining Common Shares outstanding, the shares repurchased will be deemed to have been repurchased proportionally among all Common Shares outstanding on the applicable repurchase date, and, with respect to Common Shares, only the Common Shares not so deemed to have been repurchased will be included in the “issued and outstanding Equity Securities” for purposes of calculating the Base Management Fee.

“Liquidation” means the determination by the Board and, if required by applicable law or the governing documents of the Company, the approval of the holders of the Common Shares, to implement an orderly liquidation of the assets of the Company either through a formal plan or otherwise.

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“Net Asset Amount” means the difference between (x) the gross assets of the Company as of the date of Termination as determined by an appraisal to be conducted by a nationally recognized appraisal firm mutually agreed upon by the Company and the Advisor less (y) the total liabilities of the Company as of the date of Termination (including any amounts necessary to satisfy obligations due to holders of preferred shares of the Company as liabilities) less (z) 3% of the gross assets of the Company as determined by the appraisal provided for in (x) above (other than cash) which shall be deemed the estimated costs to sell such assets. If the Company and the Advisor are unable to agree upon an appraisal firm, then each of the Company and the Advisor is to choose an independent appraisal firm to conduct an appraisal. In such event, (i) if the appraisals prepared by the two appraisers so selected are the same or differ by an amount that does not exceed 20% of the higher of the two appraisals, the Net Asset Amount is to be deemed to be the average of the appraisals, as prepared by each party’s chosen appraiser, and (ii) if these two appraisals differ by more than 20% of such higher amount, the two appraisers together are to select a third appraisal firm to conduct an appraisal. If the two appraisers are unable to agree on the identity of such third appraiser, either of the Advisor and the Company may request that the American Arbitration Association (“AAA”) select the third appraiser. The Net Asset Amount then is to be the amount determined by such third appraiser, but in no event less than the lower of the two initial appraisals or more than the higher of such two initial appraisals. Each party shall pay the costs of the appraisals chosen by it, and each party shall pay one half of the costs of the third appraiser. Any appraisal hereunder shall be performed no later than 45 days following selection of the appraiser or appraisers. In the event that an asset of the Company is sold after Termination in an arms-length transaction prior to the date on which the Net Asset Amount for such asset is otherwise determined, the Net Asset Amount for such asset shall equal the net proceeds derived by the Company from such sale.

“Person” means any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability company or partnership, joint venture, association, joint stock company, bank, trust, estate unincorporated organization, any federal, state, county or municipal government (or any agency or political subdivision thereof) endowment fund or any other form of entity.

“Principal Officers” means Ashner and Carolyn Tiffany.

“Qualified Venture” means a venture managed by the Trust or the Operating Partnership unless (i) the Advisor or any of its Affiliates receives a fee from such venture for providing (x) similar services to those provided to the Company hereunder or (y) property management services to the real property owned by such venture or (ii) all or substantially all of the assets of such venture have been disposed of.

“Series D Preferred Shares” means the Trust’s 9.25% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest.

“Termination” means a termination of this Agreement.

1.2. Other Terms . Unless the context shall require otherwise:

(i) Words importing the singular number or plural number shall include the plural number and singular number respectively;

(ii) Words importing the masculine gender shall include the feminine and neuter genders and vice versa;

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(iii) Reference to “include”, “includes”, and “including” shall be deemed to be followed by the phrase “without limitation”; and

(iv) Reference in this Agreement to “herein”, “hereof’, “hereby” or “hereunder”, or any similar formulation, shall be deemed to refer to this Agreement as a whole. Except as otherwise indicated, all references in this Agreement to “Articles,” and “Sections,” are intended to refer to Articles and Sections of this Agreement.

ARTICLE II

RETENTION OF ADVISOR

Subject to the terms and conditions hereinafter set forth, the Company hereby retains the Advisor to undertake the duties and responsibilities hereinafter set forth.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

By their execution and delivery of this Agreement, the Advisor, the Trust and the Operating Partnership each represents and warrants solely with respect to itself that (i) it is duly organized, validly existing, in good standing under the laws of the state of its formation and has all requisite power and authority to enter into and perform its obligations under this Agreement and (ii) the person signing this Agreement for such party is duly authorized to execute this Agreement on behalf of such party.

ARTICLE IV

RESPONSIBILITIES OF ADVISOR

4.1. General Responsibility . Subject to the supervision of the Board, the Advisor shall:

(i) serve as the Company’s investment and financial advisor and recommend changes in the Company’s investment policies, when appropriate;

(ii) investigate and evaluate investment opportunities and recommend them to the Board;

(iii) administer the day-to-day operations of the Company, and cause the Company to comply with its obligations under this Agreement;

(iv) investigate, select and conduct relations and enter into appropriate contracts on behalf of the Company with other individuals, corporations and entities in furtherance of the investment activities of the Company;

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(v) acquire and dispose of investments and funds of the Company, handle, prosecute and settle any claims of the Company and handle, defend and settle claims against the Company;

(vi) invest and reinvest any money of the Company;

(vii) negotiate, as appropriate, on behalf of the Company with investment banking firms, banks and other institutions or investors for public or private sales of securities of the Company or for other financing on behalf of the Company;

(viii) conduct relations on behalf of the Trust with the Trust’s beneficiaries and the Operating Partnership with the Operating Partnership’s partners and with securities exchanges and dealers making markets in the Trust’s or the Operating Partnership’s securities;

(ix) establish one or more bank accounts in the name of the Company and deposit into and disburse from such accounts any moneys on behalf of the Company, provided that no funds in any such account shall be commingled with funds of the Advisor, and the Advisor shall as requested by the Board render appropriate accountings of such deposits and payments to the Board;

(x) administer such day-to-day bookkeeping and accounting functions as are required for the proper management of the assets of the Company and prepare or cause to be prepared such reports (other than the preparation and filing of tax returns) as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended, the securities and tax statutes of any jurisdiction in which the Company is obligated to file reports or the rules and regulations promulgated under any of the foregoing;

(xi) from time to time, enter into Property Management Agreements and Construction Management Agreements (each as defined in Section 6.2, upon terms set forth in Section 6.2, in consultation with the Board;

(xii) from time to time, or at any time requested by the Board, make reports to the Board of its performance of the foregoing services; and

(xiii) cause the Company to obtain insurance covering such risks, with such insurers and on such terms as the Company may reasonably determine.

4.2. Authority . The Advisor shall have discretion and authority pursuant to this Agreement to perform the duties and services specified in Section 4.1 in such manner as the Advisor reasonably considers appropriate subject to the terms and restrictions contained in the organizational documents of the Trust or the Operating Partnership, as amended from time to time. In furtherance of the foregoing, the Company hereby designates and appoints the Advisor or its designee as the agent and attorney-in-fact of the Company, with full power and authority and without further approval of the Company, for purposes of accomplishing on its behalf any of the foregoing matters or any matters which are properly the subject matter of this Agreement. The Advisor may execute, in the name and on behalf of the Company and its affiliates all such documents and take all such other actions which the Advisor reasonably considers necessary or advisable to carry out its duties hereunder.

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4.3. Key-Person Insurance . The Advisor shall use its commercially reasonable efforts to obtain, at the Company’s expense, life insurance on the lives of the Principal Officers naming the Company as the beneficiary in an amount for each such Principal Officer equal to such amount as may be determined by the Board upon the recommendation of the Compensation Committee of the Board from time to time. Notwithstanding the foregoing, prior to acquiring any such life insurance policy, the Advisor shall provide to the Compensation Committee of the Board the death benefit amount and cost of such policies and the Compensation Committee shall have approved such amount and cost.

ARTICLE V

INDEMNIFICATION

5.1. Indemnity . (a) The Company shall indemnify and hold harmless the Advisor, and its members, officers, affiliates, agents and employees (each, an “Advisor Indemnitee”), from and against any and all liability, claims, demands, expenses and fees, fines, suits, losses and causes of action of any and every kind or nature arising from or in any way connected with the performance by the Advisor of its obligations under this Agreement, other than any liability, claim, demand, expense, fee, suit, loss or cause of action arising from or in any way connected with (i) any acts of the Advisor, or its members, officers, affiliates, agents or employees, outside the scope of the authority of the Advisor under this Agreement unless such person acted in good faith and reasonably believed that his conduct was within the scope of authority of the Advisor under this Agreement, or (ii) the gross negligence, willful misconduct or the violation of applicable laws by the Advisor, its members, officers, affiliates, agents or employees. In addition, Advisor shall be named as an additional insured on all policies of insurance maintained by the Company including, without limitation, to the extent maintained by the Company, Commercial General Liability, Comprehensive Automobile Liability, Umbrella and Excess Liability Insurance policy. Certificates of Insurance evidencing compliance with the provisions of the immediately preceding sentence shall be furnished to the Advisor on request.

(b) The Advisor shall indemnify and hold harmless the Trust, the Operating Partnership and their respective Trustees, officers, partners, affiliates, agents and employees (each, a “Company Indemnitee”), from and against any and all liability, claims, demands, expenses and fees, fines, suits, losses and causes of action of any and every kind or nature arising from third party actions and connected with the performance by the Advisor of its obligations under this Agreement to the extent caused by (i) any acts of the Advisor, or its members, officers, affiliates, agents or employees, outside the scope of the authority of the Advisor under this Agreement unless such person acted in good faith and reasonably believed that his conduct was within the scope of authority of the Advisor under this Agreement, or (ii) the gross negligence, willful misconduct, or the violation of applicable laws by the Advisor, its members, officers, affiliates, agents or employees; provided, however, that a member, officer, Affiliate, agent or employee of the Advisor shall in no event be indemnified hereby as a Company Indemnitee.

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5.2. Additional Costs . The obligation to indemnify set forth in Section 5.1 shall include the payment of reasonable attorneys’ fees and investigation costs, as well as other reasonable costs and expenses incurred by the indemnified party in connection with any such claim.

5.3. Procedure . If any action or proceeding in respect of which indemnity may be sought in accordance with Section 5.1 is brought or asserted by a Company Indemnitee or an Advisor Indemnitee (each, an “Indemnitee”), such Indemnitee shall promptly notify the Advisor, if the Indemnitee is a Company Indemnitee, or the Trust, if the Indemnitee is an Advisory Indemnitee, (such notified party, the “Indemnitor”) in writing (but the failure to give such notice shall not affect the Indemnitor’s obligations hereunder or otherwise unless the Indemnitor demonstrates that the defense of such action or proceeding was materially prejudiced by such failure), and the Indemnitor shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnitee and the payment of all defense costs and expenses. Indemnitee shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne by the Indemnitee unless (i) the Indemnitor has agreed in writing to pay such fees and expenses, (ii) the Indemnitor shall have failed to assume the defense of such action or proceeding within ten business days after the Indemnitee gives notice of such action or proceeding, or (iii) the named parties to any such action or proceeding include both the Indemnitee and the Indemnitor or an affiliate thereof such that joint representation would be inappropriate (in which case, if the Indemnitee notifies the Indemnitor that it elects to employ separate counsel at the expense of the Indemnitor, the Indemnitor shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnitee; however, the Indemnitor shall not, in connection with any one such action or proceeding, be liable for the fees and expenses of more than one separate firm of attorneys, together with local counsel at any time for all Indemnitees, which firm shall be designated by the Indemnitee). If the Indemnitor assumes the defense of such an action, (a) no compromise or settlement thereof may be effected by the Indemnitor without the Indemnitee’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnitor and (b) the Indemnitor shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withhold). If notice is given to the Indemnitor of the commencement of any action and it does not, within ten business days after the Indemnitee’s notice is given, give notice to the Indemnitee of its election to assume the defense thereof, the Indemnitor shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnitee.

5.4. Survival . The provisions of this Article V shall survive the Termination.

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ARTICLE VI

COMPENSATION

The Advisor agrees to accept from the Company the compensation set forth in this Article VI as full and complete consideration for all services to be rendered by the Advisor pursuant to this Agreement. Except as hereinafter provided or as approved by the Compensation Committee of the Board, neither the Advisor nor any of its Affiliates shall be entitled to receive any other fees or compensation relating to the Company or its properties, including but not limited to leasing commissions, acquisition fees, disposition fees or loan fees.

6.1. Management Fee . The Advisor shall be entitled to receive a quarterly management fee equal to the Base Management Fee which shall be payable in arrears on the first business day of each fiscal quarter.

6.2. Property and Construction Management Fees . (a) The Company may, from time to time, enter into separate property management agreements (the “Property Management Agreements”) with third parties, the Advisor or an Affiliate of the Advisor for each Company property, pursuant to which the Advisor or its Affiliate shall be entitled to receive fees for property management services at a rate for each property that does not exceed a commercially reasonable rate for performing such services for comparable properties in the same geographic location taking into account that the Advisor will not be performing leasing services or receiving leasing commissions. The rates shall be disclosed to the Board no less frequently than quarterly. Such Property Management Agreements may be terminated in the same manner as proscribed in Section 8.2 and shall contain commercially reasonable and customary terms for such arrangements.

(b) The Company may, from time to time, enter into construction management agreements (the “Construction Management Agreements”) with third parties, the Advisor or an Affiliate of the Advisor with respect to Company properties, pursuant to which the Advisor or its Affiliate shall be entitled to receive fees for construction management services at a rate that does not exceed a commercially reasonable rate for performing such services for comparable properties in the same geographic location. The proposed rates shall be submitted for and subject to approval by a majority of the independent trustees on the Board. Such Construction Management Agreements may be terminated in the same manner as proscribed in Section 8.2 and shall contain commercially reasonable and customary terms for such arrangements.

6.3. Incentive Fee . As additional compensation for its services hereunder, the Advisor shall be entitled to receive the Incentive Fee. The Incentive Fee payable with respect to any Dividends shall be deemed earned on the first date that such Dividends are paid to common shareholders of the Trust and shall not be subject to any claw-back, refund or offset for any reason, including as a result of an increase in the amount of the Hurdle from time to time. The amount of each payment of the Incentive Fee shall equal the entire Incentive Fee computed pursuant to the definition thereof, less the amount thereof which has theretofore been paid to the Advisor.

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6.4. Joint Investment Fees . In the event that the Company and the Advisor or an affiliate of the Advisor make a joint investment, then the Advisor agrees to share with the Company, in proportion to their respective investments, the amount of any fee or promoted interest payable to the Advisor or its affiliate by a third party in connection with entering into or structuring the transaction

6.5. Other Services . Other than as specifically provided in this Agreement, or as approved in writing by a majority of independent trustees of the Board, the Advisor shall not be compensated by the Company for services rendered to the Company. The Advisor shall disclose to the Board the terms of any sub-contracting arrangement entered into by the Advisor with third parties with respect to the services to be provided by the Advisor hereunder.

ARTICLE VII

COMPANY EXPENSES

7.1. Expenses Paid by Advisor . Without regard to the amount of compensation received hereunder by the Advisor, the Advisor shall bear the following expenses of the Company:

(i) all direct and indirect remuneration and all other employment expenses of employees of the Advisor, including but not limited to, salaries, wages, payroll taxes and the costs of employee benefit plans, and fees, if any, paid to members of the Board who are employed by the Advisor;

(ii) rent, telephone, utilities, office furniture, equipment and machinery and other office expenses of the Advisor and the Company;

(iii) all expenses incurred by employees of the Advisor relating to any potential investments, and investments and assets held, by the Company including travel, lodging and meals incurred in connection therewith; and

(iv) administrative expenses relating to performance by the Advisor of its duties hereunder other than payments to third parties as provided in Section 7.2.

7.2. Expenses Paid by the Company . The following expenses relating to the operation and management of the Company shall be paid by the Company:

(i) underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and securities exchange or quotation system listing of the Company’s securities;

(ii) fees and expenses paid to members of the Board who are not affiliated with the Advisor, independent advisors, consultants and other agents employed by or on behalf of the Company;

(iii) the cost of borrowed money;

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(iv) third party expenses directly connected with the acquisition, disposition, ownership and operation of real estate interests or other property (including the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, taxes and assessments on real property and all other taxes, utilities, maintenance, repair and improvement of property and expenses for which reimbursement or payment by the Company is provided for under the Property Management Agreements);

(v) third party expenses connected with payments of dividends or interest or distributions in cash or any other form made to beneficiaries of the Company;

(vi) all third party expenses connected with communications to the beneficiaries of the Company including with the proxy solicitation materials and reports to holders of the Trust’s beneficial interests and the Operating Partnership’s limited partners;

(vii) transfer agent’s, registrar’s and indenture trustee’s fees and charges;

(viii) legal, investment banking and external accounting, auditing and tax return preparation fees and expenses;

(ix) directors and officers liability insurance costs;

(x) all expenses in connection with the beneficiaries’ and trustees’ meetings including travel, lodging and meals for Board members, officers and other invitees (including, in each case, representatives, employees and affiliates of the Advisor);

(xi) all expenses associated with real estate industry related conferences (e.g. NAREIT) including travel, lodging and meals; and

(xii) all expenses relating to membership of the Company in any trade or similar association.

ARTICLE VIII

TERM OF AGREEMENT; PAYMENTS UPON TERMINATION, DISPOSITION OR LIQUIDATION

8.1. Term . This Agreement shall become effective as of January 1, 2013 and shall continue in force for a period expiring December 31, 2017 and thereafter shall be automatically renewed for successive one-year periods without action on the part of any party hereto unless terminated in accordance with the provisions of this Agreement.

8.2. Right of Termination . Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated:

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(i) by the Company without Cause upon 60 days prior written notice to the Advisor;

(ii) by the Company with Cause upon one business day prior written notice to the Advisor;

(iii) by the Advisor without Cause upon 120 days prior written notice to the Board;

(iv) by the Advisor with Cause upon one business day prior written notice to the Board; and

(v) by the mutual consent of the Board and the Advisor.

8.3. Fees Payable Upon Termination . (3) Upon Termination:

(i) by (x) the Advisor for any reason other than Cause or (y) the Company for Cause, the Advisor shall not be entitled to receive either the Article 8 Base Fee or the Incentive Termination Fee and shall only be entitled to receive its Base Management Fee and any Incentive Fee accrued to the date of Termination;

(ii) for any reason other than those set forth in clause (i) of this Section 8.3, the Company shall pay to the Advisor in addition to any Base Management Fee and any Incentive Fee accrued to the date of termination, the Article 8 Base Fee and Incentive Termination Fee as provided in Section 8.3(b).

(b) To the extent that the Advisor is entitled to receive the Article 8 Base Fee and/or Incentive Termination Fee pursuant to Section 8.3(a)(ii), the Company shall be obligated to make such payment to the Advisor:

(i) if the Termination coincides with a Disposition, upon such Disposition;

(ii) in all other cases, on the earlier of (x) a subsequent Disposition or (y) the date that is six (6) months after the Termination; provided, however, that notwithstanding the foregoing, the Company shall pay to the Advisor within 30 days of the Termination an amount equal to the Advance Amount, which Advance Amount shall be deemed an advance against the Article 8 Base Fee and the Incentive Termination Fee due hereunder. To the extent that the Advisor receives the Advance Amount and such Advance Amount paid to the Advisor exceeds the ultimate Article 8 Base Fee and Incentive Termination Fee due to the Advisor, the Advisor shall reimburse the Company such excess within five business days of the determination of such Article 8 Base Fee and Incentive Termination Fee.

(c) Any payment of such Article 8 Base Fee and Incentive Termination Fee (other than the Advance Amount) required under this Section 8.3 shall be made in immediately available funds; provided, however, if such payment is made at any time that the Termination does not coincide with a Disposition, the Article 8 Base Fee shall be payable in immediately available funds and the Incentive Termination Fee shall be payable by delivery to the Advisor of a number of Common Shares, which Common Shares shall be freely tradable (subject only to standard securities law restrictions), equal to the Incentive Termination Fee divided by the greater of (x) the closing price for the Common Shares on the date of Termination or (y) $11.05.

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8.4. Fees Payable upon Disposition or Liquidation . In the event that there is a Disposition or a Liquidation and this Agreement is not then terminated, the Company shall pay to the Advisor in addition to any Base Management Fee and any Incentive Fee which may be earned in accordance with the terms of this Agreement, the Article 8 Base Fee in immediately available funds at such time or times as a Dividend is paid with respect to which the Article 8 Base Fee is payable.

8.5. Continued Responsibility . Notwithstanding Termination as provided above, the Advisor agrees to use its commercially reasonable efforts in the performance of its duties under this Agreement until the effective date of the Termination.

8.6. Responsibilities upon Termination . Upon Termination, the Advisor shall forthwith deliver the following to the Company as and in the manner reasonably requested by the Company, as applicable, on the effective date of Termination:

(i) A final accounting reflecting the balance of funds held on behalf of the Company as of the date of Termination;

(ii) All files, records, documents and other property of any kind relating to the Company, including, but not limited to, computer records, contracts, leases, warranties, bank statements, rent rolls, employment records, plans and specifications, inventories, correspondence, tenant records, receipts, paid and unpaid bills or invoices, maintenance records; and

(iii) Agreements to terminate all property management, construction management and other agreements with Affiliates of the Advisor and third parties retained on a subcontracting basis by the Advisor, in each case, with respect to the services to be provided by the Advisor hereunder.

8.7. Survival. The provisions of this Article VIII shall survive the Termination.

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ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1. Notice . Any notice required or permitted under this Agreement shall be in writing and shall be given by being delivered to the following addresses or fax numbers of the parties hereto:

To the Company:

Winthrop Realty Trust

7 Bulfinch Place

Suite 500,P.O. Box 9507

Boston, Massachusetts 02114

Telephone No.: (617) 570-4600

Telecopier No.: (617) 742-4641

Attention: Chair of the Compensation Committee

To the Advisor:

FUR Advisors LLC

Two Jericho Plaza

Wing A, Suite 111

Jericho, New York 11753

Telephone No.: (516) 822-0022

Telecopier No.: (516) 433-2777

Attention: Michael L. Ashner

or to such other address or fax number as may be specified from time to time by such party in writing.

9.2. Entire Agreement; Amendment . This Agreement together with the provisions of the Trust’s Declaration of Trust as in effect from time to time contains the entire agreement of the parties hereto with respect to the subject matter hereof. This Agreement shall not be amended or modified in any respect unless agreed to in writing by the Company and the Advisor.

9.3. Governing Law . This Agreement shall be construed, interpreted and applied in accordance with, and shall be governed by, the laws of the State of New York without reference to principles of conflicts of law.

9.4. Arbitration . Any dispute or controversy between the Advisor or any of its employees or Affiliates and the Company or any of its Affiliates arising in connection with this Agreement, any amendment thereof, or the breach thereof shall be determined and settled by arbitration in New York, New York, by an arbitrator in accordance with the rules of the American Arbitration Association. Any award rendered therein shall be final and binding upon the Company, the Advisor and their Affiliates and their respective legal representatives and judgment may be entered in any court having jurisdiction thereof. The expenses of such arbitration shall be paid by the party against whom the award shall be entered, unless otherwise directed by the arbitrators.

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9.5. Assignment . This Agreement may not be assigned by any party hereto without the prior written consent of the other parties hereto; provided, however, that the Advisor shall be permitted to assign this Agreement or any of its rights hereunder, and delegate any and all of its responsibilities and obligations hereunder, to any of its Affiliates without the consent of the other parties hereto; provided, however, that no such delegation shall release or discharge the Advisor from its responsibilities and obligations hereunder.

9.6. Amendment and Restatement . This Agreement amends and restates in its entirety the Original Agreement.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

	WINTHROP REALTY TRUST

	By:	/s/ Carolyn Tiffany
		Carolyn Tiffany
		President

WRT REALTY, L.P.

By:	Winthrop Realty Trust General Partner

	By:	/s/ Carolyn Tiffany
		Carolyn Tiffany
		President

FUR ADVISORS LLC

By:	FUR Holdings LLC Member

	By:	WEM-FUR Investors LLC Managing Member

		By:	/s/ Michael L. Ashner
			Michael L. Ashner
			Managing Member

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Schedule A

ARTICLE 8 BASE FEE CALCULATION EXAMPLES

Example 1

Assumptions:

Hurdle at Termination, Liquidation or Disposition	$	500,000,000
Net Asset Value (for use in case of Termination only)	$	600,000,000
Dividends paid on Disposition or Liquidation	$	600,000,000
Prior 12 months Base Management Fee	$	12,000,000

If a Termination

Article 8 Base Fee would equal $12,000,000 which is the lesser of prior 12 months Base Management Fee ($12,000,000) and $40,996,093.60 which is calculated as follows:

20% x ($600,000,000-($500,000,000-$104,980,468)) = $40,996,093.60

and Advisor would receive an Incentive Termination Fee equal to $20,000,000 which is calculated as follows:

20% x ($600,000,000-$500,000,000) = $20,000,000

If a Liquidation or Disposition

Article 8 Base Fee would be same as in case of Termination and Advisor would receive an Incentive Fee when Dividends are paid equal to 20% of all Dividends in excess of Hurdle ($500,000,000).

Schedule A-1

Example 2

Assumptions:

Hurdle at Termination, Liquidation or Disposition	$	500,000,000
Net Asset Value (for use in case of Termination only)	$	450,000,000
Dividends paid on Disposition or Liquidation	$	450,000,000
Prior 12 months Base Management Fee	$	12,000,000

If a Termination

Article 8 Base Fee would equal $10,996,093.60 which is the lesser of prior 12 months Base Management Fee ($12,000,000) and $10,996,093.60 which is calculated as follows:

20% x ($450,000,000-($500,000,000-$104,980,468)) = $10,996,093.60

and Advisor would not receive any Incentive Termination Fee as the Net Asset Value is not sufficient to reduce the Hurdle to below zero.

If a Liquidation or Disposition

Article 8 Base Fee would be same as in case of Termination and Advisor would also not receive an Incentive Fee as the Dividends are not sufficient to reduce the Hurdle to below zero.

Schedule A-2

Example 3

Assumptions:

Hurdle at Termination, Liquidation or Disposition	$	100,000,000
Net Asset Value (for use in case of Termination only)	$	25,000,000
Dividends paid on Disposition or Liquidation	$	25,000,000
Prior 12 months Base Management Fee	$	7,500,000

If a Termination

Article 8 Base Fee would equal $5,996,093.60 which is the lesser of prior 12 months Base Management Fee ($7,500,000) and $5,996,093.60 which is calculated as follows:

20% x ($25,000,000-($100,000,000-$104,980,468)) = $5,996,093.60

and Advisor would not receive any Incentive Termination Fee as the Net Asset Value is not sufficient to reduce the Hurdle to below zero.

If a Liquidation or Disposition

Article 8 Base Fee would be same as in case of Termination and Advisor would also not receive an Incentive Fee as the Dividends are not sufficient to reduce the Hurdle to below zero.

Schedule A-3

Example 4

Assumptions:

Hurdle at Termination, Liquidation or Disposition	$	50,000,000
Net Asset Value (for use in case of Termination only)	$	25,000,000
Dividends paid on Disposition or Liquidation	$	25,000,000
Prior 12 months Base Management Fee	$	7,500,000

If a Termination

Article 8 Base Fee would equal $7,500,000 which is the lesser of prior 12 months Base Management Fee ($7,500,000) and $15,996,093.60 which is calculated as follows:

20% x ($25,000,000-($50,000,000-$104,980,468)) = $15,996,093.60

and Advisor would not receive any Incentive Termination Fee as the Net Asset Value is not sufficient to reduce the Hurdle to below zero.

If a Liquidation or Disposition

Article 8 Base Fee would be same as in case of Termination and Advisor would also not receive an Incentive Fee as the Dividends are not sufficient to reduce the Hurdle to below zero.

Schedule A-4

CALCULATIONS FOR EXAMPLES 1-4

	Example1		Example2		Example3			Example4
Hurdle	$	500,000,000.00	$	500,000,000.00	$	100,000,000.00		$	50,000,000.00
Net Asset Value/Dividends	$	600,000,000.00	$	450,000,000.00	$	25,000,000.00		$	25,000,000.00

Hurdle less 104,980,468	$	395,019,532.00	$	395,019,532.00	$	(4,980,468.00	)	$	(54,980,468.00	)

20% of (i) Net Asset Value/Dividends less Hurdle less 104,980,468	$	40,996,093.60	$	10,996,093.60	$	5,996,093.60		$	15,996,093.60

Prior 12 Months Base Management Fee	$	12,000,000.00	$	12,000,000.00	$	7,500,000.00		$	7,500,000.00

Article 8 Base Management Fee(1)	$	12,000,000.00	$	10,996,093.60	$	5,996,093.60		$	7,500,000.00

Schedule A-5

EXCLUSIVITY SERVICES AGREEMENT

AMENDMENT NO. 2 TO EXCLUSIVITY SERVICES AGREEMENT, dated February 1, 2013 but effective as of January 1, 2013 (this “Amendment”), between WINTHROP REALTY TRUST (f/k/a First Union Real Estate Equity And Mortgage Investments), an Ohio business trust (the “Company”) and MICHAEL L. ASHNER (“Ashner”), an individual.

WHEREAS, pursuant to that certain Exclusivity Services Agreement, dated December 31, 2003, between the Company and Ashner, as amended by Amendment No. 1 to Exclusivity Services Agreement, dated as of October 27, 2005, between the Company and Ashner (as amended, the “Exclusivity Agreement”), Ashner agreed to offer to the Company all Business Opportunities offered to or generated by Ashner during the term of the Agreement;

WHEREAS, the parties desire to amend the Agreement as hereinafter provided;

NOW THEREFORE, in consideration of the foregoing and mutual provisions and agreements contained herein, the parties hereto agree as follows:

1. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Exclusivity Agreement.

2. The Exclusivity Agreement is hereby amended as follows:

a. By adding “Subject to Section 1.3 hereof” at the beginning of Section 1.1.

b. By adding the following as Section 1.3 thereto:

“1.3 ROFR . (a) In the case of a Liquidation (as defined in the Advisory Agreement) from and after the later of: (a) two years from the announcement of such Liquidation by the Company; or (b) the date on which the Company has paid aggregate dividends sufficient to reduce the Hurdle (as defined in the Advisory Agreement) to $104,980,468, in lieu of the obligations set forth in Section 1.1 hereof, Ashner, unless and until the Advisory Agreement has been terminated by the Company without Cause (as defined in the Advisory Agreement) with respect to the Advisor, or by the Advisor for Cause with respect to the Company, shall instead be obligated solely to offer to the Company a right of first refusal with respect to any Business Opportunity in accordance with the provisions of this Section 1.3.

(b) At such time as Ashner has a Business Opportunity, Ashner shall provide written notice (the “ROFR Notice”) to the Board of Trustees (the “Board”) of the Company containing a description of the Business Opportunity and all of the material terms and conditions relating to the Business Opportunity reasonably required to make an informed decision by the Company.

(c) Upon receipt of a ROFR Notice, the Company shall have the option (the “ ROFR Option”), to be exercised by written notice to Ashner within 15 Business Days after the Board’s receipt of the ROFR Notice, to elect to acquire or invest in all or any part of the applicable Business Opportunity on the terms and conditions no less favorable to the Company than those set forth in the ROFR Notice. If the Company fails to (i) timely exercise its ROFR Option or (ii) timely elects to exercise its ROFR Option but fails to consummate the Business Opportunity on terms no less favorable to the Company than those set forth in the ROFR Notice (the date on which either (i) or (ii) occurs, the “ROFR Release Date”) , then, subject to the proviso below, Ashner shall have the right to acquire or invest in the Business Opportunity or offer the Business Opportunity to any third party on terms and conditions no more favorable to Ashner than those set forth in the ROFR Notice; provided , however , that (i) if Ashner does not consummate the transaction with respect to the Business Opportunity within 120 days following the ROFR Release Date, or if Ashner elects to consummate the transaction with respect to the Business Opportunity on terms that are more favorable to Ashner than the terms and conditions set forth in the ROFR Notice in any material respect, then the Company shall again have a ROFR Option with respect to such Business Opportunity (on the modified terms) in accordance with this Section 1.3.

c. By deleting Section 2.1 thereof in its entirety and inserting the following in lieu thereof:

Section 2.1 Termination . Ashner shall have the continuing right, but not the obligation, to terminate this Agreement from and after the date that the Third Amended and Restated Advisory Agreement (as the same may be amended, the “Advisory Agreement”) between the Company and FUR Advisors LLC (the “Advisor”) is terminated by the Company without Cause with respect to the Advisor, or by the Advisor for Cause with respect to the Company.

3. Miscellaneous . (a) Except as modified hereby, the Exclusivity Agreement shall remain in full force and effect and the provisions thereof are hereby ratified and confirmed.

(b) All references in the Exclusivity Agreement to “this Agreement”, “hereunder”, “hereto” or similar references, and all references in all other documents to the Exclusivity Agreement shall hereinafter be deemed references to the Exclusivity Agreement as amended hereby.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

	WINTHROP REALTY TRUST

	By:	/s/ Carolyn Tiffany
		Carolyn Tiffany
		President

		/s/ Michael L. Ashner
		Michael L. Ashner

AMENDMENT NO. 1 TO COVENANT AGREEMENT, dated February 1, 2013 but effective as of January 1, 2013 (this “Amendment”), between WINTHROP REALTY TRUST (f/k/a First Union Real Estate Equity And Mortgage Investments), an Ohio business trust (the “Company”) and FUR INVESTORS LLC, a Delaware limited liability company (“FUR”), an individual.

WHEREAS, the Company and FUR are party to that certain Covenant Agreement, dated December 31, 2003, between the Company and FUR (the “Covenant Agreement”);

WHEREAS, the parties desire to amend the Agreement as hereinafter provided;

NOW THEREFORE, in consideration of the foregoing and mutual provisions and agreements contained herein, the parties hereto agree as follows:

1. The Covenant Agreement is hereby amended by deleting Section 4.1 thereof in its entirety and inserting the following in lieu thereof:

Section 4.1 Termination . FUR shall have the continuing right, but not the obligation, to terminate this Agreement from and after the date that the Third Amended and Restated Advisory Agreement (as the same may be amended, the “Advisory Agreement”) between the Company and FUR Advisors LLC (the “Advisor”) is terminated by the Company without Cause (as defined in the Advisory Agreement) with respect to the Advisor or by the Advisor for Cause with respect to the Company.

2. Miscellaneous . (a) Except as modified hereby, the Covenant Agreement shall remain in full force and effect and the provisions thereof are hereby ratified and confirmed.

(b) All references in the Covenant Agreement to “this Agreement”, “hereunder”, “hereto” or similar references, and all references in all other documents to the Covenant Agreement shall hereinafter be deemed references to the Covenant Agreement as amended hereby.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

	WINTHROP REALTY TRUST

	By:	/s/ Carolyn Tiffany
		Carolyn Tiffany
		President

	FUR INVESTORS LLC

		/s/Michael L. Ashner
		Michael L. Ashner
		Manager

RESTRICTED SHARE AWARD AGREEMENT

WINTHROP REALTY TRUST

2007 LONG TERM INCENTIVE PLAN

THIS RESTRICTED SHARE AWARD AGREEMENT (this “ Agreement ”) is made by and between Winthrop Realty Trust (the “ Company ”) and Michael Ashner (the “ Participant ”) dated February 1, 2013 (the “ Grant Date ”).

WHEREAS, the Company maintains the Winthrop Realty Trust 2007 Long Term Incentive Plan (the “ Plan ”), which Plan permits the grant of Restricted Shares;

WHEREAS, FUR Advisors LLC (the “ Advisor ”) manages the Company pursuant to the terms of that certain Third Amended and Restated Advisory Agreement by and among the Company, WRT Realty, L.P. and the Advisor dated as of February 1, 2013 (the “ Advisory Agreement ”);

WHEREAS, the Participant is in service with the Advisor in a position of responsibility and in that capacity performs substantial services for the benefit of the Company; and

WHEREAS, to align the Participant’s financial interests with those of the Company’s shareholders, the Board has approved this Award.

NOW, THEREFORE, in consideration of these premises and the agreements set forth herein, the parties, intending to be legally bound hereby, agree as follows:

1. Award of Restricted Shares . Pursuant to the Plan, the Company hereby awards to the Participant 66,667 Restricted Shares, subject to the restrictions and on the terms and conditions set forth in this Agreement (the “ Awarded Shares ”). The terms of the Plan are hereby incorporated into this Agreement by this reference, as though fully set forth herein. Except as otherwise provided herein, capitalized terms herein will have the same meaning as defined in the Plan.

2. Vesting of Awarded Shares . The Awarded Shares are subject to forfeiture to the Company until they become vested in accordance with this Section 2. While subject to forfeiture, the Awarded Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law.

(a) Vesting Based on Continued Service . 100% of the Awarded Shares will become vested on December 31, 2017, provided the Participant remains in continuous service with the Advisor through that date.

(b) Acceleration of Vesting .

i. Change in Control . Upon a Change in Control, any Awarded Shares that then remain subject to forfeiture will become vested, provided that the Participant remains in continuous service with the Advisor through the closing of that Change in Control. For purposes of this Agreement, “ Change in Control ” means the occurrence of any of the following, in one transaction or a series of related transactions: (1) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becoming a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the voting power of the Company’s then outstanding securities; (2) a consolidation, equity exchange, reorganization or merger of the Company resulting in the equity holders of the Company immediately prior to such event not owning at least a majority of the voting power of the resulting entity’s securities outstanding immediately following such event; (3) the sale or other disposition of all or substantially all the assets of the Company; or (4) a dissolution of the Company.

ii. Certain Terminations of the Advisory Agreement . If the Advisory Agreement is terminated by the Company for any reason other than Cause (as defined in the Advisory Agreement with respect to the Advisor), or if the Advisory Agreement is terminated by the Advisor for Cause (as defined in the Advisory Agreement with respect to the Company), any Awarded Shares that then remain subject to forfeiture will become vested.

iii. Cessation of Service due to Death or Disability . Upon a cessation of the Participant’s service with the Advisor due to his or her death or Disability (within the meaning of Treas. Reg. § 1.409A-3(i)(4)(i)(A)), any Awarded Shares that then remain subject to forfeiture will become vested.

i. Cessation of Service with Advisor . Except as set forth in Section 2(b)(iii), upon any cessation of the Participant’s service with the Advisor (whether initiated by the Advisor, Participant or otherwise), any Awarded Shares which then remain forfeitable will immediately and automatically be forfeited to the Company and the Participant will have no further rights with respect to those shares.

For purposes of this Agreement, the Participant will be deemed to have experienced a cessation of service with the Advisor on the date that such Participant ceases to spend substantially all of his or her business time with respect to the Company.

ii. Certain Terminations of the Advisory Agreement . If the Company terminates the Advisory Agreement for Cause (as defined in the Advisory Agreement with respect to the Advisor), or if the Advisory Agreement is terminated by the Advisor for any reason other than Cause (as defined in the Advisory Agreement with respect to the Company), any Awarded Shares that then remain subject to forfeiture will immediately and automatically be forfeited to the Company and the Participant will have no further rights with respect to those shares.

3. Issuance of Shares.

(a) The Company will cause the Awarded Shares to be issued in the Participant’s name either by book-entry registration or by issuance of a stock certificate or certificates.

(b) While the Awarded Shares remain forfeitable, the Company will cause an appropriate stop-transfer order to be issued and to remain in effect with respect to the Awarded Shares. As soon as practicable following the time that any Restricted Share becomes vested (and provided that appropriate arrangements have been made with the Company or the Advisor for the withholding or payment of any taxes that may be due with respect to such shares), the Company will cause that stop-transfer order to be removed. The Company may also condition delivery of certificates for Awarded Shares upon receipt from the Participant of any undertakings that it may determine are appropriate to facilitate compliance with federal and state securities laws.

(c) If any certificate is issued in respect of Awarded Shares, that certificate will be legended and held in escrow by the Company’s secretary or his or her designee. In addition, the Participant may be required to execute and deliver to the Company a stock power with respect to those Awarded Shares. At such time as those Awarded Shares become vested, the Company will cause a new certificate to be issued without that portion of the legend referencing the previously applicable forfeiture conditions and will cause that new certificate to be delivered to the Participant (again, provided that appropriate arrangements have been made with the Company or the Advisor for the withholding or payment of any taxes that may be due with respect to such Shares).

4. Substitute Property . If, while any of the Awarded Shares remain subject to forfeiture, there occurs a merger, reclassification, recapitalization, stock split, stock dividend or other similar event or transaction resulting in new, substituted or additional securities being issued or delivered to the Participant by reason of the Participant’s ownership of the Awarded Shares, such securities will constitute “ Awarded Shares ” for all purposes of this Agreement and any certificate issued to evidence such securities will immediately be deposited with the secretary of the Company (or his or her designee) and subject to the escrow described in Section 3, above.

5. Voting Proxy During Restricted Period . The Participant hereby irrevocably appoints the secretary of the Company (or his or her designee) as his or her attorney and proxy, with full power of substitution and resubstitution, to exercise all voting rights with respect to the Awarded Shares while those shares remain forfeitable.

6. Dividends . The Participant will be entitled to receive cash dividends with respect to the Awarded Shares solely in the manner as described in this Section 6.

(a) If a cash dividend is paid in respect of Common Shares from and after January 1, 2013, while such Awarded Shares remain subject to forfeiture the Participant will only be entitled to receive a portion of that dividend, which portion will be equal to (i) five percent, multiplied by (ii) the number of full calendar quarters that have transpired between January 1, 2013 and the applicable dividend payment date, less any required tax withholding. The portion of any cash dividend not paid to the Participant in accordance with the preceding sentence and not required to be withheld for taxes will be paid into the escrow described below in Section 6(b).

(b) The portion of any cash dividend subject to escrow pursuant to Section 6(a), above, will be deposited into escrow with the secretary of the Company (or his or her designee) and will be delivered to the Participant, less any required tax withholding, only if and when the Awarded Shares become vested. If the Awarded Shares are forfeited, the contents of the escrow will revert to the Company. Pending distribution, the assets of the escrow will be invested by the escrow agent in a money market fund or similar investment selected by the escrow agent, in his or her sole discretion, and reasonably satisfactory to the Advisor. Gains realized or interest paid on such investments during any calendar quarter, less any required tax withholding, will be paid to the Participant within 30 days following the end of that quarter, provided the Awarded Shares were not forfeited prior to the end of that quarter.

7. Securities Laws . The Board may from time to time impose any conditions on the Awarded Shares as it deems necessary or advisable to ensure that the Awarded Shares are issued and sold in compliance with the requirements of any stock exchange or quotation system upon which the shares are then listed or quoted, the Securities Act of 1933 and all other applicable laws.

8. Tax Consequences .

(a) The Participant acknowledges that the Company has not advised the Participant regarding the tax treatment of this Award. The Participant has had the opportunity to review with his or her own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

(b) If the Participant makes an election under Section 83(b) of the Code with respect to the grant of the Awarded Shares, the Participant agrees to notify the Company in writing on the day of such election. The amount includible in the Participant’s income as a result of that election will be subject to tax withholding. The Participant will be required to remit to the Company in cash, or make other arrangements reasonably satisfactory to the Company for the satisfaction of, such tax withholding amount; failure to do so within three business days of making the Section 83(b) election will result in forfeiture of all the Awarded Shares.

9. No Right to Continued Service . Without limiting the generality of Section 11 of the Plan, the grant of Awarded Shares hereunder will not confer upon the Participant any right to continue in service with the Advisor and the Company will have no obligation or liability to Participant in connection with any cessation of Participant’s service with the Advisor.

10. The Plan . This Award is subject to, and the Participant agrees to be bound by, all of the terms and conditions of the Plan, a copy of which has been provided to the Participant. Pursuant to the Plan, the Committee is authorized to adopt rules and regulations not inconsistent with the Plan as it shall deem appropriate and proper. All questions of interpretation and application of the Plan shall be determined by the Committee and any such determination shall be final, binding and conclusive.

11. Consent to Electronic Delivery . The Participant hereby authorizes the Company to deliver electronically any prospectuses or other documentation related to this Agreement, the Plan and any other compensation or benefit plan or arrangement in effect from time to time (including, without limitation, reports, proxy statements or other documents that are required to be delivered to participants in such plans or arrangements pursuant to federal or state laws, rules or regulations). For this purpose, electronic delivery will include, without limitation, delivery by means of e-mail. Upon written request, the Company will provide to the Participant a paper copy of any document also delivered to the Participant electronically. The authorization described in this paragraph may be revoked by the Participant at any time by written notice to the Company.

12. Entire Agreement . This Agreement, together with the Plan, represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature.

13. Governing Law; Waiver of Jury Trial . This Agreement will be construed in accordance with the laws of the State of New York, without regard to the application of the principles of conflicts of laws. No suit, action or proceeding with respect to this Agreement may be brought in any court or before any similar authority other than in a court of competent jurisdiction in the State of New York and the parties hereby submit to the exclusive jurisdiction of such courts for the purpose of such suit, proceeding or judgment. Each of the parties hereto hereby irrevocably waives any right which it may have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority and agreed not to claim or plead the same. Each of the parties hereto hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein.

14. Amendment . This Agreement may only be amended by a writing signed by each of the parties hereto.

15. Execution . This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which will be deemed an original, and all of which together shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, the Company’s duly authorized representative and the Participant have each executed this Restricted Share Award Agreement on the respective date below indicated.

WINTHROP REALTY TRUST

By:	/s/ Carolyn Tiffany
Name:	Carolyn Tiffany
Title:	President
Date:	February 1, 2013


MICHAEL ASHNER

Signature:	/s/ Michael L. Ashner
Date: February 1, 2013

RESTRICTED SHARE AWARD AGREEMENT

WINTHROP REALTY TRUST

2007 LONG TERM INCENTIVE PLAN

THIS RESTRICTED SHARE AWARD AGREEMENT (this “ Agreement ”) is made by and between Winthrop Realty Trust (the “ Company ”) and Carolyn Tiffany (the “ Participant ”) effective February, 2013 (the “ Grant Date ”).

WHEREAS, the Company maintains the Winthrop Realty Trust 2007 Long Term Incentive Plan (the “ Plan ”), which Plan permits the grant of Restricted Shares;

WHEREAS, the Participant is in service with the Advisor in a position of responsibility and in that capacity performs substantial services for the benefit of the Company; and

WHEREAS, to align the Participant’s financial interests with those of the Company’s shareholders, the Board has approved this Award.

NOW, THEREFORE, in consideration of these premises and the agreements set forth herein, the parties, intending to be legally bound hereby, agree as follows:

1. Award of Restricted Shares . Pursuant to the Plan, the Company hereby awards to the Participant 33,333 Restricted Shares, subject to the restrictions and on the terms and conditions set forth in this Agreement (the “ Awarded Shares ”). The terms of the Plan are hereby incorporated into this Agreement by this reference, as though fully set forth herein. Except as otherwise provided herein, capitalized terms herein will have the same meaning as defined in the Plan.

(a) Vesting Based on Continued Service . 100% of the Awarded Shares will become vested on December 31, 2017, provided the Participant remains in continuous service with the Advisor through that date.

(b) Acceleration of Vesting .

3. Issuance of Shares.

(a) The Company will cause the Awarded Shares to be issued in the Participant’s name either by book-entry registration or by issuance of a stock certificate or certificates.

6. Dividends . The Participant will be entitled to receive cash dividends with respect to the Awarded Shares solely in the manner as described in this Section 6.

8. Tax Consequences .

14. Amendment . This Agreement may only be amended by a writing signed by each of the parties hereto.

IN WITNESS WHEREOF, the Company’s duly authorized representative and the Participant have each executed this Restricted Share Award Agreement on the respective date below indicated.

WINTHROP REALTY TRUST

By:	/s/ Michael L. Ashner
Name:	Michael L. Ashner
Title:	Chairman and Chief Executive Officer
Date:	February 1, 2013


CAROLYN TIFFANY

Signature:	/s/ Carolyn Tiffany
Date: February 1, 2013