

1.Date:	Thursday, May 14, 2015

Time:	8:30 a.m., Eastern Time

Place:	1775 Eye Street, N.W., Suite 1000, Washington, D.C. 20006

Record Date:	The trustees have fixed the close of business on March 16, 2015, as the record date for determining holders of shares entitled to notice of and to vote at the Annual Meeting or at any postponement or adjournment thereof.

Items of Business:	1. To elect three trustees to serve until the annual meeting of shareholders in ~~2016~~2018 and until their successors are duly elected and qualify;


2.	~~To consider and vote upon ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2013;~~


3.	To consider and vote on a non-binding, advisory basis upon the compensation of the named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K; 3. To consider and


vote upon ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2015; and 4.	To transact such other business as may properly come before the meeting.

~~The trustees have fixed the close of business on~~ ~~March 15, 2013, as the record date for determining holders of shares entitled to notice of and to vote at the Annual Meeting.~~

~~Our Annual Report, Proxy Statement and a Proxy Card accompany this Notice.~~

Proxy Voting:You are requested, whether or not you plan to be present at the Annual Meeting, to sign and promptly return the Proxy Card. Alternatively, you may authorize a proxy to vote by telephone or the Internet, if you prefer. To do so, you should follow the instructions on the Proxy Card.

Regardless of the number of shares you hold, as a shareholder your role is very important, and the Board of Trustees strongly encourages you to exercise your right to vote. Pursuant to the U.S. Securities and Exchange Commission’s “notice and access” rules, our Proxy Statement and 2014 Annual Report to Shareholders are available online at www.edocumentview.com/wre.



By order of the Board of Trustees:

/s/ ~~Laura M. Franklin~~Thomas C. Morey
~~Laura M. Franklin~~Thomas C. Morey
Corporate Secretary
Washington, D.C.
March 25, 2015

~~TABLE OF CONTENTS~~



		~~Page~~TABLE OF CONTENTS
~~Proxy Statement~~
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	1
~~General~~ PROPOSAL 1: ELECTION OF TRUSTEES	15
Description of Proposal	5
Voting Matters	15

~~Board of Trustees and Management~~	2
~~Board and Committee Matters~~	2
~~Trustee Compensation~~Recommendation	5
~~Trustee Background~~CORPORATE GOVERNANCE AND BOARD MATTERS	6
~~Management Background~~Board Composition	116
~~Ownership of Common Shares by~~ Trustees ~~and Executive Officers~~	6
Board Governance	12
~~Ownership of Common Shares by Certain Beneficial Owners~~Committee Governance	13
Trustee Nominee Consideration	15
~~Executive Compensation~~Other Governance Matters	1416
Trustee Compensation	17
Officers	19
PRINCIPAL AND MANAGEMENT SHAREHOLDERS	21
Trustee and Executive Officer Ownership	21
5% Shareholder Ownership	22
PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION	23
Description of Proposal	23
Voting Matters	23
Recommendation	23
COMPENSATION DISCUSSION AND ANALYSIS	24
CD&A Executive Summary	24
Say On Pay Results and Consideration	25
Compensation ~~Discussion~~Objectives and Components	25
Role of Compensation Consultant and Peer Group Analysis	1426
~~Compensation Tables~~ Role of Executives	26
Base Salary	27
Short-Term Incentive Plan (STIP)	27
Long-Term Incentive Plan (LTIP)	31
Other Executive Compensation Components	34
Policies Applicable to Executives	39
Tax Deductibility of Executive Compensation	41
Compensation Committee Matters	41
Compensation Consultant Matters	41
Compensation Policies and Risk Management	42
Compensation Committee Interlocks and Insider Participation	43
Compensation Committee Report	43



COMPENSATION TABLES	44
Summary Compensation Table	44
Total Direct Compensation Table	46
Grants of Plan-Based Awards	47
Outstanding Equity Awards at Fiscal Year-End	48
2014 Option Exercises and Stock Vested	49
Non-Qualified Deferred Compensation	49
Supplemental Executive Retirement Plan	50
Potential Payments upon Change in Control	3250
~~Compensation Policies and Risk Management~~ PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	3252
~~Compensation Committee Interlocks and Insider Participation~~ Description of Proposal	3352
Voting Matters	52
~~Audit Committee Matters~~ Recommendation	3452
ACCOUNTING/AUDIT COMMITTEE MATTERS	53
Principal Accounting Firm Fees	53
Pre-Approval Policies and Procedures	53
Audit Committee Report	3453
~~Principal Accounting Firm Fees~~ OTHER MATTERS	3455
~~Pre-Approval Policies and Procedures~~ Solicitation of Proxies	3555

~~Proposal 1: Election~~Shareholder Proposals for Our 2016 Annual Meeting of ~~Trustees~~Shareholders	36
~~Description of Proposal~~	36
~~Voting Matters~~	36

~~Proposal 2: Ratification of Auditor~~	37
~~Description of Proposal~~	37
~~Voting Matters~~	37

~~Proposal 3: Executive Compensation Advisory Vote~~	38
~~Description of Proposal~~	38
~~Voting Matters~~	38

~~Other Matters~~	3955
Section 16(a) Beneficial Ownership Reporting Compliance	3955
Annual Report	39
~~Code of Ethics~~	39
~~Corporate Governance Guidelines~~	39
~~Solicitation of Proxies~~	39
~~Householding of Annual Meeting Materials~~	39
~~2014 Annual Meeting~~	3955

~~WASHINGTON REAL ESTATE INVESTMENT TRUST~~

~~6110 Executive Boulevard, Suite 800~~

~~Rockville, Maryland 20852~~



	1775 Eye Street, N.W. Suite 1000 Washington, D.C. 20006 202-774-3200 www.washreit.com

~~PROXY STATEMENT~~March 25, 2015

PROXY STATEMENT

~~General~~QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why am I receiving this Proxy Statement?

This Proxy Statement is furnished by the Board of Trustees (the “Board”) of Washington Real Estate Investment Trust, a Maryland real estate investment trust (“~~WRIT,~~Washington REIT,” “we” or “us”), in connection with its solicitation of proxies for exercise at the 2015 Annual Meeting of Shareholders to be held on May 14, 2015, ~~May 16, 2013~~at 8:30 a.m., Eastern Time, at 1775 Eye Street, N.W., Suite 1000, Washington, D.C. 20006,, and at any and all postponements or adjournments ~~thereof.~~thereof (the "Annual Meeting"). On or about March ~~29, 2013~~,25, 2015, we mailed a Shareholder Meeting Notice ~~(including~~together with an Important Notice Regarding the Availability of Proxy ~~Materials)~~Materials (the "Proxy Availability Notice") to shareholders of record as of the close of business on March ~~15, 2013.~~16, 2015 (the “Record Date”). This Proxy Statement, the form of Proxy Card and our 2014 Annual Report (the “Annual Report”) are first being furnished to shareholders on or about March 25, 2015.

The mailing address of our principal executive offices is 1775 Eye Street N.W., Suite 1000, Washington, D.C. 20006. We maintain a website at ~~March 29, 2013~~www.washreit.com. Information on or accessible through our website is not and should not be considered part of this Proxy Statement.

~~Voting Matters~~

~~All properly executed proxies~~You should rely only on the information provided in this Proxy Statement. No person is authorized to give any information or to make any representation not contained in this Proxy Statement, and, if given or made, you should not rely on that information or representation as having been authorized by us. You should not assume that the information in this Proxy Statement is accurate as of any date other than the date of this Proxy Statement or, where information relates to another date set forth in this Proxy Statement, then as of that date.

Why didn't I automatically receive a paper copy of the Proxy Card and Annual Report?

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials via the Internet. Accordingly, rather than paper copies of all of our proxy materials, we sent the Shareholder Meeting Notice and Proxy Availability Notice to our shareholders.

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will be ~~voted~~asked to vote upon the matters set forth in ~~accordance with~~ the ~~instructions contained therein. If no instructions are specified, proxies will be voted FOR~~accompanying notice of annual meeting, including the election of ~~the trustee nominees listed~~trustees, an advisory resolution on ~~the Proxy Card, FOR~~named executive officer compensation, the ratification of the appointment of ~~Ernst & Young LLP as~~ our independent registered public accounting firm ~~for 2013~~ and ~~FOR approval of the compensation of our named executive officers~~such other business as ~~disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K. All proxies will be voted in the discretion of the proxy holders on any other matter to~~may properly come before the meeting ~~unless otherwise instructed~~and at any postponement or adjournment thereof.

May I attend the meeting?

All shareholders of record of common shares at the close of business on the Record Date, or their designated proxies, are authorized to attend the Annual Meeting. Each shareholder and proxy will be asked to present a valid government-issued photo identification, such as a driver’s license or passport, before being admitted. If you are not a shareholder of record but you hold your shares in “street name” (i.e., your shares are held in an account maintained by a bank, broker or other nominee), then you should provide proof of beneficial ownership on the ~~Proxy Card.~~Record Date, such as your most recent account statement, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership.

Who is entitled to vote at the Annual Meeting?

The close of business on March 16, 2015 has been fixed as the Record Date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting. Our voting securities consist of common shares of beneficial interest, $0.01 par value per share (“common shares”), of which 68,123,815 common shares were outstanding at the close of business on the Record Date. Washington REIT has no other outstanding voting security. Each common share outstanding as of the close of business on the Record Date will be entitled to one vote on each matter properly submitted at the Annual Meeting.

What constitutes a quorum?

The presence, in person or by proxy, of shareholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum at the Annual Meeting. Shareholders do not have cumulative voting rights. Abstentions and broker non-votes, if any, are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting. A broker non-vote occurs when a broker holding shares for a beneficial owner does not authorize a proxy to cast a vote with respect to a particular proposal because the broker does not have discretionary voting power with respect to that matter and has not received voting instructions from the beneficial owner. If that happens, the broker may vote those shares only on matters deemed "routine" by the New York Stock Exchange (the "NYSE"), the exchange on which our common shares are listed. On non-routine matters, nominees holding shares for a beneficial owner cannot vote without instructions from the beneficial owner, resulting in a so-called "broker non-vote."

Proposal 3 (Ratification of Ernst & Young LLP) is the only proposal that is considered "routine" under the NYSE rules. Accordingly, no broker non-votes will arise in the context of voting for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2015, and the broker is permitted to vote your shares on such ratification even if the broker does not receive voting instructions from you. The treatment of abstentions and broker non-votes and the vote required to approve each proposal are set forth under ~~each proposal below under~~ the caption “Voting ~~Matters.~~Matters” under each proposal below.

How do I vote?

Voting by Proxy for Shares Registered Directly in the Name of the Shareholder

If you are a “registered shareholder” and hold your common shares in your own name as a holder of record with our transfer agent, Computershare Trust Company, N.A., you may instruct the proxy holders named in the Proxy Card how to vote your common shares in one of the following ways:

Vote by Internet. You may vote via the Internet by following the instructions provided on your Proxy Card. The website for Internet voting is printed on your Proxy Card. Internet voting is available 24 hours per day until 11:59 p.m., Eastern Time on May 13, 2015. To vote online, you will be asked to enter your control number(s) to ensure the security of your

vote. You will find your control number on your Proxy Card received with your Proxy Statement.If you vote by Internet, you do not need to return your Proxy Card.

Vote by Telephone.You also have the option to vote by telephone by calling the toll-free number listed on your Proxy Card. Telephone voting is available 24 hours per day until 11:59 p.m., Eastern Time, on May 13, 2015. When you call, please have your Proxy Card in hand. You will receive a series of voice instructions that will allow you to vote your common shares. You will also be given the opportunity to confirm that your instructions have been properly recorded. If you vote by telephone, you do not need to return your Proxy Card.

Vote by Mail.If you received printed materials, and would like to vote by mail, then please mark, sign and date your Proxy Card and return it promptly to our transfer agent, Computershare Trust Company, N.A., in the postage-paid envelope provided. If you did not receive printed materials and would like to vote by mail, you must request printed copies of the proxy materials by following the instructions on the Proxy Availability Notice.

Voting by Proxy for Shares held in “Street Name”

If your common shares are held in “street name” (i.e., through a broker, bank or other nominee), then you will receive instructions from your broker, bank or other nominee that you must follow in order to have your common shares voted. The materials from your broker, bank or other nominee will include a Voting Instruction Form or other document by which you can instruct your broker, bank or other nominee how to vote your common shares.

What am I being asked to vote on?

You are being asked to consider and vote on the following proposals:

Proposal 1 (Election of Trustees) – page 5below:The election of three trustees to serve until the annual meeting of shareholders in 2018 and until their successors have been duly elected and qualify.

Proposal 2 (Advisory Vote on Executive Compensation) – page 23below:To consider and vote on a non-binding, advisory basis upon the compensation of the named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K.

Proposal 3 (Ratification of the appointment of Ernst & Young LLP) – page 52below:The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2015.

We are not currently aware of any other matter to be presented at the Annual Meeting other than those described in this Proxy Statement. If any other matter not described in the Proxy Statement is properly presented at the Annual Meeting, any proxies received by us will be voted in the discretion of the proxy holders.

What are the Board’s voting recommendations?

The Board recommends that you vote as follows: FOR the election of the trustee nominees listed on the Proxy Card, FOR approval of the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K and FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2015. All properly executed proxies will be voted in accordance with the instructions contained therein. If no instructions are specified, proxies will be voted in accordance with the Board's recommendations above. All proxies will be voted in the discretion of the proxy holders on any other matter to come before the meeting, unless otherwise instructed on the Proxy Card.

What is householding?

If you and other residents at your mailing address own common shares in street name, your broker, bank or other nominee may have sent you a notice that your household will receive only one Annual Report, Notice of Annual Meeting and/or Proxy Statement. This procedure, known as “householding,” is intended to reduce the volume of duplicate information shareholders receive and also reduce our printing and postage costs. If you wish to request extra copies, we will promptly deliver a separate copy of such documents to shareholders who write or call us at the following address or telephone number: Washington Real Estate Investment Trust, 1775 Eye Street, N.W. Suite 1000, Washington, D.C. 20006, Attention: Investor Relations; telephone 202-774-3200. Shareholders wishing to receive separate copies of our Proxy Statement and Annual Report in the future, or shareholders currently receiving multiple copies of the Proxy Statement and Annual Report at their address who would prefer that only a single copy of each be delivered there, should contact their bank, broker or other nominee record holder.

Can I change my vote after I have voted?

You may revoke your proxy at any time prior to its exercise at the Annual Meeting by (1) submitting ~~to the Corporate Secretary,~~ a duly executed Proxy Card bearing a later date ~~or by~~to the Corporate Secretary, (2) attending the Annual Meeting and voting in person, or ~~signing~~(3) delivering a ~~written~~signed notice of revocation of the Proxy ~~Card.~~

Card to our Corporate Secretary at the following address: c/o Corporate Secretary, Washington Real Estate Investment Trust, 1775 Eye Street, N.W., Suite 1000, Washington, D.C. 20006. If ~~you hold~~ your common shares ~~in “street name” (that is, through~~are held by a broker, bank or any other ~~nominee), you should instruct your broker or nominee how to vote your shares by following the directions provided by your broker or nominee.~~

~~Our voting securities consist of~~persons holding common shares ~~of beneficial interest, $0.01 par value per share (“common shares”), of which~~ on your behalf, you must contact that institution to revoke a previously authorized proxy.~~66,484,759~~ ~~common shares were outstanding~~

Whom should I call if I have questions or need assistance voting my shares?

Please call at ~~the close of business on~~ ~~March 15, 2013. WRIT has no other outstanding~~(800) 565-9748 or email info@washreit.com if you have any questions in connection with voting ~~security. Each common share outstanding as of the close of business on~~ ~~March 15, 2013~~ will be entitled to one vote. The presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum at the Annual Meeting. Shareholders do not have cumulative voting rights.your shares.

~~BOARD~~PROPOSAL 1: ELECTION OF TRUSTEES ~~AND MANAGEMENT~~

Description of Proposal

Charles T. Nason, Thomas H. Nolan, Jr. and Vice Adm. Anthony L. Winns (RET.) have been nominated for election as trustees at the Annual Meeting, to serve for a term of three years and until their successors are duly elected and qualify.

Messrs. Nason, Nolan and Winns are currently serving as trustees, and were recommended for nomination for re-election by the members of the Corporate Governance/Nominating Committee. For biographical information with respect to Messrs. Nason, Nolan and Winns, please refer to “Corporate Governance and Board ~~and Committee~~Matters – Trustees – Trustee Nominees” commencing on page 6 below.

Voting Matters

~~General~~

~~The Board currently consists~~Under our bylaws, the election of ~~nine~~the trustees ~~divided into three classes~~requires the affirmative vote of ~~three trustees each. We currently~~a majority of the total votes cast for and against such trustee. Abstentions and other shares not voted (whether broker non-votes, if any, or otherwise) will not be counted as votes cast and will have ~~one vacancy~~no effect on the ~~Board due~~result of this vote.

If any of Messrs. Nason, Nolan and Winns were to become unable or unwilling to stand for election for any reason not presently known or contemplated, the persons named in the enclosed Proxy Card will have discretionary authority to vote pursuant to the ~~resignation~~Proxy Card for a substitute nominee nominated by the Board, or the Board, on the recommendation of ~~Terence C. Golden, which occurred on March 11, 2013. The Board will determine to either fill such vacancy in~~ the ~~coming months or~~Corporate Governance/Nominating Committee, may reduce the size of the Board ~~to eliminate such vacancy.~~and number of nominees.

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF MESSRS. NASON, NOLAN AND WINNS.

CORPORATE GOVERNANCE AND BOARD MATTERS

Board Composition

The Board currently consists of ten trustees divided into three classes. The current members of our board are Benjamin S. Butcher, William G. Byrnes, Edward S. Civera, John P. McDaniel, Paul T. McDermott, Charles T. Nason, Thomas H. Nolan Jr., Thomas Edgie Russell, III, Vice Adm. Anthony L. Winns (RET.) and Wendelin A. White. Mr. Nason serves as Chairman of the Board. The terms of the current trustees continue until the Annual Meetings to be held in ~~2013, 2014~~2015, 2016 and ~~2015,~~2017, and until their successors are duly elected and ~~qualify.~~qualify, except with respect to Mr. Russell as provided below. At each annual meeting, trustees are elected for a term of three years and until their successors are duly elected and qualify. ~~WRIT's~~Washington REIT's bylaws provide that no person shall be nominated for election as a trustee after his or her 72^nd72nd birthday, except under circumstances set forth in the bylaws.

On January 22, 2015, Mr. Russell resigned from the Board in order to effectuate his retirement, with such resignation taking effect at the commencement of the Annual Meeting. As a result of this development, pursuant to our bylaws, the Board has reduced the size of the Board of Trustees to nine trustees, such reduction to be effective upon the effectiveness of Mr. Russell's resignation at the commencement of the Annual Meeting.

Trustees

The following table sets forth the names and biographical information concerning each of our trustee nominees, our continuing trustees and our non-continuing trustee. Each of our trustee nominees currently serves as a trustee.



NAME	PRINCIPAL OCCUPATION	SERVED AS TRUSTEE SINCE	AGE	TERM EXPIRES
Trustee Nominees
Charles T. Nason	Chairman, Washington REIT; Retired Chairman, President and Chief Executive Officer, The Acacia Group	2000	68	2015
Thomas H. Nolan Jr.	Chairman of the Board and Chief Executive Officer of Spirit Realty Capital Inc.	2015	57	2015
Vice Adm. Anthony L. Winns (RET.)	President, Middle East-Africa Region, Lockheed Martin International, Lockheed Martin Corporation	2011	59	2015
Continuing Trustees
Benjamin S. Butcher	Chief Executive Officer, President and Chairman of the Board of Directors of STAG Industrial, Inc.	2014	61	2017
William G. Byrnes	Retired Managing Director, Alex Brown & Sons	2010	64	2016
Edward S. Civera	Retired Chairman, Catalyst Health Solutions, Inc.	2006	64	2017
John P. McDaniel	Retired Chief Executive Officer, MedStar Health	1998	72	2016
Paul T. McDermott	President and Chief Executive Officer, Washington REIT	2013	53	2016
Wendelin A. White	Partner, Morris, Manning & Martin LLP	2008	62	2017
Non-Continuing Trustee
Thomas Edgie Russell, III	Retired President, Partners Realty Trust, Inc.	2006	72	2015

Trustee Nominees

The biographical description below for each nominee includes the specific experience, qualifications, attributes and skills that led to the conclusion by the Board that such person should serve as a trustee of Washington REIT.



Charles T. Nason	Served as Trustee Since 2000
	Charles T. Nason is retired Chairman and Chief Executive Officer of The Acacia Group of Washington, D.C. (including Acacia Life, Acacia Federal Savings Bank and the Calvert Group LTD.), now a member company of the Ameritas Group as a result of the merger of the two organizations in 1999. He served Acacia from 1977 to 2005, including as Chief Executive Officer from 1988 to 2003. Mr. Nason is a past Chairman and director of The Greater Washington Board of Trade and the Federal City Council. He served as a director of MedStar Health from 2001 to 2010 and was a member of the Economic Club of Washington. He is also a member of the Board of Trustees of Washington and Jefferson College,
and served as its Chairman from 2007 to 2010.In addition, he is a past director of The American Council of Life Insurers and past Chairman of the Insurance Marketplace Standards Association. Mr. Nason brings the following experience, qualifications, attributes and skills to the Board:

General business management and strategic planning experience from his 15 years as a chief executive of The Acacia Group;

Real estate investment and lending experience from his roles in supervising as chief executive The Acacia Group's real estate purchase and sale decisions, and in supervising as Chairman Acacia Federal Savings Bank's real estate construction and acquisition lending;

Financial and accounting acumen from his 15 years of service as a chief executive of an insurance holding company;

Involvement in the D.C. business community, including past service as Chairman of the Greater Washington Board of Trade; and

General familiarity with D.C. area real estate by virtue of living and working in the Washington, D.C. region for 26 years.



Thomas H. Nolan, Jr.		Served as Trustee Since 2015
	Thomas H. Nolan, Jr., serves as Chairman of the Board of Directors and Chief Executive Officer of Spirit Realty Capital, Inc., positions he has held since September 2011. He also is currently serving as President and Chief Operating Officer of Spirit Realty Capital, Inc. on an interim basis since February 26, 2015. Mr. Nolan previously worked for General Growth Properties, Inc. or GGP, serving as Chief Operating Officer from March 2009 to December 2010 and as President from October 2008 to December 2010. He also served as a member of the board of directors of GGP from 2005 to 2010. GGP filed for protection under Chapter 11 of the U.S. Bankruptcy Code in April 2009 and emerged
from bankruptcy in November 2010. Mr. Nolan was a member of the senior management team that led GGP’s reorganization and emergence from bankruptcy, which included the restructuring of $15.0 billion in project-level debt, payment in full of all of GGP’s pre-petition creditors and the securing of $6.8 billion in equity commitments. From July 2004 to February 2008, Mr. Nolan served as a Principal and Chief Financial Officer of Loreto Bay Company, the developer of the Loreto Bay master planned community in Baja, California. From October 1984 to July 2004, Mr. Nolan held various financial positions with AEW Capital Management, L.P., a national real estate investment advisor, and from 1998 to 2004, he served as Head of Equity Investing and as President and Senior Portfolio Manager of The AEW Partners Funds. Mr. Nolan brings the following experience, qualifications, attributes and skills to the Board:

General business management and strategic planning experience from his service as chief executive of Spirit Realty Capital, Inc. and his previous service with GGP;

REIT industry experience from his service as chief executive of Spirit Realty Capital, Inc. and his previous service with GGP;

Real estate asset management experience in multiple asset classes from his 20 years with AEW Capital Management, L.P.; and

Financial and accounting acumen from his 20 years with AEW Capital Management, L.P. , his service as chief executive of Spirit Realty Capital, Inc. and his previous service with GGP.



Vice Adm. Anthony L. Winns (RET.)		Served as Trustee Since 2011
	Vice Adm. Anthony L. Winns (RET.)is President, Middle East-Africa Region, Lockheed Martin International, at Lockheed Martin Corporation, a position he has held since January 2013. Between October 2011 and January 2013, Mr. Winns was Vice President, International Maritime Programs, at Lockheed. Between July 2011 and October 2011, Mr. Winns was a defense industry consultant. Mr. Winns retired in June 2011 after 32 years of service in the United States Navy. He served as Naval Inspector General from 2007 to his retirement. From 2005 to 2007, Mr. Winns served as Director/Vice Director for Operations of the Joint Chiefs of Staff. Between 2003 and 2005, he was Deputy Director,
Air Warfare Division for the Chief of Naval Operations. Prior to 2003, Mr. Winns served in other staff and leadership positions in Washington, D.C., including at the Bureau of Naval Personnel. He also served as commanding officer of several major commands, including the Pacific Patrol/Reconnaissance task force, the USS Essex, an amphibious assault carrier, and a naval aircraft squadron. Mr. Winns brings the following experience, qualifications, attributes and skills to the Board:

General enterprise management and strategic planning experience from his 10 years of service as a commanding officer of various military units (including a naval vessel) and 11 years of service in senior staff positions in the Pentagon;

Government contracting experience from his three years of service managing U.S. Navy procurement programs as Deputy Director, Air Warfare Division for the Chief of Naval Operations (Washington REIT is a federal contractor and many of Washington REIT's largest tenants and potential future tenants are federal contractors);

Washington, D.C. area defense industry experience from his 16 years of service in staff positions in the Pentagon and current service as President, Middle East-Africa Region, Lockheed Martin International, at Lockheed Martin Corporation; and

General familiarity with D.C. area real estate by virtue of living and working in the Washington, D.C. region for 20 years.

Continuing Trustees

The biographical description below for each continuing trustee includes the specific experience, qualifications, attributes and skills that led to the conclusion by the Board that such person should serve as a trustee of Washington REIT.



Benjamin S. Butcher		Served as Trustee Since 2014
	Benjamin S. Butcher serves as the Chief Executive Officer, President and Chairman of the Board of Directors of STAG Industrial, Inc., a position he has held since July 2010. Prior to the formation of STAG Industrial, Inc., Mr. Butcher oversaw the growth of STAG Capital Partners, LLC and its affiliates, serving as a member of their Board of Managers and Management Committees, from 2003 to 2011. From 1999 to 2003, Mr. Butcher was engaged as a private equity investor in real estate and technology. From 1997 to 1998, Mr. Butcher served as a Director at Credit Suisse First Boston, where he sourced and executed transactions for the Principal Transactions Group (real estate debt and equity). From
1993 to 1997, he served as a Director at Nomura Asset Capital, where he focused on marketing and business development for its commercial mortgage-backed securities group. Mr. Butcher brings the following experience, qualifications, attributes and skills to the Board:

General business management and strategic planning experience from his service as chief executive of STAG Industrial, Inc. and his previous service with STAG Capital Partners, LLC and its affiliates;

REIT industry experience from his service as chief executive of STAG Industrial, Inc. since July 2010;

Real estate investment banking and capital markets experience from his five years as an investment banker with Credit Suisse First Boston and Nomura Asset Capital; and

Financial and accounting acumen from his five years in investment banking, his experience as a private equity investor and with STAG Capital Partners, LLC, and his service as a public company executive with STAG Industrial, Inc.



William G. Byrnes		Served as Trustee since 2010
	William G. Byrneshas been a private investor since 2001. He was on the Board of Directors of CapitalSource Inc., a commercial lender operating principally through its subsidiary Capital Source Bank from 2003 until its sale in April 2014, serving in various capacities including Presiding Independent Director and, most recently, Chairman of the Board. He founded, and was Managing Member of, Wolverine Partners, LLC, that operated MUTUALdecision, a mutual fund research business, from September 2006 to October 2012. Mr. Byrnes was co-founder of Pulpfree d/b/a BuzzMetrics, a consumer-generated media research and marketing firm, and served as its Chairman
from June 1999 until its sale in September 2005. He was on the Board of Directors of LoopNet, Inc., an information services provider to the commercial real estate industry, from September 2006 until its sale in April 2012. Mr. Byrnes spent 17 years with Alex Brown & Sons, most recently as a Managing Director and head of the investment banking financial institutions group. He has been a full-time and adjunct professor and member of the Board of Regents at Georgetown University. Mr. Byrnes brings the following experience, qualifications, attributes and skills to the Board:

Real estate investment banking and capital markets experience from his 17 years as an investment banker with Alex. Brown & Sons;

REIT industry experience from his involvement over the last 14 years as an independent director of three publicly-traded REITs and an institutional fund focused on investing in REITs;

Retail and residential real estate industry experience from his involvement as an independent director of Sizeler Property Investors from 2002 to 2006;

Financial and accounting acumen from his 17 years in investment banking and his service as a public company director; and

General familiarity with D.C. area real estate by virtue of living and working in the Washington, D.C./Baltimore corridor for 39 years.



Edward S. Civera		Served as Trustee Since 2006
	Edward S. Civera served as the Chairman of the Board of Catalyst Health Solutions, Inc., a publicly traded pharmacy benefit management company (formerly known as HealthExtras, Inc.), from 2005 until his retirement in December 2011. In 2012, he served as a senior advisor to management and the Board of Directors of Catalyst Health Solutions in connection with the sale of the company. Mr. Civera also served as Chairman of the MedStar Health System, a multi-institutional healthcare organization until his retirement from the board in November 2013. He currently serves as a trustee on the Board of Notre Dame of Maryland University. From 1997 to 2001, Mr. Civera was the Chief Operating Officer
and Co-Chief Executive Officer of United Payors & United Providers, Inc. (UP&UP), a publicly-traded healthcare company that was sold in 2000. Prior to that, Mr. Civera spent 25 years with Coopers & Lybrand (now PricewaterhouseCoopers LLP), most recently as Managing Partner, focused on financial advisory and auditing services. Mr. Civera is a Certified Public Accountant. Mr. Civera has also served as a director of The Mills Corporation and MCG Capital Corporation. Mr. Civera brings the following experience, qualifications, attributes and skills to the Board:

General business management and strategic planning experience from his ten years as a public company chief executive or chairman at UP&UP and Catalyst Health Solutions;

REIT industry experience from his involvement as an independent director of The Mills Corporation from 2005 to 2006 leading its reorganization and sale as Chairman of the Special Committee and Executive Committee;

Medical office real estate industry experience from his involvement in real estate matters as Chairman of MedStar Health;

Financial and accounting acumen from his 25 years in public accounting and his service as a public company chief executive; and

General familiarity with D.C. area real estate by virtue of living and working in the Washington, D.C./Baltimore corridor for 26 years.



John P. McDaniel	Served as Trustee Since 1998
	John P. McDaniel served as Chief Executive Officer of MedStar Health, a multi-institutional healthcare organization, from 1982 until his retirement in January 2008. Since August 2008, he has served as Chairman of the Hickory Ridge Group, a private healthcare consulting and facilities development organization, providing strategic advice, tactical support and access to capital to senior management in the healthcare and technology spaces to improve operations, grow enterprise value or prepare for an exit event. He is also Chairman of Hickory Ridge Capital LLC, a venture capital fund focused on early growth stage healthcare services companies, investing in technology-enabled businesses that
have established a strong foundation in emerging healthcare markets. Mr. McDaniel also serves on the boards of Medifast, Inc., Flavorx Corporation, Wittenberg University and the Mary and Daniel Loughran Foundation. Mr. McDaniel is immediate past chairman of Washington REIT, past Chairman and current board member of the Greater Washington Board of Trade, a member and past Chairman of the Maryland State Racing Commission, a member of the Board of Heroes, Inc. and a member of the Greater Baltimore Committee. Mr. McDaniel is a Fellow of the American College of Healthcare Executives, a member of the Economic Club of Washington, a member of the National Association of Corporate Directors, and a trustee of the National Capitol Area Foundation. Mr. McDaniel has also served as a director of Georgetown University, the Federal City Council, the Greater Baltimore Committee and 1^st Mariner Bancorp. Mr. McDaniel brings the following experience, qualifications, attributes and skills to the Board:

General business management and strategic planning experience from his 26 years as a chief executive of MedStar Health;

Medical office real estate industry experience from his involvement in real estate matters as chief executive of MedStar Health;

Financial and accounting acumen from his 26 years as chief executive of a multi-institutional healthcare organization;

Involvement in the D.C. business community, including past service as Chairman of the Greater Washington Board of Trade; and

General familiarity with D.C. area real estate by virtue of living and working in the Washington, D.C./Baltimore corridor for 45 years.



Paul T. McDermott	Served as Trustee Since 2013
	Paul T. McDermottwas elected to the Board of Trustees and named President and Chief Executive Officer of Washington REIT in October 2013. Prior to joining Washington REIT, he was Senior Vice President and Managing Director for Rockefeller Group Investment Management Corp., a wholly owned subsidiary of Mitsubishi Estate Co., Ltd. from June 2010 to September 2013. Prior to joining The Rockefeller Group, he served from 2006 to 2010 as Principal and Chief Transaction Officer at PNC Realty Investors. Between 2002 and 2006, Mr. McDermott held two primary officer roles at Freddie Mac -- Chief Credit Officer of the Multifamily Division and Head of Multifamily Structured
Finance and Affordable Housing. From 1997 to 2002, he served as Head of the Washington, D.C. Region for Lend Lease Real Estate Investments. Mr. McDermott brings the following experience, qualifications, attributes and skills to the Board:

General business management and strategic planning experience from his service as chief executive of Washington REIT and his previous service as Senior Vice President of Rockefeller Group;

Office, retail and residential real estate industry operating and investment experience from his experience as Senior Vice President of Rockefeller Group, Principal and Chief Transaction Officer at PNC Realty Investors and Chief Credit Officer of the Multifamily Division of Freddie Mac;

Office and residential development experience from his experience as Head of Washington, D.C. Region for Lend Lease Real Estate Investments; and

Extensive familiarity with D.C. area real estate by virtue of living and working in the Washington, D.C. region for 53 years



Wendelin A. White	Served as Trustee Since 2008
	Wendelin A. White serves as Chair of Morris, Manning & Martin LLP's (MMM) D.C. real estate practice and Co-Managing Partner of MMM's D.C. office. Ms. White joined Morris, Manning & Martin in 2014. Ms. White previously was a partner at Pillsbury Winthrop Shaw Pittman LLP (Pillsbury), where she practiced law since from 1981 until April 2014. Ms. White is a former member of Pillsbury's Managing Board and Compensation Committee and was the head of Pillsbury's Washington, D.C. real estate practice group. In each of the past seven years, Ms. White has been ranked by Chambers USA as a leading real estate attorney in the District of Columbia. She is also included in U.S. News - Best
Lawyers and Washington Post - Super Lawyers and in 2005 was named by Washington Business Journal as the top real estate transactional attorney in the Washington, D.C. region. Ms. White concentrates her practice on acquisitions and dispositions, development, financing, and joint ventures, including public-private partnerships, involving commercial properties in various industry segments: office, multi-family, retail, hotel and mixed use. Ms. White sits on the boards of Chevy Chase Trust Company, MedStar Georgetown University Hospital, the International Women's Forum - Washington, D.C., and The Boys & Girls Clubs of Greater Washington, is the General Counsel of the Economic Club of Washington, and is past President of Commercial Real Estate Women of Washington, D.C. Ms. White brings the following experience, qualifications, attributes and skills to the Board:

Real estate transactional experience from her involvement in numerous purchase and sale, financing, joint venture, leasing, workout and other real estate transactions in her 34 years as a real estate attorney at MMM and previously at Pillsbury and its predecessors;

REIT industry experience from her past and current representation of other REITs in her law practice at MMM and previously at Pillsbury and its predecessors;

General legal experience from her 34 years as an attorney at MMM and previously at Pillsbury and its predecessors;

Involvement in the D.C. business community, including current service as General Counsel of the Economic Club of Washington and past service as President of CREW; and

General familiarity with D.C. area real estate by virtue of living and working in the Washington, D.C. region for 34 years.

Non-Continuing Trustee

An noted above, on January 22, 2015, Thomas Edgie Russell, III, resigned from the Board in order to effectuate his retirement, with such resignation taking effect at the commencement of the Annual Meeting.

Board Governance

Leadership Structure

Our President and Chief Executive Officer is Paul T. McDermott. Charles T. Nason serves as our Chairman of the Board of Trustees and is independent under NYSE rules. The Board has concluded that Washington REIT should maintain a Board leadership structure in which either the Chairman or a lead trustee is independent under the rules of the NYSE. As a result, the Board adopted a Corporate Governance Guideline setting forth this policy. The Corporate Governance Guideline is set forth below:

The Board annually elects one of its trustees as Chairman of the Board. The current Chairman of the Board is independent under the rules of the NYSE.

In the future, the Chairman of the Board may or may not be an individual who is independent under the rules of the NYSE (and may or may not be the same individual as the Chief Executive Officer). At any time that the Chairman of the Board is not an individual who is independent under the rules of the New York Stock Exchange, the Board will appoint a Lead Independent Trustee elected by the independent trustees. The Lead Independent Trustee has authority to:

preside at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent trustees;

serve as a liaison between the Chairman of the Board and the independent trustees;

approve information sent to the Board;

approve meeting agendas for the Board;

approve meeting schedules to assure that there is sufficient time for discussion of all agenda items;

call meetings of the independent trustees; and

if requested by major shareholders, consult and directly communicate with such shareholders.

The Board believes the leadership structure described in this Corporate Governance Guideline is appropriate because it ensures significant independent Board leadership regardless of whether, in the future, the Chairman is independent under the rules of the NYSE.

Independence

Under NYSE rules, a majority of the Board must qualify as “independent.” To qualify as “independent,” the Board must affirmatively determine that the trustee has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us).

The Board has determined that all trustees, with the exception of Mr. ~~McKenzie,~~McDermott, are ~~“independent”~~“independent,” as that term is defined in the applicable NYSE listing standards.

Washington REIT notes that Lockheed Martin Corporation is a tenant under a commercial lease with Washington REIT entered into in the ordinary course of business. Mr. Winns serves as an employee of Lockheed Martin but is not an executive officer, board member or 1% shareholder of such company. In addition, payments from Lockheed Martin to Washington REIT under the leasing arrangements are significantly less than 1% of either Washington REIT’s or Lockheed Martin’s 2014 gross

revenues. Based on the foregoing, the Board determined no material relationship exists. For the specific reasons set forth above, we believe Mr. Winns is independent under applicable NYSE standards and constitutes an “independent outsider” under applicable Institutional Shareholder Services (ISS) guidance.

Risk Oversight

One of the ~~New York Stock Exchange.~~key functions of the Board is informed oversight of our risk management process. As an initial matter, the Board considers actual risk monitoring and management to be a function appropriately delegated to Washington REIT management, with the Board and its committees functioning in only an oversight role. Our Board will administer this oversight function directly, with support from its three standing committees, the Audit Committee, Compensation Committee and the Corporate Governance/Nominating Committee, each of which addresses risks specific to their respective areas of oversight. The Board has adopted a policy delineating the roles of the Board and its various committees in an ongoing risk oversight program for Washington REIT, providing that:

the Board will coordinate all risk oversight activities of the Board and its committees, including appropriate coordination with Washington REIT's business strategy;

the Audit Committee will oversee financial reporting risk, risk relating to information technology systems and risk relating to REIT non-compliance;

the Compensation Committee will oversee financial risk, financial reporting risk and operational risk, in each case arising from Washington REIT's compensation plans;

the Corporate Governance/Nominating Committee will oversee executive succession risk and board function risk;

the Investment Committee (which is currently comprised of all of Washington REIT's trustees) will oversee risks related to Washington REIT's acquisitions, dispositions and developments; and

the Board will oversee all other risks applicable to Washington REIT, including operational, catastrophic and financial risks that may be relevant to Washington REIT's business.

Under its policy, the Board also involves the Audit Committee in its risk oversight functions as required by applicable NYSE rules.

Meetings

The Board ~~provides a process for shareholders and other interested parties to send communications to the entire Board or to any~~held eleven meetings in 2014. During 2014, each incumbent trustee attended at least 75% of the trustees. Shareholders and interested parties may send these written communications c/o Corporate Secretary, Washington Real Estate Investment Trust, 6110 Executive Boulevard, Suite 800, Rockville, Maryland 20852. All communications will be compiled byaggregate of the ~~Corporate Secretary and submitted to~~total number of meetings of the Board (held during the period for which he or she has been a trustee) and the ~~trustees~~total number of meetings of all committees of the Board on ~~a periodic basis.~~

which he or she served (during the periods that he or she served). All members of the Board attended the Annual Meeting in ~~2012.~~person in 2014, except for Mr. Byrnes who joined via telephone. The Board does not have a formal written policy requiring trustees to attend the Annual Meeting, although trustees have traditionally attended.

~~The Board held~~ ~~eight~~ ~~meetings in~~ ~~2012. During~~ ~~2012, each incumbent trustee attended at least 75%~~Washington REIT's trustees who qualify as “non-management” within the meaning of the ~~total number of meetings of the Board and committees on which he or she served.WRIT's non-management trustees~~NYSE rules meet ~~without management~~ at regularly scheduled executive sessions ~~that~~without management participation. The sessions are presided over by Mr. ~~McDaniel~~Nason in his capacity as Chairman. In ~~2012~~,2014, the Board met in executive session without the Chief Executive Officer ~~seven~~six times.

Committee Governance

Our Board has an Audit Committee, a Compensation Committee and a Corporate Governance/Nominating ~~Committee~~

Committee. The ~~Corporate Governance~~/~~Nominating Committee~~ ~~held~~ ~~one~~ ~~meeting in~~ ~~2012. The Corporate Governance/Nominating Committee members~~membership and the function of each of these committees are Chairwoman White and Messrs. Nason, Russell and Winns. All members of the Corporate Governance/Nominating Committee are “independent,” as that term is defined in the applicable listing standards of the New York Stock Exchange. The Corporate Governance/Nominating Committee performs the duties described in the Corporate Governance/Nominating Committee Charter adopted by the Board. The Corporate Governance/Nominating Committee Charter is available on our website, www.writ.com, and upon written request. Among other things, the Corporate Governance/Nominating Committee develops and recommends Corporate Governance Guidelines for Board approval and recommends nominees for election to the Board as outlined in the Corporate Governance/Nominating Committee Charter.

~~Trustee Selection Process~~

The Corporate Governance/Nominating Committee's process for the recommendation of trustee candidates, as it exists from time to time, is described in our Corporate Governance Guidelines. Set forth below is a summary of the process that the Corporate Governance/Nominating Committee currently utilizes for the consideration of trustee candidates. The Corporate Governance/Nominating Committee may, in the future, modify or deviate from this process in connection with the selection of a particular trustee candidate.

The Corporate Governance/Nominating Committee develops and maintains a list of potential candidates for Board membership on an ongoing basis. Corporate Governance/Nominating Committee members and other Board members may recommend potential candidates for inclusion on such list. In addition, the Corporate Governance/Nominating Committee, in its discretion, may seek potential candidates from organizations, such as the National Association of Corporate Directors, that maintain databases of potential candidates. As well, shareholders may put forward potential candidates for the Corporate Governance/Nominating Committee's consideration by submitting candidates to the attention of the Corporate Governance/Nominating Committee at our executive offices in Rockville, Maryland. The Corporate Governance/Nominating Committee screens all potential candidates in the same manner regardless of the source of the recommendation.

The Corporate Governance/Nominating Committee reviews the attributes, skill sets and other qualifications for potential candidates (see current attributes, skill sets and other qualifications below) from time to time and may modifybelow.

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~~them based upon the Corporate Governance/Nominating Committee's assessment of the needs of the Board and the skill sets required to meet those needs.~~



	Audit	Compensation	Corporate Governance/Nominating
Benjamin S. Butcher	Ÿ	Ÿ
William G. Byrnes	Chair	Ÿ
Edward S. Civera	Ÿ	Chair
John P. McDaniel	Ÿ		Ÿ
Thomas Edgie Russell, III		Ÿ	Ÿ
Wendelin A. White		Ÿ	Chair
Vice Adm. Anthony L. Winns	Ÿ		Ÿ

Number of meetings held during 2014	5	6	4

When the Corporate Governance/Nominating Committee is required to recommend a candidate for nomination for election to the Board at an annual or special meeting of shareholders, or otherwise expects a vacancy on the Board to occur, it commences a candidate selection process by reviewing all potential candidates against the current attributes, skill sets and other qualifications to determine whether a candidate is suitable for Board membership. This review may also include an examination of publicly available information and consideration of the New York Stock Exchange independence requirement, the number of boards on which the candidate serves, the possibility of interlocks, other requirements or prohibitions imposed by applicable laws, regulations or WRIT policies and practices, and any actual or potential conflicts of interest.

The Corporate Governance/Nominating Committee then determines whether to remove any candidate from consideration as a result of the foregoing review. Thereafter, the Corporate Governance/Nominating Committee determines a proposed interview list from among the remaining candidates and recommends such interview list to the Board prior to direct discussion with any candidate.

Following the Board's approval of the interview list, the Chairman of the Corporate Governance/Nominating Committee or, at his or her discretion, other trustees contact and interview the potential candidates on such list. After the completion of candidate interviews, the Corporate Governance/Nominating Committee determines a priority ranking of the potential candidates on the interview list and recommends such priority ranking to the Board.

Following the Board's approval of the priority ranking, the Chairman of the Corporate Governance/Nominating Committee or, at his or her discretion, other trustees contact the potential candidates based on their order in the priority ranking. When a potential candidate indicates his or her willingness to accept nomination to the Board, the recommendation process is substantially complete. Subject to a final review of eligibility under WRIT policies and applicable laws and regulations using information supplied directly by the candidate, the Board then nominates the candidate.

The Corporate Governance/Nominating Committee's minimum qualifications and specific qualities and skills required for trustees, as they exist from time to time, are also set forth in our Corporate Governance Guidelines. Our Corporate Governance Guidelines currently provide that each trustee candidate, at a minimum, should possess the following attributes: integrity, business judgment, credibility, collegiality, professional achievement, constructiveness and public awareness. Our Corporate Governance Guidelines also provide that, as a group, the independent trustees should possess the following skill sets and characteristics: financial acumen equivalent to the level of a public company chief financial officer or senior executive of a capital market, investment or financial services firm; operational or strategic acumen germane to the real estate industry or another industry with similar characteristics; public and/or government affairs acumen; corporate governance acumen, gained through service as a senior officer or director of a publicly-owned corporation or comparable academic or other experience; and diversity in terms of both the gender and ethnicity of the individuals involved and their various experiences and areas of expertise.

~~Policy Regarding Diversity~~

The Board maintains a policy with regard to consideration of diversity in identifying trustee nominees. In October 2009, the Board revised our Corporate Governance Guidelines to add diversity as one of the five primary skill sets and characteristics that the independent trustees should possess as a group. As a result, consistent with this policy, the Corporate Governance/Nominating Committee specifically considers diversity as a factor in the selection of trustee nominees. As noted above, the Board defines diversity in our Corporate Governance Guidelines in terms of both the gender and ethnicity of the individuals involved and their various experiences and areas of expertise.

The Board and the Corporate Governance/Nominating Committee both assess the policy to be effective insofar as it has been actively incorporated into discussions of the Corporate Governance/Nominating Committee with respect to Board membership occurring since the policy was adopted.

~~Compensation Committee~~

~~The~~ ~~Compensation Committee~~ ~~met~~ ~~four~~ ~~times in~~ ~~2012~~. Compensation Committee members are Chairman Civera, Messrs. Byrnes and Russell and Ms. White. All members of the Compensation Committee are “independent,” as that term is defined in the applicable listing standards of the New York Stock Exchange. The Compensation Committee is responsible for making decisions and recommendations to the Board with respect to executive compensation. The Compensation Committee Charter is available on our website, www.writ.com, and upon written request.

~~Audit Committee~~Trustee Nominees

The ~~Audit Committee~~ ~~met~~ ~~six~~ ~~times in~~ ~~2012. The Audit Committee members are Chairman Nason~~biographical description below for each nominee includes the specific experience, qualifications, attributes and ~~Messrs. Byrnes, Russell and Winns. Mr. Golden was a member during 2012 but resigned~~skills that led to the conclusion by the Board that such person should serve as a trustee ~~effective March 11, 2013. All members~~of Washington REIT.



Charles T. Nason	Served as Trustee Since 2000
	Charles T. Nason is retired Chairman and Chief Executive Officer of The Acacia Group of Washington, D.C. (including Acacia Life, Acacia Federal Savings Bank and the Calvert Group LTD.), now a member company of the Ameritas Group as a result of the merger of the two organizations in 1999. He served Acacia from 1977 to 2005, including as Chief Executive Officer from 1988 to 2003. Mr. Nason is a past Chairman and director of The Greater Washington Board of Trade and the Federal City Council. He served as a director of MedStar Health from 2001 to 2010 and was a member of the Economic Club of Washington. He is also a member of the Board of Trustees of Washington and Jefferson College,
and served as its Chairman from 2007 to 2010.In addition, he is a past director of The American Council of Life Insurers and past Chairman of the Insurance Marketplace Standards Association. Mr. Nason brings the following experience, qualifications, attributes and skills to the Board:

General business management and strategic planning experience from his 15 years as a chief executive of The Acacia Group;

Financial and accounting acumen from his 15 years of service as a chief executive of an insurance holding company;

Involvement in the D.C. business community, including past service as Chairman of the ~~Audit Committee are,~~Greater Washington Board of Trade; and ~~were during 2012, “independent” as that term is defined~~

General familiarity with D.C. area real estate by virtue of living and working in the ~~applicable listing standards~~Washington, D.C. region for 26 years.



Thomas H. Nolan, Jr.		Served as Trustee Since 2015
	Thomas H. Nolan, Jr., serves as Chairman of the Board of Directors and Chief Executive Officer of Spirit Realty Capital, Inc., positions he has held since September 2011. He also is currently serving as President and Chief Operating Officer of Spirit Realty Capital, Inc. on an interim basis since February 26, 2015. Mr. Nolan previously worked for General Growth Properties, Inc. or GGP, serving as Chief Operating Officer from March 2009 to December 2010 and as President from October 2008 to December 2010. He also served as a member of the board of directors of GGP from 2005 to 2010. GGP filed for protection under Chapter 11 of the U.S. Bankruptcy Code in April 2009 and emerged
from bankruptcy in November 2010. Mr. Nolan was a member of the senior management team that led GGP’s reorganization and emergence from bankruptcy, which included the restructuring of $15.0 billion in project-level debt, payment in full of all of GGP’s pre-petition creditors and the securing of $6.8 billion in equity commitments. From July 2004 to February 2008, Mr. Nolan served as a Principal and Chief Financial Officer of Loreto Bay Company, the developer of the Loreto Bay master planned community in Baja, California. From October 1984 to July 2004, Mr. Nolan held various financial positions with AEW Capital Management, L.P., a national real estate investment advisor, and from 1998 to 2004, he served as Head of Equity Investing and as President and Senior Portfolio Manager of The AEW Partners Funds. Mr. Nolan brings the following experience, qualifications, attributes and skills to the Board:

General business management and strategic planning experience from his service as chief executive of Spirit Realty Capital, Inc. and his previous service with GGP;

REIT industry experience from his service as chief executive of Spirit Realty Capital, Inc. and his previous service with GGP;

Real estate asset management experience in multiple asset classes from his 20 years with AEW Capital Management, L.P.; and

Financial and accounting acumen from his 20 years with AEW Capital Management, L.P. , his service as chief executive of Spirit Realty Capital, Inc. and his previous service with GGP.



Vice Adm. Anthony L. Winns (RET.)		Served as Trustee Since 2011
	Vice Adm. Anthony L. Winns (RET.)is President, Middle East-Africa Region, Lockheed Martin International, at Lockheed Martin Corporation, a position he has held since January 2013. Between October 2011 and January 2013, Mr. Winns was Vice President, International Maritime Programs, at Lockheed. Between July 2011 and October 2011, Mr. Winns was a defense industry consultant. Mr. Winns retired in June 2011 after 32 years of service in the United States Navy. He served as Naval Inspector General from 2007 to his retirement. From 2005 to 2007, Mr. Winns served as Director/Vice Director for Operations of the Joint Chiefs of Staff. Between 2003 and 2005, he was Deputy Director,
Air Warfare Division for the Chief of Naval Operations. Prior to 2003, Mr. Winns served in other staff and leadership positions in Washington, D.C., including at the Bureau of Naval Personnel. He also served as commanding officer of several major commands, including the Pacific Patrol/Reconnaissance task force, the USS Essex, an amphibious assault carrier, and a naval aircraft squadron. Mr. Winns brings the following experience, qualifications, attributes and skills to the Board:

General familiarity with D.C. area real estate by virtue of living and working in the Washington, D.C. region for 20 years.

Continuing Trustees



Benjamin S. Butcher		Served as Trustee Since 2014
	Benjamin S. Butcher serves as the Chief Executive Officer, President and Chairman of the Board of Directors of STAG Industrial, Inc., a position he has held since July 2010. Prior to the formation of STAG Industrial, Inc., Mr. Butcher oversaw the growth of STAG Capital Partners, LLC and its affiliates, serving as a member of their Board of Managers and Management Committees, from 2003 to 2011. From 1999 to 2003, Mr. Butcher was engaged as a private equity investor in real estate and technology. From 1997 to 1998, Mr. Butcher served as a Director at Credit Suisse First Boston, where he sourced and executed transactions for the Principal Transactions Group (real estate debt and equity). From
1993 to 1997, he served as a Director at Nomura Asset Capital, where he focused on marketing and business development for its commercial mortgage-backed securities group. Mr. Butcher brings the following experience, qualifications, attributes and skills to the Board:

General business management and strategic planning experience from his service as chief executive of STAG Industrial, Inc. and his previous service with STAG Capital Partners, LLC and its affiliates;

REIT industry experience from his service as chief executive of STAG Industrial, Inc. since July 2010;

Real estate investment banking and capital markets experience from his five years as an investment banker with Credit Suisse First Boston and Nomura Asset Capital; and



William G. Byrnes		Served as Trustee since 2010
	William G. Byrneshas been a private investor since 2001. He was on the Board of Directors of CapitalSource Inc., a commercial lender operating principally through its subsidiary Capital Source Bank from 2003 until its sale in April 2014, serving in various capacities including Presiding Independent Director and, most recently, Chairman of the Board. He founded, and was Managing Member of, Wolverine Partners, LLC, that operated MUTUALdecision, a mutual fund research business, from September 2006 to October 2012. Mr. Byrnes was co-founder of Pulpfree d/b/a BuzzMetrics, a consumer-generated media research and marketing firm, and served as its Chairman
from June 1999 until its sale in September 2005. He was on the Board of Directors of LoopNet, Inc., an information services provider to the commercial real estate industry, from September 2006 until its sale in April 2012. Mr. Byrnes spent 17 years with Alex Brown & Sons, most recently as a Managing Director and head of the investment banking financial institutions group. He has been a full-time and adjunct professor and member of the Board of Regents at Georgetown University. Mr. Byrnes brings the following experience, qualifications, attributes and skills to the Board:

Real estate investment banking and capital markets experience from his 17 years as an investment banker with Alex. Brown & Sons;

REIT industry experience from his involvement over the last 14 years as an independent director of three publicly-traded REITs and an institutional fund focused on investing in REITs;

Retail and residential real estate industry experience from his involvement as an independent director of Sizeler Property Investors from 2002 to 2006;

Financial and accounting acumen from his 17 years in investment banking and his service as a public company director; and

General familiarity with D.C. area real estate by virtue of living and working in the Washington, D.C./Baltimore corridor for 39 years.



Edward S. Civera		Served as Trustee Since 2006
	Edward S. Civera served as the Chairman of the Board of Catalyst Health Solutions, Inc., a publicly traded pharmacy benefit management company (formerly known as HealthExtras, Inc.), from 2005 until his retirement in December 2011. In 2012, he served as a senior advisor to management and the Board of Directors of Catalyst Health Solutions in connection with the sale of the company. Mr. Civera also served as Chairman of the MedStar Health System, a multi-institutional healthcare organization until his retirement from the board in November 2013. He currently serves as a trustee on the Board of Notre Dame of Maryland University. From 1997 to 2001, Mr. Civera was the Chief Operating Officer
and Co-Chief Executive Officer of United Payors & United Providers, Inc. (UP&UP), a publicly-traded healthcare company that was sold in 2000. Prior to that, Mr. Civera spent 25 years with Coopers & Lybrand (now PricewaterhouseCoopers LLP), most recently as Managing Partner, focused on financial advisory and auditing services. Mr. Civera is a Certified Public Accountant. Mr. Civera has also served as a director of The Mills Corporation and MCG Capital Corporation. Mr. Civera brings the following experience, qualifications, attributes and skills to the Board:

General business management and strategic planning experience from his ten years as a public company chief executive or chairman at UP&UP and Catalyst Health Solutions;

REIT industry experience from his involvement as an independent director of The Mills Corporation from 2005 to 2006 leading its reorganization and sale as Chairman of the ~~New York Stock Exchange. The Board has determined that each~~Special Committee and Executive Committee;

Medical office real estate industry experience from his involvement in real estate matters as Chairman of MedStar Health;

Financial and accounting acumen from his 25 years in public accounting and his service as a public company chief executive; and

General familiarity with D.C. area real estate by virtue of living and working in the Washington, D.C./Baltimore corridor for 26 years.



John P. McDaniel	Served as Trustee Since 1998
	John P. McDaniel served as Chief Executive Officer of MedStar Health, a multi-institutional healthcare organization, from 1982 until his retirement in January 2008. Since August 2008, he has served as Chairman of the Hickory Ridge Group, a private healthcare consulting and facilities development organization, providing strategic advice, tactical support and access to capital to senior management in the healthcare and technology spaces to improve operations, grow enterprise value or prepare for an exit event. He is also Chairman of Hickory Ridge Capital LLC, a venture capital fund focused on early growth stage healthcare services companies, investing in technology-enabled businesses that
have established a strong foundation in emerging healthcare markets. Mr. McDaniel also serves on the boards of Medifast, Inc., Flavorx Corporation, Wittenberg University and the Mary and Daniel Loughran Foundation. Mr. McDaniel is immediate past chairman of Washington REIT, past Chairman and current board member of the Greater Washington Board of Trade, a member and past Chairman of the Maryland State Racing Commission, a member of the Board of Heroes, Inc. and a member of the Greater Baltimore Committee. Mr. McDaniel is a Fellow of the American College of Healthcare Executives, a member of the Economic Club of Washington, a member of the National Association of Corporate Directors, and a trustee of the National Capitol Area Foundation. Mr. McDaniel has also served as a director of Georgetown University, the Federal City Council, the Greater Baltimore Committee and 1^st Mariner Bancorp. Mr. McDaniel brings the following experience, qualifications, attributes and skills to the Board:

General business management and strategic planning experience from his 26 years as a chief executive of MedStar Health;

Medical office real estate industry experience from his involvement in real estate matters as chief executive of MedStar Health;

Financial and accounting acumen from his 26 years as chief executive of a multi-institutional healthcare organization;

Involvement in the D.C. business community, including past service as Chairman of the ~~Audit~~Greater Washington Board of Trade; and

General familiarity with D.C. area real estate by virtue of living and working in the Washington, D.C./Baltimore corridor for 45 years.



Paul T. McDermott	Served as Trustee Since 2013
	Paul T. McDermottwas elected to the Board of Trustees and named President and Chief Executive Officer of Washington REIT in October 2013. Prior to joining Washington REIT, he was Senior Vice President and Managing Director for Rockefeller Group Investment Management Corp., a wholly owned subsidiary of Mitsubishi Estate Co., Ltd. from June 2010 to September 2013. Prior to joining The Rockefeller Group, he served from 2006 to 2010 as Principal and Chief Transaction Officer at PNC Realty Investors. Between 2002 and 2006, Mr. McDermott held two primary officer roles at Freddie Mac -- Chief Credit Officer of the Multifamily Division and Head of Multifamily Structured
Finance and Affordable Housing. From 1997 to 2002, he served as Head of the Washington, D.C. Region for Lend Lease Real Estate Investments. Mr. McDermott brings the following experience, qualifications, attributes and skills to the Board:

General business management and strategic planning experience from his service as chief executive of Washington REIT and his previous service as Senior Vice President of Rockefeller Group;

Office and residential development experience from his experience as Head of Washington, D.C. Region for Lend Lease Real Estate Investments; and

Extensive familiarity with D.C. area real estate by virtue of living and working in the Washington, D.C. region for 53 years



Wendelin A. White	Served as Trustee Since 2008
	Wendelin A. White serves as Chair of Morris, Manning & Martin LLP's (MMM) D.C. real estate practice and Co-Managing Partner of MMM's D.C. office. Ms. White joined Morris, Manning & Martin in 2014. Ms. White previously was a partner at Pillsbury Winthrop Shaw Pittman LLP (Pillsbury), where she practiced law since from 1981 until April 2014. Ms. White is a former member of Pillsbury's Managing Board and Compensation Committee and was the head of Pillsbury's Washington, D.C. real estate practice group. In each of the past seven years, Ms. White has been ranked by Chambers USA as a leading real estate attorney in the District of Columbia. She is also included in U.S. News - Best
Lawyers and Washington Post - Super Lawyers and in 2005 was named by Washington Business Journal as the top real estate transactional attorney in the Washington, D.C. region. Ms. White concentrates her practice on acquisitions and dispositions, development, financing, and joint ventures, including public-private partnerships, involving commercial properties in various industry segments: office, multi-family, retail, hotel and mixed use. Ms. White sits on the boards of Chevy Chase Trust Company, MedStar Georgetown University Hospital, the International Women's Forum - Washington, D.C., and The Boys & Girls Clubs of Greater Washington, is the General Counsel of the Economic Club of Washington, and is past President of Commercial Real Estate Women of Washington, D.C. Ms. White brings the following experience, qualifications, attributes and skills to the Board:

Real estate transactional experience from her involvement in numerous purchase and sale, financing, joint venture, leasing, workout and other ~~than Mr. Winns qualifies~~real estate transactions in her 34 years as a real estate attorney at MMM and previously at Pillsbury and its predecessors;

REIT industry experience from her past and current representation of other REITs in her law practice at MMM and previously at Pillsbury and its predecessors;

General legal experience from her 34 years as an ~~audit committee financial expert, as that term is defined~~attorney at MMM and previously at Pillsbury and its predecessors;

Involvement in the ~~rules~~D.C. business community, including current service as General Counsel of the ~~Securities~~Economic Club of Washington and ~~Exchange Commission (“SEC”). The Audit Committee assists~~past service as President of CREW; and

General familiarity with D.C. area real estate by virtue of living and working in the Washington, D.C. region for 34 years.

Non-Continuing Trustee

An noted above, on January 22, 2015, Thomas Edgie Russell, III, resigned from the Board in ~~oversight of financial reporting, but~~order to effectuate his retirement, with such resignation taking effect at the ~~existence~~commencement of the ~~Audit Committee does not alter the responsibilities of WRIT's management~~Annual Meeting.

Board Governance

Leadership Structure

Our President and ~~the independent accountant with respect to the accounting and control functions and financial statement presentation. For a more detailed description~~Chief Executive Officer is Paul T. McDermott. Charles T. Nason serves as our Chairman of the ~~Audit Committee's duties~~Board of Trustees and ~~responsibilities, please refer to the “Audit Committee Report” below in this Proxy Statement. The Audit Committee Charter~~ is ~~available on our website, www.writ.com, and upon written request.~~

~~Board Leadership Structure~~

independent under NYSE rules. The Board has concluded that ~~WRIT~~Washington REIT should maintain a Board leadership structure in which either the Chairman or a lead trustee is independent under the rules of the ~~New York Stock Exchange.~~NYSE. As a result, the Board adopted a Corporate Governance Guideline setting forth this ~~policy on Board leadership.~~policy. The Corporate Governance Guideline ~~which was originally adopted by the Board on October 22, 2009, and later updated on February 18, 2010 and May 18, 2010,~~ is set forth below:

The Board annually elects one of its trustees as Chairman of the Board. The current Chairman of the Board is independent under the rules of the NYSE.

preside at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent trustees;

serve as a liaison between the Chairman of the Board and the independent trustees;

approve information sent to the Board;

approve meeting agendas for the Board;

approve meeting schedules to assure that there is sufficient time for discussion of all agenda items;

call meetings of the independent trustees; and

if requested by major shareholders, consult and directly communicate with such shareholders.

In 2010, the Board elected Mr. McDaniel as Chairman. Mr. McDaniel is an independent trustee under the listing standards of the New York Stock Exchange and previously served as the lead independent trustee under the Corporate Governance Guideline above.

The Board believes the leadership structure described in ~~its~~this Corporate Governance Guideline ~~set forth above~~ is appropriate because it ensures ~~that the Board will have~~ significant independent Board leadership regardless of whether, in the future, the Chairman is independent under the rules of the ~~New York Stock Exchange.~~NYSE.

Independence

Under NYSE rules, a majority of the Board ~~Role in Risk Oversight~~must qualify as “independent.” To qualify as “independent,” the Board must affirmatively determine that the trustee has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us).

The Board has adopted a policy delineating the roles of the Board and its various committees in an ongoing risk oversight program for WRIT. As an initial matter, the Board considers actual risk monitoring and management to be a function appropriately delegated to WRIT management,determined that all trustees, with the ~~Board and its committees functioning in only an oversight role. In this oversight role, the Board's policy provides that:~~

~~the Board will coordinate all risk oversight activities~~exception of ~~the Board and its committees, including appropriate coordination with WRIT's business strategy~~

~~the Audit Committee will oversee financial reporting risk, risk relating to information technology systems and risk relating to REIT non-compliance~~

~~the Compensation Committee will oversee financial risk, financial reporting risk and operational risk, in each case arising from WRIT's compensation plans~~

~~the Corporate Governance/Nominating Committee will oversee executive succession risk and board function risk~~

~~the Investment Committee (which~~Mr. McDermott, are “independent,” as that term is ~~currently comprised of all of WRIT's trustees) will oversee risks related to WRIT's acquisitions, dispositions and developments~~

~~the Finance Committee (which is currently comprised of Messrs. Byrnes, Civera and Winns) will assist the Board in overseeing financial risk~~

~~the Board will oversee all other risks applicable to WRIT, including operational, catastrophic and financial risks that may be relevant to WRIT's business~~

~~Under its policy, the Board also involves the Audit Committee in its risk oversight functions as required by applicable New York Stock Exchange rules.~~

~~Related Party Transactions~~

~~WRIT notes the following transactions involving members of the Board of Trustees:~~

~~MedStar Health Systems is a tenant under commercial leases with WRIT entered into~~defined in the ordinary course of business. Mr. Civera serves in a board capacity (i.e., as a director and the non-executive Chairman) with MedStar Health but is not an employee, executive officer or shareholder of such organization (MedStar Health is a non-profit corporation).applicable NYSE listing standards.

Washington REIT notes that Lockheed Martin Corporation is a tenant under a commercial ~~leases~~lease with ~~WRIT~~Washington REIT entered into in the ordinary course of business. Mr. Winns serves as an employee of Lockheed Martin but is not an executive officer, board member or 1% shareholder of such company. In addition, payments from Lockheed Martin to ~~WRIT~~Washington REIT under the leasing arrangements are significantly less than 1% of either ~~WRIT's~~Washington REIT’s or Lockheed ~~Martin's 2012~~Martin’s 2014 gross

revenues.

~~Pepco Holdings, Inc. is a regulated utility in~~ Based on the ~~Washington, D.C. area and provides electric supply to WRIT's properties in~~foregoing, the ~~ordinary course of business. Mr. Golden serves in a board capacity (i.e., as a director) with Pepco Holdings, Inc., but is not an employee, executive officer or 1% shareholder of such company.~~

Board determined no material relationship exists. For the specific reasons set forth above, we believe ~~Messrs. Civera and~~Mr. Winns ~~are, and Mr. Golden was during his service, (i)~~is independent under applicable ~~New York Stock Exchange~~NYSE standards and ~~(ii)~~constitutes an “independent ~~outsiders”~~outsider” under applicable Institutional Shareholder Services (ISS) guidance.

Risk Oversight

~~When a reportable related-party transaction arises, WRIT requires the review and approval~~One of the key functions of the Board is informed oversight of our risk management process. As an initial matter, the Board considers actual risk monitoring and management to be a function appropriately delegated to Washington REIT management, with the Board and its committees functioning in only an oversight role. Our Board will administer this oversight function directly, with support from its three standing committees, the Audit ~~Committee.~~Committee, Compensation Committee and the Corporate Governance/Nominating Committee, each of which addresses risks specific to their respective areas of oversight. The Board has adopted a policy delineating the roles of the Board and its various committees in an ongoing risk oversight program for Washington REIT, providing that:

the Board will coordinate all risk oversight activities of the Board and its committees, including appropriate coordination with Washington REIT's business strategy;

the Audit Committee will ~~approve~~ oversee financial reporting risk, risk relating to information technology systems and risk relating to REIT non-compliance;

the ~~transaction only if~~Compensation Committee will oversee financial risk, financial reporting risk and operational risk, in each case arising from Washington REIT's compensation plans;

the Corporate Governance/Nominating Committee will oversee executive succession risk and board function risk;

the Investment Committee (which is currently comprised of all of Washington REIT's trustees) will oversee risks related to Washington REIT's acquisitions, dispositions and developments; and

the Board will oversee all other risks applicable to Washington REIT, including operational, catastrophic and financial risks that may be relevant to Washington REIT's business.

Under its policy, the Board also involves the Audit Committee ~~believed~~in its risk oversight functions as required by applicable NYSE rules.

Meetings

The Board held eleven meetings in 2014. During 2014, each incumbent trustee attended at least 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she has been a trustee) and the total number of meetings of all committees of the Board on which he or she served (during the periods that he or she served). All members of the ~~transaction is~~Board attended the Annual Meeting in person in 2014, except for Mr. Byrnes who joined via telephone. The Board does not have a formal written policy requiring trustees to attend the ~~best interest~~Annual Meeting, although trustees have traditionally attended.

Washington REIT's trustees who qualify as “non-management” within the meaning of ~~WRIT.~~the NYSE rules meet at regularly scheduled executive sessions without management participation. The sessions are presided over by Mr. Nason in his capacity as Chairman. In 2014, the Board met in executive session without the Chief Executive Officer six times.

Committee Governance

Our Board has an Audit Committee, ~~reviewed~~a Compensation Committee and ~~approved the foregoing transactions.~~

~~Trustee Compensation~~

~~General~~

~~For~~ ~~2012, our non-employee trustees (other than our Chairman) received an annual retainer of~~ ~~$35,000~~ ~~plus~~ ~~$1,500~~ ~~per committee meeting. Our Chairman received an annual retainer of~~ ~~$110,000~~, with no additional compensation for committee meetings attended. Our Chairman does not sit on any of our committees, but routinely attends committee meetings in the course of exercising his duties as Chairman. Our Committee Chairs also received additional retainers as follows: Audit Committee, ~~$15,000~~;a Corporate Governance/Nominating ~~Committee,~~ ~~$11,000; Compensation Committee,~~ ~~$11,000~~;Committee. The membership and ~~Finance Committee,~~ ~~$11,000. Audit Committee members were also paid an additional retainer~~the function of~~$3,750~~.

~~In addition, on December 7, 2012,~~ each of the non-employee trustees (including our Chairman) received an annual $55,000 common share grant, with the number of common shares determined by the closing price of the common shares on the date of grant. These common shares vested immediately ~~but~~these committees are ~~restricted in transfer so long as the trustee serves on the Board~~. As a result of the foregoing, our Board members may only sell their common shares received as compensation for Board service after the conclusion of their service on the Board. We believe this transfer restriction strongly promotes the alignment of our Board members' interests with the interests of our shareholders.

WRIT has approved a non-qualified deferred compensation plan for non-employee trustees which was amended and restated effective January 1, 2011. The plan allows any non-employee trustee to defer a percentage or dollar amount of his or her cash compensation or all of his or her share compensation. Cash compensation deferred will be credited with interest equivalent to the weighted average interest rate on WRIT's fixed rate bonds as of December 31 of each calendar year. The non-employee trustee may alternatively elect to designate that all of his or her retainer or all of his or her share compensation be converted into restricted share units at the market price of common shares as of the end of the applicable quarter. The restricted share units will be credited with an amount equal to the corresponding dividends paid on WRIT's common shares. Upon the expiration of a trustee's term, the compensation plus earnings can be paid in either a lump sum or in installments at thedescribed below.

513

~~discretion of the trustee. Upon a trustee's death, the trustee's beneficiary will receive a lump sum pay out. The plan is unfunded and payments are to be made from general assets of WRIT.~~

~~Trustee Compensation Table~~

~~The following table summarizes the compensation paid by WRIT to non-employee trustees for the fiscal year ended~~ ~~December 31, 2012~~.


~~(a)~~	(b)	(c)	(f)	(j)	Audit	Compensation	Corporate Governance/Nominating
Name	Fees Earned or Paid in Cash ($)	Stock Awards ⁽¹⁾ ($)	Change in Pension Value and Deferred Compensation Earnings ⁽²⁾ ($)	Total ($)
Benjamin S. Butcher					Ÿ	Ÿ
William G. Byrnes	64,250	55,012	—	119,262	Chair	Ÿ
Edward S. Civera	65,500	55,012	—	120,512	Ÿ	Chair
Terence C. Golden ⁽³⁾	67,750	55,012	735	123,497
John P. McDaniel	110,000	55,012	23,453	188,465	Ÿ		Ÿ
Charles T. Nason	59,000	55,012	19,079	133,091
Thomas Edgie Russell, III	53,750	55,012	—	108,762		Ÿ	Ÿ
Wendelin A. White	53,500	55,012	3,379	111,891		Ÿ	Chair
Vice Adm. Anthony L. Winns (RET.)	59,750	55,012	—	114,762
Vice Adm. Anthony L. Winns					Ÿ		Ÿ

Number of meetings held during 2014					5	6	4



~~Check the appropriate box:~~		o	Confidential, ~~For~~for Use of the Commission Only ~~(as~~ (as permitted by Rule 14a-6(e)(2))
o	~~Preliminary Proxy Statement~~
ýx	Definitive Proxy Statement
o¨	Definitive Additional Materials
o¨	Soliciting Material ~~Under Rule 14a-12~~		Pursuant to §240.14a-12



4)	Date Filed:

	1.	~~Amount previously paid:~~
	2.	~~Form, Schedule or Registration Statement No.:~~
	3.	~~Filing Party:~~
	4.	~~Date Filed:~~



~~Best Regards,~~Sincerely,

/s/ ~~John P. McDaniel~~Charles T. Nason
~~John P. McDaniel~~Charles T. Nason
Chairman of the Board



(a)	(b)		(c)		(f)		(j)
Name	Fees Earned or Paid in Cash ($)		Stock Awards (1) ($)		Change in Pension Value and Deferred Compensation Earnings (2) ($)		Total ($)
Benjamin S. Butcher	$	17,021	$	24,253	$	5	$	41,279
William G. Byrnes	66,500		54,991		—		121,491
Edward S. Civera	66,250		54,991		—		121,241
John P. McDaniel	53,750		54,991		24,408		133,149
Charles T. Nason	110,000		54,991		20,490		185,481
Thomas Edgie Russell, III	51,500		54,991		—		106,491
Wendelin A. White	65,500		54,991		5,017		125,508
Vice Adm. Anthony L. Winns (RET.)	53,750		54,991		—		108,741



NAME OF EXECUTIVE OFFICER	AGE	POSITION
~~William T. Camp~~Thomas Q. Bakke	5060	Executive Vice President and Chief Operating Officer
Laura M. Franklin	54	Executive Vice President, Accounting and Administration
Stephen E. Riffee	57	Executive Vice President and Chief Financial Officer
~~Laura M. Franklin~~Thomas C. Morey	5243	~~Executive~~Senior Vice President, ~~Accounting, Administration~~General Counsel and Corporate Secretary
~~Thomas C. Morey~~	41	~~Senior Vice President and General Counsel~~
~~Thomas L. Regnell~~	56	~~Senior Vice President and Managing Director, Office Division~~
~~James B. Cederdahl~~	54	~~Senior Vice President, Property Operations~~



¨	Preliminary Proxy Statement
~~Filed by a Party other than the Registrant~~ ¨	o



~~Payment of Filing Fee (Check the appropriate box):~~

	ýx	No fee required.


	o
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



		1.1)	Title of each class of securities to which transaction applies:



		2.2)	Aggregate number of securities to which transaction applies:



		3.3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


	o
¨	Fee paid previously with preliminary ~~materials:~~materials.



	o¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the ~~form~~Form or ~~schedule~~Schedule and the date of its filing.


~~(2)~~	~~Represents above market earnings on deferred compensation pursuant to the deferred compensation plan.~~


~~(3)~~	~~Mr. Golden resigned as a trustee effective March 11, 2013.~~



		4.4)	Proposed maximum aggregate value of transaction:



		5.5)	Total fee paid:



	1)	Amount Previously Paid:



	3)	Filing Party:


(1)	Aggregate options and share awards (including deferred compensation shares) held by each non-employee trustee at December 31, 2014, are as follows:



Name	Aggregate Options Held at December 31, 2014 (#)	Aggregate Share Awards including Deferred Stock as of December 31, 2014 (#)
Mr. Butcher	—	1,436
Mr. Byrnes	—	14,848
Mr. Civera	—	16,740
Mr. McDaniel	—	20,896
Mr. Nason	—	20,096
Mr. Russell	—	16,740
Ms. White	—	17,480
Mr. Winns	—	7,315


(2)	Represents above market earnings on deferred compensation pursuant to the deferred compensation plan.



NAME OF OFFICER	AGE	POSITION
Paul S. Weinschenk	4749	Managing Director and Vice President, Retail Division
Edward J. Murn	47	Managing Director, Residential Division



Thomas Q. Bakke
Executive Vice President and Chief Operating Officer
	Thomas Q. Bakke was named Executive Vice President and Chief Operating Officer of Washington REIT in April 2014. Prior to joining Washington REIT, he was Senior Managing Director at Cushman & Wakefield where he was the Market Leader for Northern Virginia since April 2013. From January 2012 to April 2013, Mr. Bakke was a consultant and operated a non-profit organization. From February 2007 to January 2012, Mr. Bakke held the position of Market Managing Director for Boston at Equity Office Properties, a national commercial real estate owner and a subsidiary of The Blackstone Group. Over his 20 plus years at Equity Office Properties in 1991, Mr. Bakke held positions with The Staubach
Company and Coldwell Banker Commercial Real Estate Services (predecessor of CBRE Group, Inc.). Mr. Bakke served in the U.S. Naval Reserve for 14 years and was a former F-14 aviator, attaining more than 1000 flight hours with direct involvement in such world crisis situations as the Iranian hostage rescue effort and the Iran-Iraq war.



Laura M. Franklin
Executive Vice President – Accounting and Administration
	Laura M. Franklin joined Washington REIT in August 1993 as Assistant Vice President, Finance. In 1995, she was named Vice President, Chief Accounting Officer and Corporate Secretary of Washington REIT. Ms. Franklin was named Senior Vice President, Accounting, Administration and Corporate Secretary in May 2002 and was promoted to Executive Vice President in June 2007. Prior to joining Washington REIT, she was employed by CohnReznick (formerly The Reznick Group), specializing in audit and tax services for real estate clients. Ms. Franklin is a Certified Public Accountant. On February 18, 2015, Ms. Franklin communicated her decision to retire from Washington REIT at the end of 2015.



Stephen E. Riffee
Executive Vice President and Chief Financial Officer
	Stephen E. Riffee joined Washington REIT as Executive Vice President and Chief Financial Officer-elect on February 17, 2015. Mr. Riffee then was elected Chief Financial Officer on March 4, 2015. Prior to joining Washington REIT, Mr. Riffee served as Executive Vice President and Chief Financial Officer for Corporate Office Properties Trust (COPT), an NYSE office REIT, from 2006 to February 2015. In this role he oversaw all financial functions, including accounting, financial planning and analysis, tax, treasury, capital markets and investor relations. Additionally, Mr. Riffee oversaw the legal department and information technology at COPT. Between 2002 and 2006, he served as Executive
Vice President and Chief Financial Officer for CarrAmerica Realty Corporation, a national NYSE public office REIT.



Thomas C. Morey
Senior Vice President, General Counsel and Corporate Secretary
	Thomas C. Morey joined Washington REIT in October 2008 as Senior Vice President and General Counsel. Prior to joining Washington REIT, he served in a business role as Chief Operating Officer of Medical Funding Services, Inc., a provider of financial and administrative services to healthcare companies, from February 2006 to September 2008. Previously, Mr. Morey was a corporate partner with Hogan & Hartson LLP, a multi-national law firm (now known as Hogan Lovells), where he focused on capital market transactions, mergers and acquisitions, strategic investments and general business matters for national and regional office, retail, residential, lodging and other REITs. From 1997 to
1998, Mr. Morey was a corporate attorney with Jones Day in Dallas, Texas. Mr. Morey is a member of the Board of Directors of the Maryland Chamber of Commerce and also serves on the Executive Committee of the Maryland Chamber of Commerce.



Edward J. Murn, IV
Managing Director, Residential Division
	Edward J. Murn, IV, joined Washington REIT in April 2013 as Managing Director, Residential Division. Prior to joining Washington REIT, he was Director of Development at The Tower Companies from September 2008 to March 2013, where he was responsible for metro D.C. area projects including The Blairs, White Flint Mall, and Tower Oaks. His previous experience was as Vice President of Multifamily Development and Team Leader at Kettler, Inc. from 2004 to 2008; as Director of Acquisitions & Development, Northeast Investment Group at Archstone-Smith Trust from 2001 to 2004; and as Director of Capital Markets at Charles E. Smith Residential Realty, Inc. from 2000 to 2001. Mr. Murn
began his professional career as a banker with Citizens Bank of Maryland and First Horizon Construction Lending. Mr. Murn is an active member of the Urban Land Institute and Johns Hopkins Real Estate Forum.



Paul S. Weinschenk, LEED AP
Managing Director and Vice President, Retail Division
	Paul S. Weinschenk, LEED AP, joined Washington REIT in February 2013 as Managing Director and Vice President, Retail Division. Prior to joining Washington REIT, he was Vice President, Retail at The Peterson Companies, a leading Washington, D.C.-based retail development company, for 16 years since 1997. Prior to that, Mr. Weinschenk worked for three years at Apple South, Inc. from 1994 to 1997 acquiring real estate for the company in a five-state area. He also worked for the Chase Manhattan Bank, N.A. in its Owned Real Estate Department from 1992 to 1994. Mr. Weinschenk's professional career began as an architect working for Dewberry. Mr. Weinschenk is an active member of the
International Council of Shopping Centers (ICSC), currently serving as State Director for Maryland, Northern Virginia and the District of Columbia.



NAME	SHARES OWNED ⁽¹⁾⁽²⁾	PERCENTAGE OF TOTAL
William G. Byrnes	8,136	0.01%
William T. Camp	53,390	0.08%
James B. Cederdahl	21,347	0.03%
Edward S. Civera	22,591	0.03%
Laura M. Franklin	79,243	0.12%
John P. McDaniel	29,446	0.04%
George F. McKenzie	120,340	0.18%
Charles T. Nason	36,927	0.06%
Thomas L. Regnell	66,006	0.10%
Thomas Edgie Russell, III	15,092	0.02%
Wendelin A. White	12,615	0.02%
Vice Adm. Anthony L. Winns (RET.)	2,994	0.00%
All Trustees and Executive Officers as a group (12 persons)	468,127	0.70%



NAME	SHARES OWNED ⁽¹⁾	PERCENTAGE OF TOTAL
Thomas Q. Bakke	21,523	*
Benjamin S. Butcher	1,448	*
William G. Byrnes	37,517	*
William T. Camp	51,594	*
Edward S. Civera	28,627	*
Laura M. Franklin	76,598	*
John P. McDaniel	27,933	*
Paul T. McDermott	56,460	*
Thomas C. Morey	43,427	*
Charles T. Nason	45,897	*
Thomas H. Nolan, Jr.	—	*
Stephen E. Riffee	—	*
Thomas Edgie Russell, III	21,054	*
Wendelin A. White	18,486	*
Vice Adm. Anthony L. Winns (RET.)	7,826	*
All Trustees and Executive Officers as a group (14 persons)	386,796	*


(1)	~~Includes common shares subject to options exercisable within 60 days, as follows: Mr. Cederdahl,~~ ~~3,384; Mr. McDaniel,~~ ~~4,000; Mr. Nason,~~ ~~2,000; and all trustees and executive officers as a group,~~ ~~9,384~~.



~~NAME~~	~~SHARES OWNED~~	~~PERCENTAGE OF TOTAL~~
~~The Vanguard Group~~ ~~100 Vanguard Blvd.~~ ~~Malvern, PA 19355~~	~~8,143,549 (1)~~	~~12.2%~~
~~BlackRock, Inc.~~ ~~40 East 52~~^nd ~~Street~~ ~~New York, NY 10022~~	~~4,925,414 (2)~~	~~7.4%~~
~~Vanguard Specialized Funds - Vanguard REIT Index Fund~~ ~~100 Vanguard Blvd.~~ ~~Malvern, PA 19355~~	~~4,390,235 (3)~~	~~6.6%~~
~~Deutsche Bank AG~~ ~~Taunusanlage 12~~ ~~60325 Frankfurt am Main~~ ~~Federal Republic of Germany~~	~~3,609,481 (4)~~	~~5.4%~~



NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP		PERCENTAGE OF CLASS
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	9,119,885	(1)	13.4%
Thornburg Investment Management Inc. 2300 North Ridgetop Road Sante Fe, NM 87506	5,722,387	(2)	8.4%
BlackRock, Inc. 40 East 52^nd Street New York, NY 10022	5,620,388	(3)	8.3%
Vanguard Specialized Funds - Vanguard REIT Index Fund 100 Vanguard Blvd. Malvern, PA 19355	4,947,164	(4)	7.3%
T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, MD 21202	4,780,720	(5)	7.0%


(2)	Based upon Schedule 13G/A filed February ~~8, 2013.~~3, 2015. Thornburg Investment Management Inc. has sole voting power with respect to 5,722,387 of these shares and sole dispositive power with respect to 5,722,387 shares.


(3)	Based upon Schedule 13G/A filed ~~February 14, 2013.~~January 23, 2015. BlackRock, Inc. has sole voting power with respect to 5,447,034 of these shares and sole dispositive power with respect to 5,620,388 of these shares.



~~CD&A Executive Summary~~
	WHAT WE DO		WHAT WE DON’T DO
~~The objectives~~	We pay for performance, with the vast majority of any executive officer’s total compensation being based on performance		Our STIP and LTIP do not provide awards that are solely based on time served (we eliminated this practice from our ~~executive compensation program are -~~STIP in 2014)

Ÿ	~~to allow WRIT to attract and retain talented executives~~
Ÿ	~~to provide incentives to achieve various financial performance objectives and strategic initiatives, and~~
Ÿ	~~to link compensation to shareholder results by rewarding competitive and superior performance.~~

The Compensation Committee designed our compensation program to reward the achievement of specific annual and long-term goals by providing the majority of compensation in the form of variable pay based on financial performance. The Compensation Committee believes this design motivates performance consistent with WRIT's short- and long-term business objectives.

~~The Compensation Committee established the following compensation matters at the beginning of 2012 -~~

Ÿ	implementation of modest salary increase of 2.9% for all officers other than the Chief Executive Officer, and an 8.7% increase for the Chief Executive Officer to adjust base salary compensation for a significant pay disparity between WRIT's chief executive and the chief executive of companiesWe use multiple performance metrics in ~~WRIT's 20-company peer group~~
Ÿ	~~establishment of challenging~~our STIP ~~guideline target performance levels for actual~~– core FFO per share, core FAD per share and same-store NOI ~~growth of $1.95, $1.63 and 1.5%, which levels were particularly challenging~~			We do not provide tax gross ups with respect to payments made in ~~the context of the ongoing slowdown~~connection with a change in ~~the commercial real estate industry~~control

~~At the end~~	We use TSR – and only TSR – in our LTIP (we started this practice in 2014)		We do not allow hedging or pledging of ~~2012, the Compensation Committee recognized results and took actions set forth below -~~our shares

Ÿ	~~recognition of actual core FFO per share, core FAD per share and same-store NOI growth performance levels of $1.89, $1.50and -0.3%, respectively~~
	¡	~~in particular, recognition that the actual core FAD per share performance level was below the guideline threshold performance level~~
Ÿ	~~recognition of the 31% cut in WRIT's dividend level made during 2012 and its impact on WRIT shareholders~~
Ÿ	in recognition of such financial performance, and in recognition of the 31% cut in WRIT dividend that occurred during 2012, the combined score for the financial goals (60% weighting) portion of the STIP was determined by the Compensation Committee atWe have implemented a ~~level of 1.0 (on a scale of 1~~clawback policy applicable to ~~3, with 3 being the highest level of achievement)~~our executives
	Á	~~the 1.0 score for the aggregate financial goals was at the lowest possible level which still permitted a payout, and was determined with no consideration~~We do not guarantee minimum STIP or ~~adjustments to account for what is widely considered to be an extensively challenged commercial real estate environment in Washington, D.C. for WRIT due to federal budget uncertainty~~
Ÿ	~~determinations of final STIP~~LTIP payouts for each executive officer which ranged from 30% to 34% less than the prior year STIP payout for such officer (except for Mr. Cederdahl who was promoted to Senior Vice President from Managing Director during 2012 and, as a result, received a 4% larger STIP payment than the prior year)
Ÿ	~~determination not to provide any~~or annual salary increases ~~to executive officers for 2013~~

~~Lastly, the Board adopted the following policies in March 2013:~~
Ÿ	~~a "clawback" policy (see "Additional Executive Compensation Matters - Clawback Policy" below)~~ We have robust share ownership guidelines (which apply to officers and Board members)		We do not pay dividends on performance-based restricted shares until the performance period ends
Ÿ	~~a hedging prohibition policy (see "Additional Executive Compensation Matters - Hedging Prohibition Policy" below")~~


•	total direct compensation should approximate the 75^th percentile of the peer group only in circumstances where management has achieved “top level performance” in operational performance and strategic initiatives.



~~Brandywine Realty~~	American Assets Trust,	~~Eastgroup Properties,~~ Inc.	~~Home~~Cousins Properties ~~Inc.~~Incorporated	~~PS Business Parks, Inc.~~

~~Corporate Office Properties Trust~~	~~Equity One Inc.~~	~~Lexington~~Mack-Cali Realty ~~Trust~~	~~Realty Income~~ Corporation

~~Cousins Properties Incorporated~~Brandywine Realty Trust	Federal Realty Investment Trust	~~Liberty Property~~Post Properties, Inc.
	Corporate Office Properties Trust	First Potomac Realty Trust	Regency Centers Corporation

~~DCT Industrial Trust Inc.~~	~~First Potomac Realty~~Camden Property Trust	~~National Retail~~Home Properties, Inc.	Saul Centers, Inc.
	Columbia Property Trust
~~Duke Realty Corporation~~	~~Highwoods Properties Inc.~~	~~Post Properties, Inc.~~Liberty Property Trust	Weingarten Realty Investors