SCHEDULE 14A
(Rule 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE DEF14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant   x

Filed by a Party other than the Registrant   o

Check the appropriate box:

x           Preliminary Proxy Statement

¨           Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

¨           Definitive Proxy Statement

¨           Definitive Additional Materials

o           Soliciting Material Under Rule 14a-12
Winthrop Realty Trust
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant):
Payment of Filing Fee (Check the appropriate box):

x           No fee required.

¨            Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)           Title of each class of securities to which transaction applies: N/A
(2)           Aggregate number of securities to which transaction applies: N/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14A-101)

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  ý

Filed by a Party other than the Registranto

Check the appropriate box:

o

Preliminary Proxy Statement

o

(3)

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

Winthrop Realty Trust

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý

No fee required.

o

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

(1)

Title of each class of securities to which transaction applies:

N/A

(2)

Aggregate number of securities to which transaction applies:

N/A

(3)

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

N/A
(4)           Proposed maximum aggregate value of transaction: N/A
(5)           Total fee paid: N/A
¨            Fee paid previously with preliminary materials:

¨

N/A

(4)

Proposed maximum aggregate value of transaction:

N/A

(5)

Total fee paid:

N/A

o

Fee paid previously with preliminary 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 Formform or Scheduleschedule and the date of its filing.

(1)

Amount Previously Paid:

N/A

(2)

Form, Schedule or Registration Statement No.:

N/A

(3)

Filing Party:

N/A

(4)

Date Filed:

N/A

(1)           Amount previously paid: N/A
(2)           Form, Schedule or Registration Statement No.: N/A
(3)           Filing Party: N/A
(4)           Date Filed: N/A

 
WINTHROP REALTY TRUST
7 Bulfinch Place
Suite 500
Boston, Massachusetts 02114
(617) 570-4614

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 2009
Dear Shareholders:
You are cordially invited to attend the 2009 Annual Meeting of Shareholders of Winthrop Realty Trust to be held Thursday, May 21, 2009, at 11:00 A.M., local time, at the 11th Floor Conference Center in the offices of Katten Muchin Rosenman, 575 Madison Avenue, New York, New York 10022, to consider and act upon the following:
1.To elect eight Trustees to our Board of Trustees to serve for a term of one year and until their respective successors shall be elected and shall qualify;
2.To amend Section 1.3 of the Declaration of Trust to clarify the purpose of the Trust;
3.To amend Section 3.3 of the Declaration of Trust to modify the indemnification rights of Trustees, officers, employees and agents of the Trust;
4.To amend Section 4.1 of the Declaration of Trust to more clearly set forth the rights of the Trust to issue shares of beneficial interest;
5.To amend Section 7.1 of the Declaration of Trust to modify the timing of the Trust’s annual meeting and permit additional persons to call special meetings of holders of beneficial interests;
6.To amend Article VIII of the Declaration of Trust to modify, among other things, the voting requirement for election of Trustees;
7.To amend Section 10.1 of the Declaration of Trust to permit certain amendments to the Declaration of Trust to be made without the consent of holders of beneficial interests;
8.To amend Article XI of the Declaration of Trust to correct inconsistencies set forth therein and to clarify the rights of the Trust;
9.To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2009 fiscal year;
10.To consider and act upon such other matters as may properly come before the Annual Meeting or any adjournment thereof.
Only holders of common shares of beneficial interests of record at the close of business on April 1, 2009 shall be entitled to receive notice of, and to vote at, the Annual Meeting, and at any adjournment or adjournments thereof.
All Shareholders are cordially invited to attend the Annual Meeting.  Whether or not you plan to attend the Annual Meeting, please complete, date and sign the enclosed proxy, which is solicited by our Board of Trustees, and mail it promptly in the enclosed envelope to make sure that your shares are represented at the Annual Meeting.  In the event you decide to attend the Annual Meeting in person, you may, if you desire, revoke your proxy and vote your shares in person.

By order of the Board of Trustees,



John Alba
Secretary

Boston, Massachusetts
April xx, 2009
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED OR AUTHORIZE YOUR PROXY BY INTERNET OR TELEPHONICALLY BY FOLLOWING THE PROCEDURES DESCRIBED ON THE ENCLOSED PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE 2009 ANNUAL MEETING. The Proxy may be revoked by you at any time by written notice to the Company prior to its exercise or by submitting a later dated or authorized proxy. Giving your proxy will not affect your right to vote in person if you attend the meeting and affirmatively indicate your intention to vote at such meeting.

WINTHROP REALTY TRUST

NOTICE OF

PROXY STATEMENT
ANNUAL MEETING OF BENEFICIARIES

TO BE HELD ON SHAREHOLDERS

MAY 16, 2006

21, 2009

TABLE OF CONTENTS
Page
GENERAL INFORMATION1
Record Date and Voting Securities1
Attending the Annual Meeting2
Solicitation of Votes2
Voting2
Quorum; Method of Tabulation2
Vote Required3
Annual Report3
PROPOSAL NO. 1 – ELECTION OF TRUSTEES3
General3
Information as to Trustees4
Recommendation of the Board6
EXECUTIVE OFFICERS7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT7
THE BOARD, ITS COMMITTEES AND OTHER CORPORATE GOVERNANCE INFORMATION9
Board Meetings9
Board Committees9
Audit Committee10
Compensation Committee10
Nominating and Corporate Governance Committee11
Conflicts Committee12
Independence of Trustees12
Meetings of Non-Management Trustees12
Communication with Trustees13
Compensation of Trustees13
CODE OF ETHICS14
COMPENSATION DISCUSSION AND ANALYSIS14
General14
Executive Compensation Principles14
Share Options/Grants14
COMPENSATION COMMITTEE REPORT15
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION15
AUDIT COMMITTEE REPORT15
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS17
AMENDMENTS TO THE DECLARATION OF TRUST…………………………………19
PROPOSAL NO. 2 – AMENDMENT TO SECTION 1.3 OF THE DECLARATION OF TRUST19
PROPOSAL NO. 3 – AMENDMENT TO SECTION 3.3 OF THE DECLARATION OF TRUST20
PROPOSAL NO. 4 – AMENDMENT TO SECTION 4.1 OF THE DECLARATION OF TRUST22
PROPOSAL NO. 5 – AMENDMENT TO SECTION 7.1 OF THE DECLARATION OF TRUST23
PROPOSAL NO. 6 – AMENDMENTS TO ARTICLE VIII OF THE DECLARATION OF TRUST23
PROPOSAL NO. 7 – AMENDMENT TO SECTION 10.1 OF THE DECLARATION OF TRUST25
PROPOSAL NO. 8 – AMENDMENTS TO SECTIONS 11.10 THROUGH 11.27 OF THE DECLARATION OF TRUST

PROPOSAL NO. 9 – SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM27
Recommendation of the Board28
Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accountant
28
SHAREHOLDER PROPOSALS28
ANNUAL REPORT28
MISCELLANEOUS28

WINTHROP REALTY TRUST
7 Bulfinch Place
Suite 500
Boston, Massachusetts 02114
(617) 570-4614
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 2009
______________
GENERAL INFORMATION

NOTICE IS HEREBY GIVEN thatWe are sending this Proxy Statement in connection with the solicitation of proxies by our Board of Trustees for the 2009 Annual Meeting of Beneficiaries (the “Meeting”) of WINTHROP REALTY TRUST (the “Trust”), an Ohio business trust, willShareholders to be held at the 11th Floor Conference Center in the offices of Katten Muchin Rosenman, 575 Madison Avenue, New York, New York 10022, on Tuesday,Thursday May 16, 200621, 2009 at 12:11:00 noon, to consider and act upon the following:

1.                                       To elect six directors to serve for a term of one year and until their respective successors shall be elected and shall qualify;

2.                                       To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Trust for the 2006 fiscal year;

3.                                       To consider and act upon such other matters as may properly come before the Meeting or any adjournment thereof.

Only holders of common shares of beneficial interests (“Beneficiaries”) of record at the close of business on March 31, 2006 shall be entitled to receive notice of, and to vote at, the Meeting, and at any adjournment or adjournments thereof.

All Beneficiaries are cordially invited to attend the Meeting. Whether or not you plan to attend the Meeting, please complete, date and sign the enclosed proxy, which is solicited by the Board of Trustees of the Trust, and mail it promptly in the enclosed envelope to make sure that your shares in the Trust are represented at the Meeting. In the event you decide to attend the Meeting in person, you may, if you desire, revoke your proxy and vote your shares in person.

By order of the Board of Trustees,

Carolyn B. Tiffany

Secretary

Boston, Massachusetts

April 11, 2006

IMPORTANT:  The prompt return of proxies will ensure that your shares will be voted.  A self-addressed envelope is enclosed for your convenience.  No postage is required if mailed within the United States.



WINTHROP REALTY TRUST

PROXY STATEMENT

ANNUAL MEETING OF BENEFICIARIES

MAY 16, 2006

This Proxy Statement and the enclosed Proxy Card are being furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of WINTHROP REALTY TRUST (the “Trust”)A.M., an Ohio business trust, to be voted at the Annual Meeting of Beneficiaries of the Trust (the “Meeting”) which will be held at the 11th Floor Conference Center in the offices of Katten Muchin Rosenman, 575 Madison Avenue, New York, New York 10022, on Tuesday May 16, 2006 at 12:00 noon, and at any adjournment or adjournments thereof, forwhich we refer to as the purposes set forth in the accompanying Notice of Annual Meeting of Beneficiaries and in“Annual Meeting”.  We are first mailing this Proxy Statement.

A Proxy, inStatement and the accompanying form which is properly executed, duly returnedof proxy to Shareholders on or about April xx, 2009.  In this Proxy Statement, all references to the “Trust,” “we,” “our” and “us” mean Winthrop Realty Trust, an Ohio business trust.  All references to “Shareholder” and not revoked, will be voted in accordance with the instructions contained therein and, in the absence of specific instructions, will be voted (i) FOR the election, as Trustees, of the six persons who have been nominated by the Board, (ii) FOR the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm“you” refer to audit and report upon the consolidated financial statements of the Trust for the 2006 fiscal year, and (iii) in accordance with the judgment of the person or persons voting the proxies on any other matter that may be properly brought before the Meeting. Each such Proxy granted may be revoked at any time thereafter by writing to the Secretary of the Trust prior to the Meeting, or by execution and delivery of a subsequent Proxy or by attendance and voting in person at the Meeting, except as to any matter or matters upon which, prior to such revocation, a vote shall have been cast pursuant to the authority conferred by such Proxy.

Holdersholder of record of theour beneficial interests designated as common interests of beneficial interest,shares, par value $1.00 per share, (the “Common Shares”),which we refer to as Common Shares.

At the meeting you will be asked to consider and vote on the following matters:
1.To elect eight Trustees to our Board of Trustees to serve for a term of one year and until their respective successors shall be elected and shall qualify;
2.To amend Section 1.3 of the Declaration of Trust to clarify the purpose of the Trust;
3.To amend Section 3.3 of the Declaration of Trust to modify the indemnification rights of Trustees, officers, employees and agents of the Trust;
4.To amend Section 4.1 of the Declaration of Trust to more clearly set forth the rights of the Trust to issue shares of beneficial interest;
5.To amend Section 7.1 of the Declaration of Trust to modify the timing of the Trust’s annual meeting and permit additional persons to call special meetings of holders of beneficial interests;
6.To amend Article VIII of the Declaration of Trust to modify, among other things, the voting requirement for election of Trustees;
7.To amend Section 10.1 of the Declaration of Trust to permit certain amendments to the Declaration of Trust to be made without the consent of holders of beneficial interests;
8.To amend Article XI of the Declaration of Trust to correct inconsistencies set forth therein and to clarify the rights of the Trust;
9.To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2009 fiscal year;
10.To consider and act upon such other matters as may properly come before the Annual Meeting or any adjournment thereof.
Record Date and Voting Securities
This Proxy Statement is being furnished to all holders of the Trust atrecord of Common Shares as of the close of business on March 31, 2006 (theApril 1, 2009, which we refer to as the “Record Date”) will be.

Only Shareholders of record as of the close of business on the Record Date are entitled to notice of and to vote at the Meeting or any adjournment or adjournments thereof.Annual Meeting.  Shareholders as of the Record Date are entitled to one vote per Common Share on each matter properly submitted at the Annual Meeting.  On the Record Date, there were issued and outstanding 40,473,79815,815,876 Common Shares.  There was no other class of voting securities outstanding at the Record Date.  However, pursuant toin accordance with the terms of the Certificate of Designations pursuant to which the Trust’swe issued our Series B-1 Cumulative Convertible Redeemable Preferred Shares of Beneficial Interest, (thewhich we refer to as “Series B-1 Shares”) were issued,, so long as there are at least 1,000,000 Series B-1 Shares outstanding the holders of the Series B-1 Shares are entitled to elect one trusteeTrustee to theour Board of Trustees.Trustees, which we refer to as the “Board”.  The Trustee elected by the holders of the Series B-1 Shares is not being voted upon at the Annual Meeting.

Each holder

Attending the Annual Meeting
If you would like to attend the Annual Meeting in person, you will need to bring an account statement or other evidence acceptable to us of ownership of your Common Shares (eachas of the close of business on the Record Date.  If you hold Common Shares in “street name” (i.e., through a “Beneficiary”bank, broker or other nominee) and collectively, “Beneficiaries”)wish to vote at the Annual Meeting, you will need to contact your nominee and obtain a proxy from your nominee and bring it to the Annual Meeting.
Solicitation of Votes
The Board is entitledsoliciting a proxy in the form accompanying this Proxy Statement for use at the Annual Meeting, and will not vote the proxy at any other meeting. Mr. Michael L. Ashner and Ms. Carolyn Tiffany, or each acting individually, are the persons named as proxies on the proxy card accompanying this Proxy Statement, who have been selected by the Board to oneserve in such capacity.  Both Mr. Ashner and Ms. Tiffany are members of the Board and executive officers of the Trust.
We will pay the cost of soliciting proxies. We have hired Mackenzie Partners, Inc. to solicit proxies.  In addition to solicitation by mail, by telephone and by e-mail or the Internet, arrangements may be made with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to their principals and we may reimburse them for their expenses in so doing.  If you hold shares in “street name” (i.e., through a bank, broker or other nominee), you will receive instructions from your nominee which you must follow in order to have your proxy authorized or you may contact your nominee directly to request these instructions.
Voting
Shareholders may vote for each Common Share held by such holder. The presence,on the matters to be voted upon at the Annual Meeting either in person at the Annual Meeting or by proxy.  If you choose to vote by proxy, you may do so in one of three ways, over the Internet, by telephone or by executing and returning the enclosed proxy card.  Once you authorize a proxy, you may revoke that proxy by (1) executing and submitting a later dated proxy card, (2) subsequently authorizing a proxy through the Internet or by telephone, (3) sending a written revocation of proxy to our Secretary at our principal executive office, 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114, or (4) attending the Annual Meeting and voting in person.  Attending the Annual Meeting without submitting a new proxy or voting in person will not automatically revoke your prior authorization of your proxy.  Only the last vote of a Shareholder will be counted.
Quorum; Method of Tabulation
The holders of a majority of the outstanding Common Shares is necessary to constitute a quorum at the Meeting. Votes cast by proxy or in person at the Meeting will be counted by the person appointed by the Trust to act as inspector of election for the Meeting. The six nominees for election as Trustees who receive the greatest number of votes properly cast for the election of Trustees shall be elected Trustees. The affirmative vote of a majority of the votes in attendance atclose of business on the Meeting (at which a quorum is present),Record Date, present in person or represented by proxy, that are properly cast is necessary to approvewill constitute a quorum for the actions described in Proposal No. 2 below.transaction of business at the Annual Meeting.  Abstentions and broker “non-votes” are included in the determination of the number of shares present at the Annual Meeting for quorum purposes but broker “non-votes” are not counted in the tabulations of the votes cast on proposals presented to Beneficiaries.Shareholders.  A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

If any other matters are properly presented at the Meeting for consideration, including, among other things, consideration of a motion to adjourn the Meeting to another time or place, the persons named

2

A proxy, in the enclosed Proxy Cardaccompanying form, which is properly executed, duly returned to us and acting thereundernot revoked, will have discretion to vote on those mattersbe voted in accordance with their best judgmentthe instructions contained therein and, in the absence of specific instructions, will be voted (i) FOR the election, as Trustees, of the eight persons who have been nominated by the Board, (ii) FOR the amendments to the same extentTrust’s Declaration of Trust, which we refer to as the person signing“Declaration of Trust”, set forth in Proposals 2 through 8, (iii) FOR the Proxy Card would be entitledratification of the selection of PricewaterhouseCoopers LLP, who we refer to vote. The Trust does not currently anticipate that any other matters will be raised atas “PwC”, as the Meeting or thatindependent registered public accounting firm to audit and report upon the Meeting will be adjourned.



The principal executive officesconsolidated financial statements of the Trust for the 2009 fiscal year, and (iv) in accordance with the judgment of the person or persons voting the proxies on any other matter that may be properly brought before the Annual Meeting.

Vote Required
The eight nominees for election as Trustees who receive the greatest number of votes properly cast for the election of Trustees shall be elected Trustees.  The affirmative vote of a majority of the votes permitted to be voted at the Annual Meeting (at which a quorum is present), present in person or represented by proxy, that are located at 7 Bulfinch Place, Suite 500, Boston, MA 02114. The approximate date onproperly cast is necessary to (i) approve each of the amendments to the Declaration of Trust described in this proxy statement and (ii) to ratify PwC as the Trust’s independent registered public accounting firm to audit and report upon the consolidated financial statements of the Trust for the 2009 fiscal year.
Annual Report
Our Annual Report to Shareholders, which includes financial statements for the fiscal year ended December 31, 2008, is being mailed together with this Proxy Statement andto Shareholders entitled to vote at the accompanying Proxy willAnnual Meeting.  The Annual Report is not to be first sent or given to Beneficiaries is April 11, 2006.

regarded as proxy soliciting material.

PROPOSAL NO. 1
ELECTION OF TRUSTEES

General
The Board currently consists of seveneight members, sixseven of which are elected by the holders of Common Shares and one of which is elected by the holders of the Series B-1 Shares.  SixThe Board has determined, in accordance with our By-laws, to increase the number of members of the Board to nine persons.  Accordingly, eight persons, which constitutes all of the members of the Board thatwho are elected by the holders of the Common Shares,Shareholders, will be elected at the Annual Meeting to serve for a term of one year and until their respective successors shall have been elected and shall qualify.  The Board of Trustees has nominated Michael L. Ashner, Bruce R. Berkowitz, Arthur Blasberg, Jr., Peter Braverman, Talton Embry, and Howard Goldberg, Thomas McWilliams, Carolyn Tiffany and Steven Zalkind for re-election as Trustees. Mr. BlasbergTrustees, and has reachednominated Lee Seidler for election to the mandatory retirement age for Trustees underBoard to fill the Trust; however,vacancy created by the Nominating and Corporate Governance Committee determined that it isincrease in the best interestnumber of members of the Trust and its beneficiaries to make an exception to this policy for Mr. Blasberg and to nominate him for re-election as a Trustee.

Beneficiaries of the TrustBoard.

Shareholders do not have cumulative voting rights with respect to the election of Trustees.  It is the intention of the persons named in the enclosed Proxy Card to vote such proxy “FOR”"FOR" the election of the named nominees for Trustee unless authorization is withheld on the Proxy Card.  Should any nominee be unable or unwilling to serve as a Trustee, which is not anticipated, it is intended that the named proxies will vote for the election of such other person or persons as they, in their discretion, may choose.

   Each of the nominees has represented that they are willing to serve as a Trustee if elected.

3

Information as to Trustee Nominees

Trustees

Set forth below is the business experience of, and certain other information regarding, the current Trustees all of whom, other than Mr. Steven Mandis, are nominees for re-election toelection as Trustees as well as Mr. Bradley Scher who is a Trustee elected by the Board.

holders of the Series B-1 Shares.  There are no family relationships among our Trustees and executive officers.

Name and month and year first
became appointed
or nominated as a Trustee of the Trust

Age

Principal Occupation during the past Five Years

Michael L. Ashner
April
2004

53

56

Mr. Ashner has been the Chief Executive Officer of the Trust since December 31, 2003 and Chairman since April 2004. Mr. Ashner also servesserved as the Executive Chairman and Chief Executive Officera trustee of NewkirkLexington Realty Trust Inc. (“Newkirk”Lexington”), a New York Stock Exchange listed real estate investment trust, from December 31, 2006 when Newkirk Realty Trust, Inc. (“Newkirk”) was merged into Lexington to March 20, 2008.  Mr. Ashner previously served as a director and the Chairman and Chief Executive Officer of Newkirk until it was merged into Lexington.  Mr. Ashner also currently serves as the Chief Executive Officer of Winthrop Realty Partners, L.P,L.P., a real estate investment and management company, positions he has held since 1996.  Mr. Ashner previously served as a director and Chief Executive Officer of Shelbourne Properties I, Inc., Shelbourne Properties II, Inc. and Shelbourne Properties III, Inc. (collectively, the “Shelbourne Entities”), three real estate investment trusts, from August 2002 until their liquidation in April 2004. Mr. Ashner serves on the Board of Directors of Newkirk, NBTY, Inc., manufacturersa manufacturer and distributor of nutritional supplements, and Atlantic Coast Entertainment Holdings, Inc., an owner and operator of the Sands casino in Atlantic City, New Jersey.

supplements.

Bruce R. Berkowitz
December 2000

47

Mr. Berkowitz has been the Managing Member of Fairholme Capital Management, L.L.C., a registered investment advisor, since June 1997 and President and Director of Fairholme Funds, Inc., a registered investment company under the Investment Company Act of 1940, since December 1999. Since December 2001, Mr. Berkowitz has also been a Director and Deputy Chairman of Olympus Re Holdings, Ltd. and Olympus Reinsurance Company, Ltd., both of Bermuda. Mr. Berkowitz is a director of White Mountains Insurance Group, Ltd., a publicly held property and casualty insurer. Mr. Berkowitz also serves as a director of TAL International Group, Inc.,

2



a publicly traded lessor of intermodel freight containers. He served as a Managing Director of Smith Barney, Inc., a subsidiary of The Travelers Inc., a diversified financial services holding company, from 1995 to May 1997.

Arthur Blasberg, Jr.
December

2003

78

81

Mr. Blasberg’sBlasberg's activities for the past five years include appointmentserving as a receiver appointed by the Superior Court in Massachusetts to serveand as a receivertrustee of various businesses, as a special master, as the trustee of a trust holding undeveloped land and a trust whose main asset was a limited partnership in a cogeneration plant.  Also, Mr. Blasberg has served as a director of several private companies.  He previously served as the receiver and liquidating trustee of The March Company, Inc., aincluding real estate investment firm which acted as the general partner and/or limited partner in over 250 limited partnershipsfirms and industrial companies.  Mr. Blasberg was a director and chairman of the audit committee of each of the Shelbourne Entities from August 2002 to their liquidation in April 2004.  Mr. Blasberg also has served as a director of several private companies.  He is an attorney admitted to practice in the Supreme Court of the United States, various federal courts and the Commonwealth of Massachusettsstate courts and served for five years in the general counsel’scounsel's office of the Securities and Exchange Commission.

Peter Braverman
April 2004

54

Mr. Braverman currently serves as the President and a director of both the Trust, a position he has held since August 2004, and Newkirk, a position he has held since Newkirk’s inception in November 2005, both of which are New York Stock Exchange listed real estate investment trusts. From January 8, 2004 to August 4, 2004, Mr. Braverman was the Executive Vice President of WRT. Mr. Braverman has been an Executive Vice President of Winthrop Realty Partners, L.P., a real estate investment and management company, since January 1996. Mr. Braverman served as a director and Executive Vice President of each Shelbourne Entity from August 2002 until their liquidation in April 2004.

Talton Embry
September
2000

59

62

Mr. Embry has been the Chairman of Magten Asset Management Corp. (“Magten”("Magten"), a private investment management company, since 1978. Mr. Embry has been associated with Magten in various capacities since 1978. Mr. Embry is also a director of National Patent DevelopmentDevelopment.

4

Name and GeoEye, Inc.

year first appointed
or nominated as a Trustee
Age
Principal Occupation during the past Five Years

Howard Goldberg
December
2003

60

63

Mr. Goldberg has been a private investor in both real estate and start-up companies and has provided consulting services to start-up companies since 1999.  From 1994 through 1998, Mr. Goldberg served as President, CEO, and Board member of Player’s International, a publicly-traded company in the gaming business prior to its sale to Harrah’sHarrah's Entertainment Inc.  From 2003 through 2005, Mr. Goldberg served as a part-time consultant to Laser Lock Technologies, Inc., LLTI.OB, a publicly-traded development stage company, engaged in the development and marketing of technologies for the prevention of product and document counterfeiting and electronic article surveillance. From 1995 through 2000, Mr. Goldberg served on the board of directors and audit committee of Imall Inc., a publicly-traded company that provided on-line shopping prior to its sale to Excite-at-Home. Mr. Goldberg served as a member of the board of directors and the audit committees of the Shelbourne Entities from August 2002 until their liquidation in April 2004.  Mr. Goldberg has been a member of the Board of Advisors of WinWin

3



Gaming, WNWN.OB, a publicly-traded development stage company, engaged in the lottery, gaming, and game entertainment business since 2003. Mr. Goldberg has a law degree from New York University and was previously the managing partner of a New Jersey law firm where he he specialized in gaming regulatory law and real estate from 1970 through 1994.

Steven G. Mandis
February 2005

Thomas F. McWilliams
2008

35

66

Mr. MandisMcWilliams is currently a managing partner and member of the investment committee of Court Square Capital Partners, a private equity company that manages approximately $6 billion in capital, a position he has held since 2006 when Court Square Capital Partners was formed.  From 1983 to 2006, Mr. McWilliams held a similar position with Citigroup Venture Capital, the private equity arm of Citigroup.

Bradley Scher
2009
48Mr. Scher is currently the ViceManaging Member of Ocean Ridge Capital Advisors, LLC, a privately held consulting firm formed in 2002 to provide financial and operating consultative services to institutional investors, boards of directors of public and private companies and to managements of public and private companies.  Prior to the formation of Ocean Ridge, Mr. Scher was a Managing Director for PPM America, Inc., managing in excess of $1 billion of investments for a special situations fund.  Previously he was a Director with TIAA-CREF in the special loans unit of the investing arm of this insurance and pension company.  Prior to TIAA-CREF, Mr. Scher was an Investment Manager in the Private Placements division of The Travelers and was a middle market lending officer with Chemical Bank, where he graduated from the bank’s highly acclaimed credit training program
Lee Seidler
2009 (nominated)
74
Dr. Seidler is currently a private investor.  Dr. Seidler serves frequently as an expert witness in accounting and finance cases for various plaintiffs and defendants as well as the U.S. Securities and Exchange Commission.  He testified in 2002 before the Senate Committee on Banking, Housing and Urban Affairs on regulation of the accounting profession and consulted with staff drafting Sarbanes-Oxley which produced the Public Company Accounting Oversight Board (PCAOB).  He was a member of the PCAOB’s Standing Advisory Group.  Mr. Seidler served as a General Partner and Senior Managing Director of Bear, Stearns & Co. from 1981 to 1989.  Dr. Seidler was elected to Institutional Investor’s” All Star" first team of financial analysts for 14 consecutive years (until his retirement) for his analysis of the impacts of accounting and financial reporting and taxes on the decisions of investors.  He was also director of the firm’s 55 person internal audit staff for two years and represented Bear, Stearns in Washington D.C. on legislative issues.  Dr. Seidler is a CPA and has been a member of the boards of directors of numerous public and private companies and has served as chair of the audit committees of these companies.  Dr. Seidler was a professor of accounting and the Price Waterhouse professor of auditing at New York University Graduate School of Business Administration for 22 years.
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Name and year first appointed
or nominated as a Trustee
Age
Principal Occupation during the past Five Years
Carolyn Tiffany
2009
42Ms. Tiffany has been the Trust’s President since January 1, 2009 and served as the Trust’s Chief Operating Officer and Secretary from January 8, 2004 to January 31, 2007.  From February 2007 through March 2008 Ms. Tiffany served as a principal and the Chief Operating Officer for High Street Equity Advisors, a private equity real estate firm.  From April 2008 to December 31, 2008, Ms. Tiffany was a private investor.  In addition, Ms. Tiffany served as the Chief Operating Officer and Secretary of Newkirk and its predecessor entities from 1996 to December 31, 2006
Steven Zalkind
2008
67Mr. Zalkind has been a principal of Resource Investments Limited, LLC (“Resource”), a real estate investment firm, since 1975 acting as either an officer of the General Partner or Managing Member in the acquisition of over 26,000 multi-family apartment units and 2,000,000 square feet of commercial shopping centers and office buildings.  Mr. Zalkind currently serves as the Chairman and Chief Executive Officer of Resource.  Mr. Zalkind was a director of each of the Shelbourne Entities from August 2002 to their liquidation in April 2004 and a director of Newkirk from November 2005 until its merger with Lexington in December 2006.
Recommendation of the Board
The Board unanimously recommends a vote in favor of the election of Messrs. Ashner, Blasberg, Embry, Goldberg, McWilliams, Seidler and Zalkind and Ms. Tiffany to the Board.  Unless otherwise indicated, the accompanying form of proxy will be voted for the nominees listed above.
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EXECUTIVE OFFICERS
All officers serve at the discretion of the Board.  Set forth below is certain information regarding our executive officers at April 1, 2009 (biographical information with respect to Mr. Ashner and Ms. Tiffany is set forth above on pages 3 and 5):
NameAgeCurrent Position
Michael L. Ashner56Chairman and Chief Executive Officer
Carolyn Tiffany42President
Peter Braverman57Executive Vice Chairman
Thomas Staples53Chief Financial Officer
John Alba38Chief Investment Officer and Secretary
Mr. Braverman currently serves as the Executive Vice Chairman of the Trust.  Mr. Braverman previously served as the President and as Trustee of the Trust.  Mr. Braverman also currently serves as the Executive Vice President of Winthrop Realty Partners, L.P., a real estate investment and management company, a position he has held since January 1996.  Mr. Braverman served as a director and President of Newkirk until it was merged into Lexington and as a director and Executive Vice President of each Shelbourne Entity from August 2002 until their liquidation in April 2004.
Mr. Staples has been our Chief Financial Officer since January 8, 2004.  Mr. Staples has been with Winthrop Realty Partners, L.P. since 1994 and has served as its Chief Financial Officer since January 1999.  He also served as the Chief Financial Officer of Newkirk until December 31, 2006 when it was merged into Lexington. Mr. Staples also served as Assistant Treasurer of the Shelbourne Entities from August 2002 until their liquidation in April 2004. Mr. Staples is a certified public accountant.
Mr. Alba was appointed our Chief Investment Officer in October 2005 and Secretary in May 2007.  He has served as a Vice President of Winthrop Realty Partners, L.P. since January 1998.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 16, 2009 (except as otherwise indicated) regarding the ownership of our Common Shares by (i) each person who is known to us to be the beneficial owner of more than 5% of the outstanding shares of our Common Shares, (ii) each Trustee and nominee for Trustee, (iii) each executive officer named herein, and (iv) all current executive officers and Trustees as a group.  Except as otherwise indicated, each such Shareholder has sole voting and investment power with respect to the shares beneficially owned by such Shareholder.
Name and Address
of Halcyon StructuredBeneficial Owner
Position with
the Trust
Amount and Nature of
Beneficial Ownership
Percent
of Class
FUR Investors, LLC (1)
FUR Holdings LLC
WEM-FUR Investors LLC
 
--2,442,000 15.4%
John Alba (1)
Chief Investment Officer
 
--(4)(4)
Michael L. Ashner(1)
Chairman and CEO
 
2,532,256(2)16.0%
Arthur Blasberg, Jr. (3)
 
Trustee28,000 *
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Name and Address
of Beneficial Owner
Position with
the Trust
Amount and Nature of
Beneficial Ownership
Percent
of Class
Peter Braverman(1)
 
Executive Vice Chairman6,166(4)(4)
Talton Embry (5)
 
Trustee232,255(5)1.5%
Howard Goldberg (3)
 
Trustee48,619 *
Thomas F. McWilliams(3)
Trustee
 
-- *
Bradley E. Scher(3)
 
Trustee-- *
Lee Seidler
Trustee Nominee
 
2,000 *
Thomas Staples(3)
 
Chief Financial Officer--(4)(4)
Carolyn Tiffany(3)
 
President and Trustee9,410 *
Steven Zalkind(3)
 
Trustee10,613 *
All Trustees, Trustee nominees and executive officers as a group
 
 2,870,319 18.1%
Fairholme Capital Management, LLC(6)
Bruce R. Berkowitz
 
--1,699,160(6)10.4%(6)
Abrams Capital, LLC (7)
Pamet Capital Management, LLC
Pamet Capital Management, L.P.
David Abrams
 
--1,499,998(7)9.5%
The Vangaurd Group Inc.(8)
 
--947,114(8)6.0%
Barclays Global Investors, NA(9)
 
--820,393(9)5.2%
*Less than 1%
(1)The address for each of FUR Investors LLC, FUR Holdings LLC, WEM-FUR Investors LLC, Mr. Alba, Mr. Ashner and Mr. Braverman is Two Jericho Plaza, Wing A, Suite 111, Jericho, NY 11753
(2)Comprised of 2,442,000 shares owned by FUR Investors LLC, 60,256 shares held directly by Mr. Ashner and 30,000 shares held by The Ashner Family Evergreen Foundation, a New York not for profit corporation (the “Foundation”). Mr. Ashner is the managing member of WEM-FUR Investors LLC, the managing member of FUR Holdings, LLC, the sole member of FUR Investors LLC. As such, Mr. Ashner may be deemed to beneficially own all shares owned by Investors.  Mr. Ashner is a director of the Foundation and, as such, may be deemed to beneficially own all shares owned by the Foundation.
(3)The address for each of Messrs. Blasberg, Goldberg, McWilliams, Scher, Staples and Zalkind and Ms. Tiffany is c/o of Winthrop Realty Trust, 7 Bulfinch Place, Suite 500, Boston, MA 02114.
(4)Messrs. Alba, Braverman, and Staples are members of WEM-FUR Investors LLC, the managing member of FUR Holdings, LLC, the sole member of FUR Investors LLC.  Accordingly, Messrs. Alba, Braverman and Staples have an indirect pecuniary interest in approximately 25,396.8, 60,073.2 and 29,304, respectively, of the Common Shares owned by FUR Investors LLC.  However, Messrs. Alba, Braverman and Staples do not exercise investment control over the shares held by FUR Investors LLC.  Accordingly, Messrs. Alba, Braverman and Staples are not deemed to beneficially own any of such shares under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended.
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(5)
The address for Mr. Embry is c/o Magten Asset Management L.P. (“Halcyon”)Corp., an investment management firm based in7 East 89th Street, New York, City.New York 10128.  The number of shares reported consists of (i) 192,698 shares held in an IRA for the benefit of Mr. Mandis joined HalcyonEmbry, (ii) 20,687 shares held in 2004.  Prior to joining Halcyon,an IRA for the benefit of Mr. MandisEmbry’s spouse, (iii) 11,880 shares held by Mr. Embry’s son who had workedshares a residence with Mr. Embry, and (iv) 7,960 shares held by Mr. Embry’s daughter who shares a residence with Mr. Embry.  Amount excludes 31,652 shares owned in discretionary accounts in which Mr. Embry has no pecuniary interest.
(6)The address for Fairholme Capital Management, LLC (“Fairholme”) and Mr. Berkowitz is c/o Fairholme Capital Management, LLC, 4400 Biscayne Boulevard, 9th Floor, Miami, FL 33137.  Number of shares includes 444,444.48 Common Shares issuable upon the conversion of the 400,000 Series B-1 Shares held by Fairholme.  Percentage based on outstanding Common Shares at Goldman Sachs since 1992, acted as a portfolio manager in its Special Situations InvestingMarch 16, 2009 plus 444,444 Common Shares issuable upon conversion of the 400,000 Series B-1 Shares held by Fairholme.  Information is derived from the 13-G/A filing by Fairholme and Mr. Berkowitz with the SEC on February 13, 2009.
(7)The address for Abrams Capital, LLC, Pamet Capital Management, LLC, Pamet Capital Management, L.P. and David Abrams (collectively, “Abrams”) is c/o Pamet Capital Management, L.P., 222 Berkeley Street, 22nd Floor, Boston, MA 02116.  Information is derived from the 13-G/A filing by Abrams with the SEC on February 13, 2009.
(8)The address for The Vanguard Group a multi-billion dollar proprietary investing area within Goldman Sachs’ Fixed Income Division.  Before joiningInc. (“Vanguard”) is 100 Vanguard Avenue, Malvern, Pennsylvania 19355.  Information is derived from the Fixed Income Division, Mr. Mandis worked in Goldman Sachs’ Principal Investment Area and Mergers & Acquisitions Department.

13-G filing by Vanguard with the SEC on February 13, 2009.

(9)The address for Barclays Global Investors, NA. (“Barclays”) is 400 Howard Street, San Francisco, California 94105.  Information is derived from the 13-G filing by Vanguard with the SEC on February 2, 2009.
OTHER CORPORATE GOVERNANCE INFORMATION
Board Meetings
During 2008, the Board met or acted through written consent 24 times.  Each of the Trustees attended either in person or telephonically 75% or more of the aggregate number of meetings of the Board and Board committees on which the Trustee served in 2008.  It is the policy of the Board to have all members of the Board in attendance at the Annual Meeting, of Beneficiaries, or if unavailable to attend in person, to make arrangement, if possible, to participate by telephone or video conference.  All members of the Board attended, either in person or by telephone conference call, the 20052008 Annual Meeting of Beneficiaries.

Shareholders.

Board MeetingsCommittees
The Declaration of Trust and Committees

During 2005, the Board met or acted through written consent 24 times. Each Trustee attended either in person or telephonically all of the meetings other than Mr. Ashner and Mr. Berkowitz who each did not attend one meeting and Mr. Mandis who did not attend four meetings.

The Trust’sour By-laws give the Board the authority to delegate its powers to a committee appointed by the Board.  All committees are required to conduct meetings and take action in accordance with the directions of the Board and the provisions of the Trust’sour By-laws. The Board has appointed four standing committees: an audit committee, a compensation committee, a nominating and corporate governance committee, and a conflicts committee.  Certain of the committees’committees' principal functions are described below.

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Audit Committee

The Audit Committee:

                  reviews annual and quarterly consolidated financial statements with the Trust’s management and independent registered public accountants;

                  recommends the appointment and reviews the performance, independence, and fees of the Trust’s independent registered public accountants and the professional services they provide;

                  oversees the Trust’s system of internal accounting controls and the internal audit function; and

                  discharges such other responsibilities specified in the listing standards of the New York Stock Exchange for audit committees.

·reviews annual and quarterly consolidated financial statements with our management and independent registered public accounting firm;
·recommends the appointment and reviews the performance, independence, and fees of our independent registered public accounting firm and the professional services they provide;
·oversees our system of internal accounting controls and the internal audit function; and
·discharges such other responsibilities specified in the listing standards of the New York Stock Exchange for audit committees.
The Board has adopted a written charter for the Trust’s Audit Committee, which is available at the Trust’sour website www.firstunion-reit.net, under the link “Corporate Governance”. A printed copy of the charter is also available to any Beneficiary who requests it in writing to the Trust’s Secretary at the Trust’s headquarters.

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The Audit Committee consists of Arthur Blasberg, Jr. (Chairman), Bruce Berkowitz and Howard Goldberg. The Audit Committee held four meetings during the 2005 fiscal year. All members of the Audit Committee and a representatives of the Trust’s independent registered public accountants attended either in person or by telephone conference call all meetings of the Audit Committee. On March 8, 2006, the Audit Committee met with the independent registered public accountants of the Trust to discuss the Trust’s 2005 consolidated and combined financial statements.

For further information with respect to the Audit Committee, see “AUDIT COMMITTEE REPORT” which begins on page 8 of this Proxy Statement.

Compensation Committee

The Compensation Committee:

                  recommends to the Board the compensation policies and arrangements for the Trust’s officers and advisors and affiliates;

                  ensures appropriate oversight of the Trust’s executive compensation programs and human resources policies;

                  will, as appropriate, report to Beneficiaries on the Trust’s executive compensation policies and programs; and

                  discharges such other responsibilities specified in the listing standards of the New York Stock Exchange for compensation committees.

The Board has adopted a written charter for the Trust’s Compensation Committee, which is available at the Trust’s website www.winthropreit.com, under the link “Corporate Governance”.  A printed copy of the charter is also available to any BeneficiaryShareholder who requests it in writing to the Trust’s Secretary at 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114.

From January 1, 2008 through March 14, 2008, the Trust’s headquarters.

During 2005, the CompensationAudit Committee consisted of Talton EmbryArthur Blasberg, Jr. (Chairman), Bruce Berkowitz Arthur Blasberg, Jr.,and Howard GoldbergGoldberg.  Following Mr. Berkowitz’ resignation as a Trustee effective March 14, 2008, and Steven Mandis.Mr. Zalkind’s election as Trustee on March 17, 2008, Mr. Zalkind was appointed to the Audit Committee.  The CompensationAudit Committee held fourmeets periodically throughout the year both through formal meetings duringand written consents as well as through informal discussions as necessary.  During the 20052008 fiscal year, which werethe Audit Committee met or acted through unanimous written consent six times.  All members of the Audit Committee attended either in person or by telephone conference call by all members of the Compensation Committee.

For further information with respect to the Compensation Committee, see “COMPENSATION COMMITTEE REPORT” which begins on page 9 of this Proxy Statement.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee:

                  reviews the qualifications of current and potential Trustees including determining whether they are “independent” under the listing standards of the New York Stock Exchange;

                  reviews each Trustee’s continued service on the Board;

                  reviews outside activities of Board members and resolves any issue of possible conflict of interest;

                  considers nominees for trustees of the Trust submitted in writing to the Chairman of the Nominating Committee (along with other information submitted in accordance with the Trust’s By-laws and Declaration of Trust), which are submitted by executive officers of the Trust, current Trustees, search firms engaged by the Nominating Committee, if any, by others in its discretion and, nominees for trustee proposed by a Beneficiary in accordance with the terms of the Trust’s By-laws and Declaration of Trust;

                  considers proposals submitted by Beneficiaries for inclusion in the Trust’s Annual General Meeting proxy statement if they are submitted in writing to the Chairman of the Nominating Committee at the principal address of the Trust in accordance with the provisions of the Trust’s By-laws and Declaration of Trust and so long as the submitting Beneficiary meets the qualifications and complies with the procedures provided in the proxy rules of the Securities and Exchange Commission. All such proposals shall be accompanied by information with respect to the submitting shareholder sufficient for the committee to determine whether such qualifications are met;

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                  reviews any other Beneficiary communications intended for management of the Trust or the Board of Trustees or an individual Trustee and the Nominating Committee shall determine, in its discretion, considering the identity of the submitting Beneficiary and the materiality and appropriateness of the communication, whether, and to whom within the Trust, to forward the communication;

                  recommends nominations for members of the Board;

                  reviews and assesses the adequacymeetings of the Audit Committee’sCommittee other than one meeting which Mr. Berkowitz did not attend.  Representatives of PwC, our independent registered public accounting firm for the year ended December 31, 2008, attended all meetings of the Audit Committee.  The Audit Committee met on February 24, February 26 and Compensation Committee’s charters; and

                  dischargesMarch 3, 2009 with representatives of PwC to discuss our 2008 consolidated financial statements.

The Board has concluded that each member of the Audit Committee is “financially literate” as such other responsibilities specifiedterm is defined in the listing standards of the New York Stock Exchange for nominating and corporate governance committees.

The Board has adopted a written charter for the Trust’s Corporate Governance and Nominating Committee, which is available at the Trust’s website www.winthropreit.com, under the link “Corporate Governance”. The Board has also adopted Corporate Governance Guidelines which is also available at the Trust’s website www.winthropreit.com, under the link “Corporate Governance. A printed copy of the charter and the guidelines are also available to any Beneficiary who requests it in writing to the Trust’s Secretary at the Trust’s headquarters.

The Nominating and Corporate Governance Committee consists of Bruce Berkowitz (Chairman), Arthur Blasberg, Jr., Talton Embry and Howard Goldberg. The Nominating and Corporate Governance Committee held             meetings during the 2005 fiscal year which were attended in person or by telephone conference call by all members of the Compensation Committee.

Conflicts Committee

In November 2005, the Board determined to establish a Conflicts Committee. The Conflicts Committee :

                  considers and approves, on behalf of the Trust, all material transactions that relate to conflicts of interests between the Trust and its affiliates, on the one hand, and (i) FUR Advisors (and any successor advisor), Michael Ashner, and any of their affiliates, (ii) Newkirk, The Newkirk Master Limited Partnership, or Apollo Real Estate Investment Fund III, L.P. or any of their respective affiliates, (iii) a beneficial owner of more than 4.9% of the issued and outstanding Common Shares, either directly or upon the conversion of any preferred shares of beneficial interest in the Trust, or (iv) a beneficial owner of more than 4.9% of any other entity in which the Trust holds a 10% or greater interest;

                  advises the Board on actions to be taken by the Trust or matters related to the Trust upon request of the Board, which may include conflicts of interest.

The Board has adopted a written charter for the Trust’s Conflicts Committee, which is available at the Trust’s website www.winthropreit.com, under the link “Corporate Governance”. A printed copy of the charter is also available to any Beneficiary who requests it in writing to the Trust’s Secretary at the Trust’s headquarters.

The Conflicts Committee consists of Bruce Berkowitz, Arthur Blasberg, Jr. (Chairman), Talton Embry and Howard Goldberg. The Conflicts Committee held one meeting during the 2005 fiscal year which was attended by telephone conference call by all members of the Compensation Committee.

Audit Committee Financial Expert

The Securities and Exchange Commission (the “SEC”) has adopted rules implementing Section 407 of the Sarbanes-Oxley Act of 2002, requiring public companies to disclose information about “audit committee financial experts.”  The Board has concluded that Mr. Blasberg, the chairman of the Audit Committee, meets the SECSecurities and Exchange Commission definition of “audit"audit committee financial expert”expert".  The Trust isWe are currently in compliance with the listing requirements of the New York Stock Exchange relating to audit committee qualification, and the Board has determined that its Audit Committee possesses sufficient financial expertise to effectively discharge its obligations.

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For further information with respect to the Audit Committee, see “AUDIT COMMITTEE REPORT” which begins on page 15 of this Proxy Statement.
Compensation Committee
The Compensation Committee:
·recommends to the Board the compensation policies and arrangements for our officers, Trustees, advisors and affiliates;
·discharges such other responsibilities specified in the listing standards of the New York Stock Exchange for compensation committees; and
·reviews the “Compensation Discussion and Analysis” section of this Proxy Statement set forth on page 14 of this Proxy Statement and issues its report which can be found on page 15 of this Proxy Statement.
The Board has adopted a written charter for the Compensation Committee, which is available at our website www.winthropreit.com, under the link “Corporate Governance”.  A printed copy of the charter is also available to any Shareholder who requests it in writing to the Trust’s Secretary at 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114.
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From January 1, 2008 through March 14, 2008, the Compensation Committee consisted of Talton Embry (Chairman), Bruce Berkowitz, Arthur Blasberg, Jr., Howard Goldberg and Steven Mandis.  From March 17, 2008 through November 11, 2008, the Compensation Committee consisted of Talton Embry (Chairman), Arthur Blasberg, Jr., Howard Goldberg, Steven Mandis and Steven Zalkind.  Effective November 11, 2008, the Compensation Committee was reconstituted and Messrs. Embry (Chairman), McWilliams and Zalkind were appointed as the only members of the Compensation Committee.  The Compensation Committee acted through unanimous written consent twice during the 2008 fiscal year.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee:
·reviews the qualifications of current and potential Trustees including determining whether they are “independent” under the listing standards of the New York Stock Exchange;
·reviews each Trustee's continued service on the Board;
·reviews outside activities of Board members and resolves, to the extent not referred to the Conflicts Committee, any issue of possible conflict of interest related thereto;
·considers nominees for Trustees submitted in writing to the Chairman of the Nominating Committee (along with other information submitted in accordance with our By-laws and the Declaration of Trust), which are submitted by our executive officers, current Trustees, search firms engaged by the Nominating Committee, if any, by others in its discretion and, nominees for Trustee proposed by a Shareholder in accordance with the terms of our By-laws and the Declaration of Trust;
·considers proposals submitted by Shareholders for inclusion in the proxy statement for our Annual Meeting of Shareholders if they are submitted in writing to the Chairman of the Nominating Committee at our principal address in accordance with the provisions of our By-laws and the Declaration of Trust and so long as the submitting Shareholder meets the qualifications and complies with the procedures provided in the proxy rules of the Securities and Exchange Commission.  All such proposals shall be accompanied by information with respect to the submitting Shareholder sufficient for the committee to determine whether such qualifications are met;
·reviews any other Shareholder communications intended for our management unless such communication is directed to a specific Trustee or Trustees;
·recommends nominations for members of the Board;
·reviews and assesses the adequacy of the charters of the Audit Committee, Compensation Committee and Conflicts Committee; and
·discharges such other responsibilities specified in the listing standards of the New York Stock Exchange for nominating and corporate governance committees.
The Board has adopted a written charter for the Corporate Governance and Nominating Committee, which is available at our website www.winthropreit.com, under the link “Corporate Governance”.  The Board has also adopted Corporate Governance Guidelines which is also available at our website www.winthropreit.com, under the link “Corporate Governance.”  A printed copy of the charter and the guidelines are also available to any Shareholder who requests it in writing to the Trust’s Secretary at 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114.
From January 1, 2008 through March 14, 2008, the Nominating and Corporate Governance Committee consisted of Bruce Berkowitz (Chairman), Arthur Blasberg, Jr., Talton Embry and Howard Goldberg.  Following Mr. Berkowitz’ resignation as a Trustee effective March 14, 2008, Mr. Goldberg was appointed the Chairman of the Nominating and Corporate Governance Committee.  Effective November 11, 2008, the Nominating and Corporate Governance Committee was reconstituted and Messrs. Goldberg (Chairman), Blasberg, Embry and McWilliams were appointed as the only members of the Nominating and Corporate Governance Committee.  The Nominating and Corporate Governance Committee met or acted through unanimous written consent two times during the 2008 fiscal year.  All members of the Nominating and Corporate Governance Committee attended either in person or by telephone conference call all meetings of the Nominating and Corporate Governance Committee.
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Conflicts Committee
In November 2005, the Board determined to establish a Conflicts Committee.  The Conflicts Committee:
·considers and approves, on behalf of the Trust, all material transactions that relate to conflicts of interests between us and our affiliates, on the one hand, and (i) FUR Advisors LLC, which we refer to as “FUR Advisors”, our external advisor (and any successor advisor), Michael Ashner, and any of their affiliates, (ii) Lexington Realty Trust, The Lexington Master Limited Partnership, or Apollo Real Estate Investment Fund III, L.P. or any of their respective affiliates, (iii) a beneficial owner of more than 4.9% of the issued and outstanding Common Shares, either directly or upon the conversion of any of our preferred shares of beneficial interest, or (iv) a beneficial owner of more than 4.9% of any other entity in which we hold a 10% or greater interest; and
·advises the Board on actions to be taken by us or matters related to us upon request of the Board or the Nominating or Corporate Governance Committee, which may include conflicts of interest.
The Board has adopted a written charter for the Conflicts Committee, which is available at our website www.winthropreit.com, under the link “Corporate Governance”.  A printed copy of the charter is also available to any Shareholder who requests it in writing to the Trust’s Secretary at 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114.
The Conflicts Committee consists of all non-management Trustees of the Board.  At each meeting, the members of the Conflicts Committee choose a presiding member for such meeting, based upon the topics to be discussed.  The Conflicts Committee held three meetings during the 2008 fiscal year which was attended either in person or by telephone conference call by all members of the Conflicts Committee.
Independence of Trustees

Pursuant to the Nominating and Corporate Governance Committee’s Charter, the Committee undertook its annual review of directorTrustee independence in March 2006.2009.  During this review, the Committee considered transactions and relationships between each Trustee or any member of his or her immediate family and the Trust and its subsidiaries and affiliates, including those reported under “Certain Relationships and Related Transactions” below. The Committee also examined transactions and relationships between Trustees or their affiliates and members of the Trust’sour senior management or their affiliates.  The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the Trustee is independent.

independent in accordance with Section 303A.02(a) and (b) of the listing standards of the New York Stock Exchange.  In particular, the Committee reviewed with counsel responses given by the Trustees in their Trustee Questionnaires, asked counsel if it was aware of any relationships between the Trustees and us or our affiliates and reviewed the bright-line independence tests set forth in Section 303A.02(b).

As a result of this review, the Board affirmatively determined that each of Messrs. Berkowitz, Blasberg, Embry, Goldberg, McWilliams, Scher, Seidler and MandisZalkind are independent of the Trust and its management in accordance with Sections 303.01(B)(2)(a)Section 303A.02(a) and (3)(b) of the listing standards of the New York Stock Exchange.  Mr. Ashner and Mr. BravermanMs. Tiffany are not considered independent because of their acting as our executive officers of the Trust as well as their ownership interest in FUR Advisors LLC (“FUR Advisors”), the Trust’s outside advisor.Advisors.  See “Certain Relationships and Related Transactions” below.

Compensation of Trustees

The Trust’s current non-employee Trustees, Messrs. Berkowitz, Blasberg, Embry, Goldberg and Mandis each receive $30,000 annually for their services as Trustees. In addition, each member of the audit committee will receive $500 for each committee meeting they attend and the chairman of the Audit Committee receives an additional $25,000 annually. Trustees of the Trust who are also officers of the Trust receive no compensation for serving on the Board. However, all Trustees are reimbursed for travel expenses and other out-of-pocket expenses incurred in connection with their service on the Board.

Communication with Trustees;

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Meetings of Non-Management Directors

Beneficiaries wishing to communicate with the Board may do so either in person at the Meeting or by mail. Mail addressed to the Trustees can be sent to: Winthrop Realty Trust, 7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114, Attn: Secretary, indicating it to be a correspondence to a particular member(s) of the Board or the Board in its entirety. All mail received will be opened and screened for security purposes.

The mail will then be logged in, and all mail other than mail determined by the Trust’s primary outside corporate counsel to be trivial or obscene will be forwarded to the particular Trustee in question or to the Board in its entirety, as requested in the beneficiary’s correspondence in question. Trivial items will be delivered to the Trustees at the next scheduled Board meeting. Obscene items will not be forwarded.

Prior to or following every meeting of the Board, the Trust’s non-management Trustees meet without management present.present from time and time as they deem appropriate including, without limitation, prior to or following every regular quarterly meeting of the Board.  There is not a predetermined non-management Trustee who presides over all such meetings.  At each meeting, the non-management Trustees choose a presiding member for such meeting, based upon the topics to be discussed.  “Non-management”"Non-management" Trustees are all those Trustees who are not executive officers, and may include Trustees who are not considered to be independent under regulations issued by the SEC or the New York Stock Exchange.  The Trust’sOur current non-management Trustees are: Bruce Berkowitz,  Arthur Blasberg, Jr., Talton Embry, Howard Goldberg, Thomas McWilliams, Bradley Scher and Steven Mandis.

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Zalkind.

Communication with Trustees

Shareholders and any other interested party wishing to communicate with the Board may do so in one of four ways: in person at our annual Shareholders meeting, by mail, by telephone or via the internet.  Any Shareholder can mail correspondence to any Trustee, or the Board as a whole, by addressing it to our outside general counsel, Post Heymann & Koffler, LLP, Two Jericho Plaza, Wing A, Suite 211, Jericho, New York 11753, Attention:  David J. Heymann.  After the mail is opened and screened for security purposes, it will be logged in, and (other than mail that Mr. Heymann determines to be trivial or obscene) then forwarded to the particular Trustee identified, or the Board as a whole, as requested in the Shareholder's correspondence.  Trivial items will be delivered to the Trustees at the next scheduled Board meeting.  Obscene items will not be forwarded.
AUDIT COMMITTEE REPORTShareholders and any other interested party wishing to communicate only with non-management Trustees may do so in the manner described above or by calling toll free at 866-241-4955 or via the internet through the Investor Relations page on our website, www.winthropreit.com.

  All communications through the toll-free number or our website are forwarded solely to Mr. Heymann and will be handled in the same manner as written correspondence described above.

Compensation of Trustees
The following istable sets forth a summary of the compensation received by our non-officer Trustees during 2008:

 
Name
 Fees Earned or Paid in Cash Stock Awards Option Awards All Other Compensation 
 
Total
           
Bruce Berkowitz(1) $11,750 - - - $11,750
Arthur Blasberg, Jr. $79,000 - - - $79,000
Talton Embry $30,000 - - - $30,000
Howard Goldberg $49,000 - - - $49,000
Steven Mandis(2) $30,000 - - - $30,000
Thomas McWilliams(3) $22,500       $22,500
Bradley Scher(4) - - - - -
Steven Zalkind(5) $35,750 - - - $35,750

(1)           Resigned as a Trustee effective March 14, 2008.
(2)           Resigned as a Trustee effective November 11, 2008
(3)           Elected as a Trustee effective May 21, 20062008
(4)           Elected as a Trustee effective February 12, 2009
(5)           Elected as a Trustee effective March 17, 2008.
The current non-officer Trustees, Messrs. Blasberg, Embry, Goldberg, McWilliams,, Scher and Zalkind, each receive $30,000 annually for their services as Trustees.  In addition, each member of the audit committee received $15,000 for serving on the Audit Committee Report. The membersin 2008, $500 for each committee meeting they attend and the chairman of the Audit Committee receives an additional $30,000 annually.  Trustees who are also our officers receive no compensation for serving on the dateBoard.  However, all Trustees are reimbursed for travel expenses and other out-of-pocket expenses incurred in connection with their service on the Board.
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CODE OF ETHICS
We have adopted a Code of Ethics, which is applicable to all Trustees and our executive officers, including the principal executive officer, the principal financial officer and the principal accounting officer, as well as FUR Advisors and its employees.  The Code of Ethics can be obtained upon request from our Secretary and at our website www.winthropreit.com under the link “Corporate Governance”.
COMPENSATION DISCUSSION AND ANALYSIS
General
As described above under “Board of Trustees-Board Committees-Compensation Committee” on pages 10-11 of this Proxy Statement, the Compensation Committee is responsible for recommending to the Board the compensation policies and arrangements for the Trust's officers, Trustees, advisors and affiliates.  The Compensation Committee acts pursuant to the Compensation Committee Charter and is comprised of three members who were independent within the meaning of Section 303A.02 of the listing standards of the New York Stock Exchange.  A copy of the Compensation Committee Charter is available upon request from the Trust’s Secretary at 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114 and at our website www.winthropreit.com.
Executive Compensation Principles
We do not provide any remuneration to our executive officers and do not have any direct employees.  We retain FUR Advisors to provide substantially all of our asset management, accounting and investor services.
At present, the Compensation Committee reviews annually the terms of the advisory agreement with FUR Advisors to determine their consistency with market terms and whether the retention of an outside advisor is more favorable to us than retaining direct employees.  The Compensation Committee reviews the fees payable to FUR Advisors in comparison to the general and administration costs of other public real estate investment trusts.  Based on its review, the Compensation Committee recommended to the Board that the advisory agreement with FUR Advisors be renewed.
In light of the recent market downturn and resulting decline in value to our shareholders equity, FUR Advisors made a proposal to the Compensation Committee during the first quarter of 2009 to reduce the base management fee.  The proposal was approved by the Compensation Committee, the result of which will be to reduce the fees payable to FUR Advisors in 2009 by approximately $2,445,000.
If we were to retain our executive officers directly, the Compensation Committee would, in making its compensation recommendations to the Board likely consider (1) the potential holding periods of our assets, (2) the number of individual investments held by us, (3) the amount of asset management required with respect to our assets, (4) our overall investment prospects and our short and long-term business plan, and (5) with respect to a specific executive officer, such officer's responsibilities, experience and overall performance.  The Compensation Committee would further seek to attract and retain highly qualified executives and to motivate them to work together as a team to maximize our financial performance on an annual and long-term basis thereby resulting in increased shareholder value.
Share Options/Grants
From March 2005 to May 2007, we did not maintain any share option or share grant plans in effect pursuant to which we could issue options.  In May 2007, our Shareholders approved the Winthrop Realty Trust 2007 Long Term Incentive Plan pursuant to which share options or share grants can be granted.  No such share options or share grants were granted during the year ended December 31, 2008.
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COMPENSATION COMMITTEE REPORT
The Compensation Committee is comprised entirely of independent directors.  The Compensation Committee has reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Members of the Compensation Committee
Talton Embry (Chairman)
Thomas McWilliams
Steven Zalkind
The preceding “Compensation Committee Report” shall not be deemed soliciting material or to be filed with the Securities and Exchange Commission, nor shall any information in this report be incorporated by reference into any past or future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate it by reference into such filing.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There were Arthur Blasberg, Jr., Bruce Berkowitz and Howard Goldberg.

no relationships among members of the Compensation Committee, members of the Board or our executive officers who served during our 2008 fiscal year that require disclosure under Item 407(e)(4) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.  All current members of the Compensation Committee are considered independent under our Corporate Governance Guidelines.

AUDIT COMMITTEE REPORT
The Audit Committee acts pursuant to the Audit Committee Charter, as revised in January 2004, and is comprised of three members who are independent within the meaning of Section 303A.02 of the listing standards of the New York Stock Exchange.  A copy of the Audit Committee Charter can be obtained upon request from the Trust’sour Secretary at 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114 and at the Trust’s website (www.winthropreit.com).

www.winthropreit.com.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the accounting firm engaged as the Trust’sTrust's independent registered public accountants.accounting firm.  Management is responsible for the Trust’sTrust's internal controls and financial reporting process.  The independent registered public accountants areaccounting firm is responsible for performing an independent audit of the Trust’sTrust's consolidated and combined financial statements in accordance with generally accepted auditing standards and for issuing a report thereon and expressing opinionsan opinion on the effectiveness of the Trust’s internal control over financial reporting and on management’s assessment of the effectiveness of the Trust’s internal control over financial reporting.  The Audit Committee’sCommittee's responsibility is to oversee these processes.

In carrying out these responsibilities, the Audit Committee meets each quarter and several other times during the year to, among other things:

                                          monitors

monitor preparation of, and reviews, the quarterly and annual financial reports by the Trust’s management;

                                          supervisessupervise the relationship between the Trust and its independent registered public accountants,accounting firm, including having direct responsibility for their appointment, compensation and retention; reviewing the scope of their audit services; approving non-audit services; and confirming the independence of the independent registered public accountants;accounting firm;
review and

                                          oversees discuss the Trust’s policies with respect to risk assessment and risk management; and

oversee management’s implementation and maintenance of effective systems of internal and disclosure controls, including review of the Trust’s policies relating to legal and regulatory compliance, ethics and conflicts of interestsinterest and review of the Trust’s internal auditing program.

15

In this context, the Audit Committee has met and held discussions with management and Deloitte & TouchePricewaterhouseCoopers LLP, the Trust’s independent registered public accountantsaccounting firm for 2005,2008, regarding the fair and complete presentation of the Trust’s financial results and the assessment of the Trust’s internal control over financial reporting.  The Audit Committee has discussed significant accounting policies applied by the Trust in its consolidated financial statements, as well as alternative treatments.  Management represented to the Audit Committee that the Trust’s consolidated and combined financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed the consolidated and combined financial statements with management and the independent registered public accountants.

accounting firm.

The Audit Committee met, discussed and reviewed with Deloitte & TouchePricewaterhouseCoopers LLP all matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communication with Audit Committees), including the quality of the Trust’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements..  The Audit Committee also discussed with Deloitte & TouchePricewaterhouseCoopers LLP matters relating to its independence, including a review of audit and non-audit fees and the written disclosures and letter from Deloitte & TouchePricewaterhouse Coopers LLP to the Audit Committee pursuant to Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), “Communication"Communication with Audit Committees”Committees".  The Audit Committee also has considered whether Deloitte & TouchePricewaterhouseCoopers LLP’s provision of non-audit services to the Trust is compatible with the auditor’sits independence.  The Audit Committee has concluded that Deloitte & TouchePricewaterhouseCoopers LLP is independent from the Trust and its management. With and without management present, the Audit Committee discussed and reviewed the results of Deloitte & Touche LLP’s examination of the Trust’s financial statements for the year ended December 31, 2005.

The Audit Committee reviewed and discussed Trust policies with respect to risk assessment and risk management.

8



The Audit Committee discussed with the Trust’s internal auditor and the independent registered public accountantsaccounting firm the overall scope and plans for their respective audits.  The Audit Committee met with the internal auditor and the independent registered public accountants,accounting firm, with and without management present, to discuss the results of their examinations of the Trust’s consolidated financial statements for the year ended December 31, 2008, the evaluations of the Trust’s internal controls, and the overall quality of the Trust’s financial reporting.

In reliance upon the Audit Committee’sCommittee's reviews and discussions referred to above and the Audit Committee’sCommittee's review of the representations of management, and the report of the independent registered public accountants to the Audit Committee,accounting firm, the Audit Committee recommended that the Board of DirectorsTrustees include the audited consolidated and combined financial statements in the Trust’sTrust's Annual Report on Form 10-K for the year ended December 31, 2005,2008, as filed with the Securities and Exchange Commission.  The Audit Committee believes that it has satisfied its responsibilities under its charter.

For the Trust’s 2006 fiscal year, the Audit Committee recommended Deloitte & Touche LLP for approval by the Board.

Members of the Audit Committee

Arthur Blasberg, Jr. - Chairman

Bruce Berkowitz

(Chairman)

Howard Goldberg

Steven Zalkind
The preceding “Report of the Audit Committee”“Audit Committee Report” shall not be deemed soliciting material or to be filed with the Securities and Exchange Commission, nor shall any information in this report be incorporated by reference into any past or future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Trust specifically incorporates it by reference into such filing.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The following is the March 8, 2006 Compensation Committee Report on Executive Compensation. The members

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Compensation Committee on the date of such report were Bruce Berkowitz, Arthur Blasberg, Jr., Talton Embry, Howard Goldberg and Steven Mandis.

The Compensation Committee acts pursuant to the Compensation Committee Charter and is comprised of four members who were independent within the meaning of Section 303A.02 of the listing standards of the New York Stock Exchange. A copy of the Compensation Committee Charter is available upon request from the Trust’s Secretary and at the Trust’s website (www.winthropreit.com).

Executive Compensation Principles

The Trust does not provide any remuneration to its executive officers. The Trust has retained FUR Advisors to provide substantially all asset management, accounting and investor services for the Trust. If the Trust were to retain its executive officers directly, the Compensation Committee would, in making its compensation recommendations to the Board consider (1) the potential holding periods of the Trust’s assets, (2) the number of assets owned by the Trust, (3) the business plan with respect to such assets, the amount of asset management required with respect to the assets, (4) the overall investment prospects of the Trust and short and long-term business plan of the Trust, and (5) with respect to a specific executive officer, such officer’s specific responsibilities, experience and overall performance. The Compensation Committee reviews annually the terms of the Advisory Agreement with FUR Advisors to determine their consistency with market terms and whether the retention of an outside advisor is more favorable to the Trust than retaining direct employees of the Trust. Based on its review , the Compensation Committee recommended to the Board that the Advisory Agreement with FUR Advisors be renewed.

9



Policy with Respect to Qualifying Compensation for Deductibility

Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), a publicly held company, such as the Trust, will not be entitled to a Federal income tax deduction for compensation paid to the chief executive officer or any one of the other four most highly compensated officers of the Trust to the extent that compensation paid to such officer exceeds $1 million in any fiscal year, unless such compensation is subject to certain exceptions set forth in the Code for compensation that qualifies as performance based. If the Trust were to compensate its executive officers directly, the Board and the Compensation Committee would consider Section 162(m) in structuring compensation for the Trust’s executive officers; however, the Board or the Compensation Committee may, where it deems appropriate, implement compensation arrangements that do not satisfy the exceptions to Section 162(m).

Members of the Compensation Committee

Bruce Berkowitz

Arthur Blasberg, Jr.

Talton Embry

Howard Goldberg

Steven Mandis

The preceding “Report of the Compensation Committee” shall not be deemed soliciting material or to be filed with the Securities and Exchange Commission, nor shall any information in this report be incorporated by reference into any past or future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Trust specifically incorporates it by reference into such filing.

EXECUTIVE OFFICERS

All officers serve at the discretion of the Board. Set forth below is certain information regarding therequires our executive officers, Trustees and persons who beneficially own greater than 10% of a registered class of our equity securities to file certain other officers ofreports which we refer to as “Section 16 Reports” with the Trust at March 1, 2005 (biographical informationSecurities and Exchange Commission with respect to Messrs. Ashnerownership and Braverman is set forth abovechanges in ownership of our Common Shares and other equity securities.  Based solely on pages 2 and 3):

Name

Age

Current Position

Michael L. Ashner

53

Chairman and Chief Executive Officer

Peter Braverman

54

President

Carolyn Tiffany

39

Chief Operating Officer and Secretary

Thomas Staples

50

Chief Financial Officer

John Alba

35

Chief Investment Officer

Ms. Tiffany has been our Chief Operating Officer and Secretary since January 8, 2004. Since December 1997, Ms. Tiffany has served as the Chief Operating Officer of Winthrop Realty Partners, L.P. Ms. Tiffany also served as Vice President, Treasurer, Secretary and Chief Financial Officerreview of the Shelbourne EntitiesSection 16 Reports furnished to us as well as written representations from August 2002 until their liquidation in April 2004. In addition, Ms. Tiffany is the Chief Operating Officercertain reporting persons, our officers, Trustees and Secretary of Newkirk.

Mr. Staples has been our Chief Financial Officer since January 8, 2004. Mr. Staples, has beengreater than 10% beneficial owners, such persons have complied with Winthrop Realty Partners, L.P. since 1994 and has served as its Chief Financial Officer since January 1999. Mr. Staples is also the Chief Financial Officer of Newkirk. Mr. Staples also served as Assistant Treasurer of the Shelbourne Entities from August 2002 until their liquidation in April 2004. Mr. Staples is a certified public accountant.

Mr. Alba was appointed our Chief Investment Officer in October 2005. Mr. Alba has served as a Vice President of Winthrop Realty Partner, L.P. since January 1998.

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all Section 16(a) requirements applicable to them.
16


EXECUTIVE COMPENSATION

The current executive officers receive no remuneration from the Trust.

Option Grants in Fiscal 2005

The Trust has a 1999 Long Term Incentive Performance Plan pursuant to which the Board may, in its discretion, grant options exercisable for Common Shares. On March 2, 2005, the Board amended the plan to provide for no further issuance of options under this plan. No options were granted during the year ended December 31, 2005.

Compensation Committee Interlocks and Insider Participation

There were no relationships among members of the Compensation Committee, members of the Board or the Trust’s executive officers who served during our 2005 fiscal year that require disclosure under Item 402(j) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Trust’s are administered by

FUR Advisors LLC (“FUR Advisors”)administers our business pursuant to the terms of the Advisory Agreement.an advisory agreement.  FUR Advisors is controlled by and partially owned by the Trust’sour executive officers.  Pursuant to the terms of the Advisory Agreement,advisory agreement, FUR Advisors is responsible for providing asset management services to the Trustus and coordinating with the Trust’s shareholderour Shareholder transfer agent and property managers.  Effective as of January 1, 2005,During 2008, the terms of the Advisory Agreement were modified to provide that the quarterly base management fee payable to FUR Advisors for providing such services would equalequaled the lesser of an asset based fee or an outstanding equity based fee. fee as determined in accordance with the terms of the advisory agreement which are calculated as follows:
·Asset based fee equals 1% of our gross asset value up to $100,000,000, 0.75% of our gross asset value between $100,000,000 and $250,000,000, 0.625% of our gross asset value between $250,000,000 and $500,000,000 and 0.50% of our gross asset value in excess of $500,000,000 (in light of the net lease nature of our 16 net lease properties, FUR Advisors agreed to reduce its fee for these properties to 0.25% of the gross asset value for the portion of that portfolio that is subject to leverage).
·
Equity based fee equals (i) 1.5% of our issued and outstanding equity securities plus (ii) .25% of any equity contribution by a third party to a joint venture managed by us.  For purposes of the equity based calculation, the 6,211,783 Common Shares outstanding at January 1, 2005 are to be valued as follows: $11.50 (FUR Investors LLC’s tender offer price in its December 2003 tender offer) with respect to 5,211,783 Common Shares and $13.00 (the purchase price paid by FUR Investors LLC) with respect to the 1,000,000 Common Shares acquired on December 31, 2003.  Our Common Shares issued upon the conversion of our Series A Preferred Shares were valued at $25.4125 per Common Share, the conversion price. 1
In general,March 2009 the base management fee was modified effective as of January 1, 2009.  As modified, the asset based fee wascalculation has been eliminated and the original fee set forth in the Advisory Agreement which is calculated as follows: 1% of the Trust’s gross asset value up to $100,000,000, 0.75% of the Trust’s gross asset value between $100,000,000 and $250,000,000, 0.625% of the Trust’s gross asset value between $250,000,000 and $500,000,000 and 0.50% of the Trust’s gross asset value in excess of $500,000,000 (in light of the net leased nature of 16 of the net leased properties acquired in the Finova transaction, FUR Advisors agreed to reduce its fee for these properties to 0.25% of the gross asset value for the portion of that portfolio that is subject to leverage). Prior to the amendment to the Advisory Agreement on January 1, 2005, the asset based fee included a loan servicing fee not exceeding commercially reasonable rates approved by a majority of the independent members of the Board, for providing administrative and clerical services with respect to loans made by the Trust to third parties.

The equity based fee is calculated as follows: (i) 1.5%based on a price of the Trust’s issued and outstanding equity securities plus (ii) .25% of any equity contribution by a third party to a joint venture managed by the Trust. For purposes of the equity based calculation, the 31,058,913$11.00 per Common SharesShare outstanding at January 1, 2005 are valued as follows: $2.30 (FUR Investors LLC’s tender offer price in its December 2003 tender offer) with respect to 26,058,913 Common Shares31, 2008 and $2.60 (the purchase price paid by FUR Investors LLC)$25.00 per Series B-1 Share with respect to the 5,000,0001,496,000 Series B-1 Shares outstanding after giving effect to the repurchases of Series B-1 Shares during the fourth quarter of 2008 and the first quarter of 2009.  Any additional future conversions, redemptions or repurchases of the Series B-1 Shares will not reduce the base equity for purposes of the base management fee calculation.  The fee with respect to any future issuances of Common Shares acquiredor preferred shares of beneficial interest will be based on the issuance price.

FUR Advisors is also entitled to receive (i) property and construction management fees at commercially reasonable rates as determined by the independent Trustees and (ii) an incentive fee.  The incentive fee entitles FUR Advisors to receive (a) an amount equal to 20% of all distributions paid on our Common Shares after December 31, 2003. The Trust’s Series A Preferred Shares were valued2003 in excess of the Threshold Amount, hereinafter defined, and, (b) upon the termination of the advisory agreement, an amount equal to 20% of our “liquidation value” in excess of the Threshold Amount at their liquidation preference amount of $25 per share until their conversion into Common Shares on February 7, 2006, at which time the Common Shares issuedtermination date.  As defined in connection therewith are valued at $5.0825 per Common Share. All preferred and common shares issued subsequentthe advisory agreement, the Threshold Amount is equal to January 1, 2005 are to be valued at(x) $71,300,000, increased by the net issuance price including any commonof all of our Common Shares, with an adjustment for preferred shares converted, issued after December 31, 2003, and decreased by the redemption price of all our Common Shares redeemed after December 31, 2003, plus (y) a return on the amount, as adjusted, set forth in connection with the conversion of the preferred shares.

In addition(x) equal to the foregoing modification, regardless of whether the asset based or equity based methodology is used, the reimbursement to FUR Advisors of up to $100,0007% per annum for the costs associated with the employment of one or more asset managers has been eliminated.

In connection with the acquisition of the shares in Newkirk in November 2005, the Advisory Agreement was modifiedcompounded annually. The incentive fee is reduced by any direct damages to provide the Trust with a credit against the payment of the quarterly base fee payable to FUR Advisors equal to 80% of the incentive management fee,us if any, payable by Newkirk to NKT Advisors LLC (“NKT Advisors”), Newkirk’s external advisor and an affiliate of FUR Advisors, under the advisory agreement between

11



Newkirk and NKT Advisors. Inis terminated by us for cause.   No incentive fee was payable during the event that the credit exceeds the fee payable by the Trust to FUR Advisors, the excess is carried forward to subsequent quarters in the same year with any excess at year end being paid to the Trust by FUR Advisors. FUR Holdings LLC, which owns 100% of FUR Advisors and 80% of NKT Advisors, has effectively guaranteed any payments.

Effective February 1, 2004, ended December 31, 2008.

Winthrop Management L.P. (formerly known as Kestrel Management L.P.), an affiliate of FUR Advisors and the Trust’sour executive officers, assumedprovides property management responsibilities for Circle Tower.certain of our properties.  Pursuant to the terms of the property management agreement, Winthrop Management L.P. receives a fee equal to 3% of the monthly revenues of Circle Tower, which fee has been approved by the independent Trustees, and is less than the amount paid to the prior property management company.

such properties.

____________________
1All share amounts and prices give effect to the one for five reverse stock split effected in December 2008.

The following table sets forth the fees and reimbursements paid by the Trustus for the yearyears ended December 31, 20052008, 2007 and 2006 to FUR Advisors and Winthrop Management L.P. (in thousands):

Asset Management (1)

 

$

2,066

(3)

Loan Servicing Fee (1)

 

 

Property Management (2)

 

44

 

Reimbursement (1)

 

 


  2008  2007  2006 
Asset Management (1) $5,616,000 (3) $5,263,000 (4) $3,681,000 (5)
Property Management (2) 264,000  269,000  217,000 
Construction Management (2) 23,000  9,000  - 

(1) Payable to FUR Advisors

(2) Payable to Winthrop Management L.P.

(3) Determined using the equity based method

Before credit of $1,763,000, described below

(4) Before credit of $189,000, described below
(5) Before credit of $4,400,000, described below
In connection with the issuanceresignation by Michael L. Ashner, the Trust’s Chairman and Chief Executive Officer, as an officer and Trustee of Lexington which was effective March 20, 2008, the Trust consented to FUR Advisors entering into a consulting agreement with Lexington pursuant to which FUR Advisors was to provide consulting services to Lexington through December 31, 2008.  For providing these services, FUR Advisors was entitled to a fee of $1,500,000, which we refer to as the “Consulting Fee”, which was to be paid in monthly installments of approximately $167,000, and the Trust received a credit against the base management fee payable by the Trust to FUR Advisors equal to the Consulting Fee.  Accordingly, the Trust received a credit of $1,500,000 for the year ended December 31, 2008.
WRP Sub-Management LLC, which we refer to as “WRP Sub-Management”, an affiliate of FUR Advisors, has been retained to provide accounting, collateral management and loan brokerage services to Lex-Win Concord LLC, which we refer to as Concord, and its subsidiaries.  WRP Sub-Management received reimbursement of direct and indirect expenses totaling $1,402,000 and $2,571,000 for the years ended December 31, 2008 and 2007, respectively, in accordance with the terms of the Trust’s Series B-1 Shares in February 2005,agreement.  Of these amounts, $526,000 and $378,000 were paid to reimburse it for costs associated with providing accounting and other “back-office” services for the benefit of Concord, which we refer to as the “Affiliate Amount”.  Because the Trust soldpays an advisory fee to Fairholme Capital Management, LLC,FUR Advisors whereas the other member in Concord does not, the advisory fee payable to FUR Advisors by the Trust is reduced by 50% of the Affiliate Amount to ensure equal treatment of the Trust with respect to the reimbursements paid by Concord.  For the years ended December 31, 2008 and 2007, the Trust received and utilized a credit of $263,000 and $189,000, respectively, against the base management fee.
In connection with the merger of Newkirk with and into Lexington Corporate Properties Trust, the advisory agreement between NKT Advisors (an affiliate of FUR Advisors) and Newkirk was terminated, and NKT Advisors received a payment of $5,500,000 attributable to its incentive fee.  As a result of the incentive fee being paid by Newkirk and in accordance with our advisory agreement with FUR Advisors, we received a $4,400,000 credit (80% of total fee paid) to be utilized on a go forward basis in offsetting the quarterly advisory fees payable under the advisory agreement or in cash if the credit was not fully utilized. We utilized $3,241,000 and $1,159,000 of this amount to offset the base management fee payable for the years ended December 31, 2007 and 2006, respectively.  As of December 31, 2007, we had fully utilized the credit to offset future base management fees.

AMENDMENTS TO THE DECLARATION OF TRUST
The Board has approved the amendments to the Declaration of Trust set forth below, and is recommending each of these amendments to Shareholders for approval.  In the description of each proposal below, the applicable Section of the Declaration of Trust is presented after giving effect to the relevant proposal.  Pursuant to the Declaration of Trust, each amendment proposed under Proposals 2 through 8 requires the affirmative vote of a majority of the Common Shares outstanding on the Record Date.  Unless otherwise indicated, the accompanying form of proxy will be voted FOR adoption of Proposals 2 through 8.
PROPOSAL NO. 2
AMENDMENT TO SECTION 1.3 OF THE DECLARATION OF TRUST
Section 1.3 of the Declaration of Trust sets forth the purpose provision of the Trust.  Over time the Declaration of Trust has been modified to permit the Trust to invest in effectively all types of real estate related assets and to mortgage, pledge or otherwise encumber such assets.  Accordingly, although the current Section 1.3 is rather broad, it does not specifically encompass all of the various rights of the Trust set forth elsewhere in the Declaration of Trust.  As a result, the Board has approved, subject to obtaining the consent of a majority in interest of the Common Shares, an entityamendment to the Declaration of Trust to modify Section 1.3 of the Declaration of Trust so that it encompasses all of the various rights of the Trust to acquire all types of real estate related assets and to mortgage, pledge or otherwise encumber such assets found elsewhere in which Bruce Berkowitz, a Trustee,the Declaration of Trust.  Accordingly, your consent is sought to amend Section 1.3 of the Declaration of Trust to read in its entirety as follows:
Section 1.3.                      Purposes of the Trust.
Notwithstanding anything to the contrary contained in this Declaration of Trust, the purposes of the Trust hereby created shall be:
(1)           To engage in the real estate business (including, without limitation, the acquisition, holding, improving, leasing, selling, mortgaging and otherwise encumbering real property and personal property associated therewith, equity and debt securities in entities whose primary business is the managing member, 400,000 Series B-1 Shares.real estate business and loans and other debt instruments secured, directly or indirectly, by real estate related assets of entities whose primary business is the real estate business);
(2)           To receive the income, interest, rents and profits thereof, and to reinvest them or distribute them, in accordance with the provisions of this Declaration of Trust, to the holders of beneficial interests in the Trust; to acquire, own, hold, use, lease, mortgage, pledge, exchange and dispose of property of all kinds, wherever situated, including shares of stock, bonds, debentures, notes, scrip, securities, interests in real estate, evidences of indebtedness, contracts and obligations of any corporation, association, firm or individual;
(3)           To enter into, promote or conduct any kind of business, contract or undertaking and for such purpose to acquire, take over and dispose of any or all of the assets of any corporation, association, firm or individual, to assume their rights and liabilities, guarantee or become surety for the performance of their obligations, and participate in any way in their affairs;
(4)           To possess and exercise without restriction as fully as a natural person might do all of the powers and authorities conferred upon or permitted to real estate investment trusts under the laws of the State of Ohio; and
(5)           To engage in any lawful act or activity for which real estate investment trusts may be formed under the laws of the State of Ohio; and to do any and all things incidental to the accomplishment of the purposes hereinbefore set forth or incidental to the protection and benefit of the Trust.

Recommendation of the Board
The Board unanimously recommends a vote in favor of Proposal No. 2.
PROPOSAL NO. 3
AMENDMENT TO SECTION 3.3 OF THE DECLARATION OF TRUST
Section 3.3 of the Declaration of Trust sets forth the rights of the Trustees, officers, employees and agents of the Trust to be indemnified by the Trust.  In addition,reviewing Section 3.3 as well as the indemnification provisions set forth in the charter documents of other real estate investment trusts, the Board sought to more fully set forth the indemnification rights of Trustees, officers, employees and agents in a manner consistent with the indemnification rights provided by the Trust in the past.  In this regard, the Board approved, subject to obtaining the consent of a majority in interest of the Common Shares, an amendment to the Declaration of Trust to modify Section 3.3 of the Declaration of Trust which:  (i) more clearly provides that expenses incurred by a person entitled to indemnification will be advanced by the Trust as incurred so long as (1) such person provides an undertaking to repay any amounts if it is determined that indemnification is not permitted and (2) there is not substantial evidence indicating that such person will not be entitled to indemnification; (ii) provides that a plea, judgment, settlement, conviction or similar event with respect to or by a person entitled to indemnification is not a presumption that such person acted not in good faith or in a manner he or she reasonably believed not to be in or opposed to the best interests of the Trust; (iii) provides that if a person is entitled to be indemnified, such person will be indemnified for the costs of enforcing the indemnity obligations; and (iv) that the Trust may purchase and maintain insurance to cover its indemnification obligations.
Accordingly, your consent is sought to amend Section 3.3 of the Declaration of Trust to read in its entirety as follows:
Section 3.3.   Trustee’s Liability to Trust and Beneficiaries - Indemnification and Expense - Bond and Security.
The Trust shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Trust, by reason of the fact that such person is or was a trustee, officer, employee or agent of the Trust, or is or was serving at the request of the Trust as a trustee, officer, employee, or agent of another trust, corporation, nonprofit or for profit, partnership, limited liability company, joint venture, or other enterprise, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Trust, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which was reasonably believed to be in or not opposed to the best interests of the Trust, and with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.
The Trust shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Trust to procure a judgment in its favor by reason of the fact that such person is or was a trustee, officer, employee or agent of the Trust, or is or was serving at the request of the Trust as a trustee, officer, employee, or agent of another trust, corporation, nonprofit or for profit, partnership, limited liability company, joint venture, or other enterprise against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection with the Trust’s Series B-1 Sharesdefense or settlement of such action or suit if such person acted in February 2005,good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Trust, soldexcept that no indemnification shall be made in respect of any claim, issue or matter as to investment funds (“Halcyon Funds”)which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Trust unless, and only to the extent that the Court of Common Pleas, or the court in which Steven Mandis, onesuch action or suit was brought shall determine upon application that, despite the adjudication of our Trustees, isliability, but in view of all the Vice Chairman and Chief Investment Officercircumstances of the investment advisor,case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Common Pleas or such court shall deem proper.

To the extent that a totaltrustee, officer, employee, or agent has been successful on the merits or otherwise in defense of 880,000 Series B-1 Shares. Inany action, suit, or proceeding referred to in this Section 3.3, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith or in connection with enforcing such person’s rights hereunder.
Expenses, including attorneys’ fees, incurred in defending any action, suit, or proceeding referred to in this Section 3.3 shall, absent substantial evidence indicating that such person shall not be entitled to indemnification hereunder, be paid by the issuanceTrust as incurred by such person in advance of the final disposition of such action, suit, or proceeding as authorized by the Trustees in any specific case upon receipt of an undertaking by or on behalf of the trustee, officer, employee, or agent to repay such amount, in the event that it shall ultimately be determined that such person was not entitled to be indemnified by the Trust as authorized in this Section 3.3.
The indemnification provided by this Section 3.3 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under this Declaration of Trust or the By-laws or any agreement, vote of Beneficiaries or disinterested trustees, or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
In order to carry out the intent and purposes of this section, and to assure the Trust’s performance of its obligations hereunder, the Trust shall have the power to enter into agreements with such trustees, officers, employees or agents as may be designated by the Trustees, without specific approval thereof by the Beneficiaries.  The terms of any such agreements need not be identical to the terms of any other such agreement and any such agreement which had been entered into may subsequently be amended or changed by mutual agreement of the parties thereto, without specific approval thereof by the Beneficiaries.
The Trust shall have the power to dedicate the assets of the Trust to establish arrangements for funding its indemnification obligations under this section, including but not limited to depositing assets in trust funds, obtaining bank letters of credit in favor of indemnified persons or entities, establishing specific reserve accounts and otherwise funding special self-insurance arrangements for these purposes.
The Trust may purchase and maintain insurance an behalf of any person who is or was a trustee, officer, employee, or agent of the Trust, or is or was serving at the request of the Trust as a trustee, officer, employee, or agent of another Trust, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity, or arising out of said status of such person, whether or not the Trust would have the power to indemnify such person against such liability under the provisions of this Section 3.3 or applicable law.
No Trustee shall be obligated to give any bond or surety or other security for the performance of any duties.

Recommendation of the Board
The Board unanimously recommends a vote in favor of Proposal No. 3.
PROPOSAL NO. 4
AMENDMENT TO SECTION 4.1 OF THE DECLARATION OF TRUST
Section 4.1 of the Declaration of Trust sets forth the rights of the Trust to issue beneficial interests in the Trust as well as provides for the initial transfer agent and registrar of the Trust.  The Board has approved, subject to obtaining the consent of a majority in interest of the Common Shares, an amendment to the Declaration of Trust to modify Section 4.1 of the Declaration of Trust which more clearly sets forth (i) the rights of the Common Shares and (ii) the ability of the Trust to issue beneficial interests of such classes, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as the Trustees deem advisable.  Accordingly, your consent is sought to amend Section 4.1 of the Declaration of Trust to read in its entirety as follows:
Section 4.1.                                Shares $1 Par Value; Non-Assessable and Not Limited in Number.
The total number of shares of beneficial interest of all classes which the Trust has the authority to issue is unlimited with a par value $1.00 per share.  All such shares shall be non-assessable and non-redeemable.  At the date hereof, the Trust has issued and outstanding common shares of beneficial interest which are referred to as “Common Shares,” and preferred shares of beneficial interest, issuable in one or more series, which are referred to as “Preferred Shares.”  Shares of the following series of Preferred Shares are outstanding on the date hereof: “Series B-1 Cumulative Convertible Redeemable Preferred Shares” (the “Series B-1 Preferred Shares”).  The Trustees may classify and reclassify any unissued common or preferred shares of beneficial interest by setting or changing, in any one or more respects, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of such shares of beneficial interest.
The following is a description of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the Common Shares of the Trust:
(1)           Each Common Share shall have one vote; and, except as otherwise provided in respect of any other class of shares hereunder classified or reclassified, the exclusive voting power for all purposes shall be vested in the holders of the Common Shares.  Common Shares shall not have cumulative voting rights.
(2)           Subject to the provisions of law and any preferences of any shares of beneficial interest of the Trust, dividends or other distributions, including dividends or other distributions payable in shares of another class of the Trust’s Series B-1shares, may be paid on the Common Shares at such time and in June 2005,such amounts as the Trust sold 56,000 Series B-1Trustees may deem advisable.
The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of any series of Preferred Shares to Halcyon Funds.

CODE OF ETHICS

The Trust has adoptedshall be set forth in a Codecertificate of Ethics, which are applicable to alldesignations approved by the Trustees and executive officersreferencing this Declaration.


Recommendation of the Board
The Board unanimously recommends a vote in favor of Proposal No. 4.
PROPOSAL NO. 5
AMENDMENT TO SECTION 7.1 OF THE DECLARATION OF TRUST
Section 7.1 of the Declaration of Trust provides for the timing of the Trust’s annual meeting and the right to request that a special meeting of the Trust’s beneficiaries be called.  The Board has approved, subject to obtaining the consent of a majority in interest of the Common Shares, an amendment to the Declaration of Trust to modify Section 7.1 of the Declaration of Trust to provide that (i) the Trust’s annual meeting is to be held in the month of May which has traditionally been the month in which the annual meeting has been held, (ii) makes clear that the Trust’s Board of Trustees will be elected at the annual meeting, as well as any other business properly brought before the meeting, and (iii) in addition to the persons or groups of persons currently entitled to call a special meetings of beneficiaries, the Trust’s Chairman of the Board, Chief Executive Officer and President may also call for a special meeting of the beneficiaries.  Accordingly, your consent is sought to amend Section 4.1 of the Declaration of Trust to read in its entirety as follows:
Section 7.1.                                Annual and Special Meetings Call.
An annual meeting of the Beneficiaries will be held during the month of May at such date and time as may be designated from time to time by the Trustees, at which meeting the Beneficiaries will elect Trustees to succeed those Trustees whose terms expire at such meeting and will transact such other business as may be brought properly before the meeting in accordance with the By-laws and/or applicable law.
Special meetings of Beneficiaries may be called by (i) the Chairman of the Board, (ii) the Chief Executive Officer, (iii) the President, (iv) a majority of the Trustees acting with or without a meeting, or (v) the holders of record of not less than twenty-five percent (25%) of the voting power of the Trust and entitled to vote on any proposal to be submitted at said meeting.  In the event the annual meeting is not held or if Trustees are not elected thereat, a special meeting may be called and held for that purpose.
Recommendation of the Board
The Board unanimously recommends a vote in favor of Proposal No. 5.
PROPOSAL NO. 6
AMENDMENTS TO ARTICLE VIII OF THE DECLARATION OF TRUST
Article VIII of the Declaration of Trust sets forth a number of provisions relating to the Trustees including the principal executive officer, the principal financial officernumber of Trustees, votes required to elect a Trustee, filling of vacancies, Board committees and the principal accounting officer, as well as FUR Advisors,ability of Trustee’s to engage in other business activities.  The Board has approved, subject to obtaining the Trust’s outside advisor. The Codeconsent of Ethics can be obtained upon request from the Trust’s Secretary and at the Trust’s website www.winthropreit.com under the link “Corporate Governance”.

12



PERFORMANCE GRAPH

The following graph compares the cumulative return amonga majority in interest of the Common Shares, certain amendments to Article VIII.  The most substantive change to Article VIII is to provide that in order for a peer group index,Trustee to be elected as Trustee such person must receive both (i) the Morgan Stanley REIT Indexvote of at least a majority of the outstanding shares entitled to vote and (ii) a number of votes sufficient to place such person in the Standard & Poor’s 500 Stock Index,top number of vote getters equal to the Board seats to be filled.  Currently, for a person to be elected as a Trustee such person need only receive a number of votes sufficient to place such person in the top number of vote getters equal to the Board seats to be filled.  The following summarizes the changes, if any, to each Section in Article VIII (the full text of Article VIII after giving effect to this proposal No. 6 is set forth in Exhibit A hereto):

23

Declaration of Trust SectionProposed Declaration of Trust Changes
8.1.  Number of TrusteesEliminate provision permitting an entity to serve as a Trustee.
8.2  Election of Trustees; Term of Office
Provides that only persons nominated in accordance with the Trust’s By-laws are eligible for election as a Trustee.  Provision currently permits an entity to be a Trustee.
Changes vote requirement for election as a Trustee from those nominees receiving the most votes at the meeting so long as a quorum is present to those nominees receiving the most votes at the meeting so long as a quorum is present and such person must receive the vote of at least a majority of the outstanding shares entitled to vote.
Section 8.3  Resignation and RemovalNo changes
Section 8.4  Filling VacanciesEliminates the provision that an appointment or election of a Trustee does not become effective until such person signs the Declaration of Trust.
Section 8.5  Trust ContinuesNo changes
Section 8.6  Trustees’ Meetings and ActionsFixes an inconsistency in the provision by adding the phrase “except as otherwise provided in this Declaration of Trust or the By-laws of the Trust” before the statement that the vote or written action by a majority of the Trustees is sufficient to constitute an action of the Board.  Certain actions by the Board require more than a majority vote.
Section 8.7  Trustees’ CompensationNo changes
Section 8.8  By-Laws of the TrustEliminates the requirement that the By-laws be attached to the Declaration of Trust.
Section 8.9  CommitteesProvides that a majority of the Trustees can establish committees of the Trustees.  Provision currently requires unanimity.  It further makes clear that a Trustee may serve on more than one committee of the Board and lists the current committees of the Board
Section 8.10  Trustee’s Other Business ActivitiesThis provision has been eliminated as the Trust’s Conflicts Committee charter is currently more restrictive than this provision
Recommendation of the Board
The Board unanimously recommends a vote in favor of Proposal No. 6.
24

PROPOSAL NO. 7
AMENDMENT TO SECTION 10.1 OF THE DECLARATION OF TRUST
Section 10.1 of the Declaration of Trust provides that amendments to the Declaration of Trust may only be made with the consent of the requisite percentage of shares of the Trust.  The Board has approved, subject to obtaining the consent of a majority in interest of the Common Shares, an amendment to Section 10.1 (i) to clarify that the vote of only those shares entitled to vote with respect to amendments of the Declaration of Trust is required and (ii) to permit the Trustees, without the vote of any shares, to amend the Declaration of Trust in a non-substantive manner or as required to cure an ambiguity, provide for the periods shown. The peer group consistsrespective rights of REITsshares issued by the Trust or to comply with a diversity and other property focus and have a current market valueapplicable law.  Accordingly, your consent is sought to amend Section 10.1 of the Declaration of Trust to read in its entirety as of March 4, 2005 of less than $750M. The quarterly changes for the periods shownfollows:
Section 10.1.                                Amendment.
At any time when no shares in the graphTrust are based onoutstanding, the assumptionTrustees may amend any provisions of this Declaration.  A certificate signed by a majority of the Trustees, setting forth such amendment and reciting that $100 had been investedit was duly adopted by the Trustees, or a copy of the Declaration as amended executed by a majority of the Trustees, shall be recorded as provided in Section 11.5 hereof and lodged among the records of the Trust and shall be conclusive evidence of such amendment.
At any time when shares in the common shares and each index on December 31, 2000.

 

 

Period Ending

 

Index

 

12/31/00

 

12/31/01

 

12/31/02

 

12/31/03

 

12/31/04

 

12/31/05

 

Winthrop Realty Trust

 

100.00

 

92.88

 

75.61

 

91.75

 

160.14

 

246.07

 

S&P 500

 

100.00

 

88.11

 

68.64

 

88.33

 

97.94

 

102.74

 

MSCI US REIT Index

 

100.00

 

112.83

 

116.94

 

159.91

 

210.26

 

235.77

 

Peer Group*

 

100.00

 

133.04

 

147.07

 

184.62

 

210.88

 

240.72

 


*Peer Group consists of REITsTrust are outstanding, the Trustees may amend the Declaration in any particular, except with a diversity and other property focus and have a current market value as of March 4, 2005 of less than $750M.

13



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of March 1, 2006 (except as otherwise indicated) regarding the ownership of Common Shares by (i) each person who is knownrespect to the liability of beneficiaries, with the approval of the owners of a majority of all the shares in the Trust entitled to vote on such matters, in writing or by vote at a meeting of the Beneficiaries, provided that the notice of the meeting shall have set forth the nature of the proposed amendment.  A certificate signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and approved as aforesaid, or a copy of the Declaration as amended executed by a majority of the Trustees, shall be recorded as provided in Section 11.5 hereof and lodged among the beneficial ownerrecords of more than 5%the Trust and shall be conclusive evidence of such amendment.  Notwithstanding the foregoing, the consent of holders of shares in the Trust shall not be required to modify this Declaration to (i) set forth and reflect in the designations, rights, powers, duties, and preferences of the holders of any shares issued by the Trust from and after the date hereof, (ii) to reflect a change that is of an inconsequential nature and does not adversely affect the beneficiaries in any material respect, or (iii) to cure any ambiguity, correct or supplement any provision in this Declaration not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Declaration that will not be inconsistent with law or with the provisions of this Declaration and (iv) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law.

Notwithstanding the foregoing (and notwithstanding the fact that some lesser percentage may be permitted by Law), the approval of the owners of at least 70% of the outstanding shares of Common Shares, (ii) each Trusteethe Trust shall be required to amend or repeal Sections 5.9, 8.1, 8.2, 8.4, 11.19, 12.2 and nominee for Trustee, (iii) each executive officer named herein, and (iv) all current executive officers andthis Section 10.1 of this Declaration unless at least 70% of the Trustees have voted to amend or repeal such sections, in which event the approval of the owners of only a majority of the outstanding shares shall be required.
Recommendation of the Board
The Board unanimously recommends a vote in favor of Proposal No. 7.
25

PROPOSAL NO. 8
AMENDMENT TO SECTIONS 11.10 THROUGH 11.27 OF THE DECLARATION OF TRUST
Sections 11.10 through 11.27 of the Declaration of Trust contains a number of provisions relating to the rights of the Trust and the Trustees which, as noted in Proposal 2, over time have created inconsistencies in the Declaration of Trust.  In effect, a group. Except as otherwise indicated,number of the provisions set forth in Sections 11.10 through 11.27 of the Declaration of Trust either are superfluous to existing provisions already provided elsewhere in the Declaration of Trust or contradict each such Beneficiary has sole votingother in that they provide in one instance that the Trust is not permitted or permitted take certain actions or make certain investments and investment power with respectthen in a later provision provide that notwithstanding anything in the Declaration of Trust to the shares beneficially owned by such Beneficiary.

Name and Address
of Beneficial Owner

 

Position with
the Trust

 

Amount and Nature of
Beneficial Ownership(1)

 

Percent
of Class

 

 

 

 

 

 

 

 

 

FUR Investors, LLC FUR Holdings LLC WEM-FUR Investors LLC Two Jericho Plaza Wing A, Suite 111 Jericho, NY 11753

 

 

10,000,000

(3)

24.7

%

 

 

 

 

 

 

 

 

John Alba (2)

 

Chief Investment Officer

 

(7)

 

(7)

 

 

 

 

 

 

 

 

Michael L. Ashner(2)

 

Chairman and Chief Executive Officer

 

10,002,000

(4)

24.7

%

 

 

 

 

 

 

 

 

Bruce R. Berkowitz Fairholme Capital Management 51 John F. Kennedy Parkway Short Hills, NJ 07078

 

Trustee

 

2,896,187

(5)

6.8

%(6)

 

 

 

 

 

 

 

 

Arthur Blasberg, Jr. c/o Sullivan & Worcester LLP One Post Office Square Boston, Massachusetts 02109

 

Trustee

 

100,000

 

 

*

 

 

 

 

 

 

 

 

Peter Braverman(2)

 

President and Trustee

 

(7)

(7

)

 

 

 

 

 

 

 

 

Talton Embry Magten Asset Management Corp. 410 Park Avenue 15th Floor New York, New York 10022

 

Trustee

 

1,021,519

(8)

2.5

%

 

 

 

 

 

 

 

 

Howard Goldberg 117 Cheltenham Avenue Linwood, New Jersey 08221

 

Trustee

 

124,050

 

 

*

 

 

 

 

 

 

 

 

Steven G. Mandis Halcyon Management Company 477 Madison Avenue, 8th Floor New York, New York 10022

 

Trustee

 

5,200,000

(9)

11.4

%(10)

 

 

 

 

 

 

 

 

Thomas Staples(11)

 

Chief Financial Officer

 

(7)

 

(7)

14



Carolyn Tiffany(11)

 

Chief Operating Officer and Secretary

 

(7)

(7

)

 

 

 

 

 

 

 

 

All Trustees and executive officers as a group

 

 

 

19,343,756

(12)

40.4

%(13)

 

 

 

 

 

 

 

 

Kensington Investment Group, Inc. (14) 4 Orinda Way Suite 200-C Orinda, California 94563

 

 

2,643,550

 

6.5

%

 

 

 

 

 

 

 

 

Vornado Investments L.L.C. 888 Seventh Ave. New York, New York 10019

 

 

3,522,566

 

8.7

%

 

 

 

 

 

 

 

 

HBK Investments, L.P.(15) 300 Crescent Court Suite 700 Dallas, Texas 75201

 

 

4,888,888

(15)

10.8

%(15)

 

 

 

 

 

 

 

 

King Street Capital, L.P.(16) King Street Advisors, L.L.C. King Street Capital Management, L.L.C. O. Francis Biondi, Jr. Brian J. Higgins 65 East 55th Street 30th Floor New York, New York 10022

 

 

5,244,444

(16)

11.5

%(16)


*Less than 1%

(1)                                  Unlesscontrary, otherwise indicated, sharesnot permitted actions or investments are beneficially owned by indicated holder.

(2)                                  The address for each of Mr. Alba, Mr. Ashner and Mr. Braverman is Two Jericho Plaza, Wing A, Suite 111, Jericho, NY 11753

(3)                                  Based upon information contained in Amendment No. 1 to Schedule 13D as filed by FUR Investors with the Securities and Exchange Commission on January 7, 2004.

(4)                                  Comprised of 10,000,000 shares owned by FUR Investors and 2,000 shares held directly by Mr. Ashner. Mr. Ashner is the managing member of WEM-FUR Investors LLC, the managing member of FUR Holdings, LLC, the sole member of FUR Investors. As such, Mr. Ashner may be deemed to beneficially own all shares owned by Investors.

(5)                                  Amount consists of (i) 36,600 common shares owned directly by Mr. Berkowitz, (ii) 623,315 common shares owned by Fairholme Ventures II, LLC, an entity in which Mr. Berkowitz is the managing member, (iii) 2,222,222 common shares issuable upon the conversion of the 400,000 Series B-1 Shares held by Fairholme Ventures II, LLC and (iv) 14,050 common shares held by Fairholme Holdings Ltd, the investment advisor of which is Fairholme Ventures II, LLC. Furthermore, Mr. Berkowitz and Fairholme Capital Management have disavowed management and supervision with respect to 505,931 shares of common stock held in the separate accounts of advisory clients, and, accordingly, Mr. Berkowitz and Fairholme Capital Management do not attribute such shares.

(6)                                  Percentage assumes conversion of 400,000 Series B-1 Shares held by Fairholme Ventures II, LLC only.

(7)                                  Mr. Alba, Braverman, Mr. Staples and Ms. Tiffany are members of WEM-FUR Investors LLC, the managing member of FUR Holdings, LLC, the sole member of FUR Investors. Accordingly, Mr. Alba, Mr. Braverman, Mr. Staples and Ms. Tiffany have an indirect pecuniary interest in approximately 104,000, 246,000, 120,000 and 160,000 of the shares of Common Shares owned by FUR Investors. However,

15



Mr. Alba, Mr. Braverman, Mr. Staples and Ms. Tiffany do not exercise investment control over the shares held by FUR Investors. Accordingly, Mr. Alba, Mr. Braverman, Mr. Staples and Ms. Tiffanypermitted or permitted actions or investments are not deemedpermitted.  In this regard, the Board has approved, subject to beneficially own any of such shares under Section 13 or Section 16 ofobtaining the Securities Exchange Act of 1934, as amended.

(8)                                  The number of shares reported consists of (i) 31,264 shares held in an IRA for the benefit of Mr. Embry, (ii) 31,073 shares held in an IRA for the benefit of Mr. Embry’s spouse, (iii) 44,458 shares held in a trust account in which Mr. Embry is the trustee and which is for the benefit of Mr. Embry’s minor son, (iv) 29,639 shares held in a trust account in which Mr. Embry is the trustee and which is for the benefit of Mr. Embry’s minor daughter and (v) 914,724 shares are owned beneficially by discretionary accounts managed by Mr. Embry. Of the 914,724 shares owned in discretionary accounts, Mr. Embry has no pecuniary interest in 95,146 of such shares.

(9)                                  Represents common shares issuable upon conversion of 936,000 Series B-1 Shares held by investment funds for which Halcyon Structured, LP is directly or indirectly the investment manager. Mr. Mandis is the Chief Investment Officer of Halcyon Structured LP, indirectly the investment manager of the Halcyon Structured Opportunities Fund, L.P. and Halcyon Fund, L.P. Mr. Mandis disclaims beneficial ownership of all such securities except to the extent of his pecuniary interest therein.

(10)                            Percentage assumes conversion of only all Series B-1 Shares held by Investment funds for which Halcyon Structured LP serves as investment manager and 289,333 Series B-1 Shares held by Halcyon Fund, L.P only.

(11)                            The address for each of Mr. Staples and Ms. Tiffany is 7 Bulfinch Place, Suite 500, Boston, MA 02114.

(12)                            The total number of shares held by directors and executive officers, excluding shares issuable upon conversion of Series B-1 Shares held by directors, is 11,068,810.

(13)                            Percentage represents the total number of shares held by directors and executive officers including shares issuable upon conversion of the Series B-1 Shares held by directors over total number of shares outstanding on March 1, 2006 plus shares issuable upon conversion of the Series B-1 Shares held by directors. Excluding shares issuable upon conversion of the Series B-1 Shares held by directors, the percentage ownership of shares held by directors and executive officers is 27.4%.

(14)                            Information is derived from the 13-G/A filing by Kensington Investment Group, Inc. with the Securities and Exchange Commission on February 8, 2006.

(15)                            Information is derived from the 13-Gfiling by HBK Investments, L.P. with the Securities and Exchange Commission on March 4, 2005. Shares represents common shares issuable upon conversion of 880,000 Series B-1 Shares held by HBK Investments, L.P. and percentage assumes conversion of all Series B-1 Shares held by HBK Investments, L.P. only.

(16)                            Information is derived from the 13-G/A filing by King Street Capital, L.P., King Street Advisors, L.L.C., King Street Capital Management, L.L.C., O. Francis Biondi, Jr. and Brian J. Higgins with the Securities and Exchange Commission on March 2, 2006. Shares represents common shares issuable upon conversion of 944,000 Series B-1 Shares held by King Street Capital, L.P. and percentage assumes conversion of all Series B-1 Shares held by King Street Capital, L.P. only.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) requires the Trust’s executive officers, Trustees and persons who beneficially own greater than 10%consent of a registered class of the Trust’s equity securities to file certain reports (“Section 16 Reports”) with the Securities and Exchange Commission with respect to ownership and changesmajority in ownershipinterest of the Common Shares and other equity securitiesthe passing of Proposal 2, certain amendments to Sections 11.10 through 11.27 to simplify and clarify these provisions.  The following summarizes the changes, if any, to Section 11.10 through 11.27 (the full text of Article XI after giving effect to this proposal No. 8 is set forth in Exhibit B hereto):

Declaration of Trust SectionProposed Declaration of Trust Changes
11.10. Contingent Powers of BeneficiariesDeleted in its entirety.
11.11. Investment PolicyProvides that the assets acquired by the Trust will be consistent with the Trust’s purpose.
11.12. Notices on DistributionsDeleted in its entirety.
11.13. Transactions with Interested PartiesDeletes the requirement that all commissions and remuneration received by the Trust’s advisor, if any, in connection with a transaction entered into by the Trust is to be deducted from the advisory fee.
11.14. AdvisorsNo changes.
11.15. Limitations on ExpensesDeleted in its entirety.
11.16. AppraisalsPreviously deleted by vote of Shareholders.
11.17. Prohibited InvestmentsDeleted in its entirety.
11.18. Prohibited ActivitiesDeleted in its entirety.
11.19. Qualification as a Real Estate Investment TrustNo changes.
11.20. Purposes of Article and Section HeadingNo changes.
11.21. Controlling Effect of Article XINo changes.
11.22. Trustees’ Power to Incur Indebtedness and Other
           Obligations - Limitations Thereon
Eliminates certain debt restrictions on the Trust.
11.23. Trustees’ Power to Invest in New Buildings and
           Partnerships, Joint Ventures and Unimproved Land
           for New Buildings
Deleted in its entirety.
26

Declaration of Trust SectionProposed Declaration of Trust Changes
11.24. Trustees’ Power to Invest in Real Estate Mortgages
           and in Certain Evidences of Indebtedness
Deleted in its entirety.
11.25. Options Respecting Trust’s SecuritiesNo changes.
11.26. Authority of Trustees to Authorize Additional     
           Restrictions
Deleted in its entirety.
11.27. Authority of Trustees to Authorize Certain
           Investment, Financing and Other Activities
Deleted in its entirety.
Recommendation of the Trust. Based solely on the Trust’s reviewBoard
The Board unanimously recommends a vote in favor of the Section 16 Reports furnished to the Trust and written representations from certain reporting persons, the Trusts officers, Trustees and greater than 10% beneficial owners have been complied with all Section 16(a) requirements applicable to them.

16

Proposal No. 8.


PROPOSAL NO. 2 – 9

SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At the recommendation of the Audit Committee, the Board has selected Deloitte & Touche LLP (“Deloitte”)PwC to serve as the independent registered public accounting firm of the Trust for its fiscal year ending December 31, 2006.

2009.

During the Trust’sour past two fiscal years, there were: (i) no disagreements with DeloittePwC our independent registered public accounting firm for the years ended December 31, 2008 and 2007, on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which disagreements, if not resolved to Deloitte’sPwC’s satisfaction, would have caused them to make reference to the subject matter in connection with theirits report on the Trust’s financial statements for such year; and (ii) no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.  Further, Deloitte’sPwC’s report on the Trust’sour consolidated and combined financial statements as of and for the years ended December 31, 20052008 and 20042007 did not contain any adverse opinion or a disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

Although BeneficiaryShareholder ratification of the Board’s action in this respect is not required, the Board considers it desirable for BeneficiariesShareholders to pass upon the selection of the independent registered public accounting firm and, if the BeneficiariesShareholders disapprove of the selection, intends tothe Board would consider other firms for selection as the independent registered public accounting firm for the current fiscal year.

It is expected that representatives of DeloittePwC will be present either in person or by telephone conference at the Annual Meeting.

Aggregate fees billed to the Trustus for the year ended December 31, 20052008 and 20042007 represents fees billed by the Company’s principal registered public accounting firm, Deloitte.

Type of Fee

 

Fiscal 2005

 

Fiscal 2004

 

Audit Fee

 

$

637,000

 

$

69,000

 

Audit Related Fees

 

130,000

 

120,000

 

Tax Fees

 

140,000

 

20,332

 

Total

 

$

907,000

 

$

209,332

 

PwC for audit and audit related fees.

Type of Fee Fiscal 2008  Fiscal 2007 
Annual Audit and Quarterly Review Fee $1,035,000  $775,000 
Audit Related Fees  83,000   200,000 
Tax Fees  93,000   133,000 
Total $1,192,000  $1,108,000 
27

Audit fees for the years ended December 31, 20052008 and 2007 were for professional services rendered in connection with the integrated audit of the Trust’sour consolidated financial statements and internal control over financial reporting.

Audit Related fees for of the year ended December 31, 20052008 were for services related to 8K filings with respectreview of our Registration Statements on Form S-3 during 2008 and assisting in the response to acquisitionsthe SEC’s comment letter relating to our 2007 financial statements.
Audit Related fees for the year ended December 31, 2007 were for services related to responding to an SEC comment letter and dispositions by us ($90,700) andthe restatement of our financial accounting and reporting consultations ($29,300).

statements for the year ended December 31, 2006.

Tax fees as of the years ended December 31, 20052008 and 20042007 were for services related to tax compliance, tax planning and strategies, and state and local tax advice.

Recommendation of the Board
The Board unanimously recommends a vote in favor of the ratification of the election of PwC to serve as the independent registered public accounting firm of the Trust for its fiscal year ending December 31, 2009.
Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accountant

The Trust has

We have a policy of requiring that the Audit Committee pre-approve all audit and non-audit services provided to the Trustus by the independent registered public accountant of its financial statements.accounting firm.  During 2005,2008, the Audit Committee approved all of the fees paid by us to Deloitte by the Trust.

BENEFICIARYPwC.

SHAREHOLDER PROPOSALS

Any BeneficiaryShareholder proposals intended to be presented at the 20072010 Annual Meeting of BeneficiariesShareholders must be received by the Trustus for inclusion in the Trust’sour proxy statement and form of proxy relating to that meeting on or before January 16, 2007.22, 2010.  In addition, under the Trust’sour By-laws, BeneficiariesShareholders must comply with specified procedures to nominate persons for election as Trustees or introduce an item of business at an annual meeting.  Trustee nominations or an item of business to be introduced at an annual meeting must be submitted in writing and

17



received by the Trustus not less than 120 days in advance of an annual meeting.  To be in proper written form, a Beneficiary’sShareholder’s notice must contain the specific information required by the Trust’sour By-laws.  A copy of the Trust’sour By-laws, which specifies the advance notice procedures, can be obtained from the Trustus by request to the Secretary of the Trust. Trust’s Secretary.  Any BeneficiaryShareholder who wishes to submit a BeneficiaryShareholder proposal, should send it to, the Secretary, Winthrop Realty Trust, 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114.

02114, Attention:  Secretary.

ANNUAL REPORT

Copies of our Annual Report for the fiscal year ended December 31, 20052008 are being mailed to BeneficiariesShareholders of record on the Record Date together with this Proxy Statement.

  Additionally, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed with the Securities Exchange Commission, is available to Shareholders on our website, www.winthropreit.comunder the link “SEC Filings”, and also may be obtained by Shareholders without charge by written request to Beverly Bergman, c/o FUR Advisors LLC, 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114.

MISCELLANEOUS

As of the date of this Proxy Statement, the Board does not know of any other matter to be brought before the Annual Meeting.  However, if any other matters not mentioned in the Proxy Statement are brought before the Annual Meeting or any adjournments thereof, the persons named in the enclosed Proxy or their substitutes will have discretionary authority to vote proxies given in said form or otherwise act, in respect of such matters, in accordance with their best judgment.

28

The Trust hasWe have retained MacKenzie Partners, Inc. to aid in the solicitation of proxies.  MacKenzie Partners, Inc. will receive a fee not to exceed $10,000, as well as reimbursement for certain out of pocket expenses incurred by them in connection with their services, all of which will be paid by the Trust.us.  All of the costs and expenses in connection with the solicitation of proxies with respect to the matters described herein will be borne by the Trust.us. In addition to solicitation of proxies by use of the mails, our Trustees, officers and employees (who will receive no compensation therefor in addition to their regular remuneration) of the Trust may solicit the return of proxies by telephone, telegram or personal interview. The TrustWe will request banks, brokerage houses and other custodians, nominees and fiduciaries to forward copies of the proxy materials to their principals and to request instructions for voting the proxies. The TrustWe may reimburse such banks, brokerage houses and other custodians, nominees and fiduciaries for their expenses in connection therewith.

A copy of the Trust’s annual report on form 10-K for the fiscal year ended December 31, 2005 as filed with the SEC, excluding exhibits, may be obtained by Beneficiaries without charge by written request addressed to: Carolyn Tiffany, Secretary, Winthrop Realty Trust, 7 Bulfinch Place, Suite 500, Boston, MA 02114 or may be accessed on the Trust’s website at www.firstunion-reit.net under the link “SEC Filings”.

It is important that proxies be returned promptly.  BeneficiariesShareholders are, therefore, urged to fill in, date, sign and return the Proxy immediately. No postage need be affixed if mailed in the enclosed envelope in the United States.

By Orderorder of the Board of Trustees

Michael L. Ashner
Chairman and Chief Executive Officer
April xx, 2009
29

Exhibit A

ARTICLE VIII
Trustees
Section 8.1.                         Number of Trustees
The number of Trustees shall be not less than three nor more than fifteen, as from time to time determined either by a majority of the Trustees then in office or at an annual or special meetings of the Beneficiaries by affirmative vote of the holders of a majority of the shares represented and entitled to vote at such meetings. Trustees shall be all of one class.  A Trustee may be any individual who is a citizen of the United States and not a minor.  Whenever there shall be a vacancy, until such a vacancy is filled, the continuing or surviving Trustee or Trustees then in office shall have all the powers granted to the Trustees and discharge all the duties imposed upon the Trustees by this Declaration. A majority of the Trustees shall not be affiliated with an adviser of the Trust or any organization affiliated with an adviser of the Trust. The term "majority of the Trustees" whenever used herein shall include one Trustee if only one Trustee is at the time in office regardless of the fixed number of Trustees.
Section 8.2.                         Election of Trustees; Terms of Office
The term of office for each Trustee shall be one year and each Trustee shall be elected annually to serve for such term.  A Trustee so elected shall hold office until the next Annual Meeting of Beneficiaries and until his successor shall be elected and qualified or until his earlier resignation, removal from office or death.
At any meeting of the Beneficiaries at which Trustees are to be elected, only persons nominated in accordance with the Trust’s-By-laws shall be eligible for election as Trustees.  The election as Trustee of a person who, at the time of his election, fails to meet the qualifications for Trustees specified in this Declaration of Trust shall be null and void and the vacancy in the number of Trustees so created may be filled by the Trustees as provided in Section 8.4 hereof.
At all elections of Trustees, those candidates receiving the greatest number of votes shall be elected as Trustees; provided, however, that only those candidates receiving a number of votes at least equal to a majority of the votes entitled to be cast at the meeting at which such vote is taken shall be elected as Trustees.
Section 8.3.                         Resignation and Removal.
Any Trustee may resign his trust in instrument in writing signed by him and delivered or mailed to the other Trustees at the principal office of the Trust, and such resignation shall take effect immediately or at a later date according to the terms of the instrument.  Any Trustee may be removed at any time by written instrument signed by all the other Trustees specifying the date when such removal shall become effective; provided, however, that such removal shall not be effective until approved by affirmative vote of the holders of a majority of the shares present or represented and entitled to vote at a duly held meeting of the Beneficiaries call for the purpose.
Any Trustee may also be removed by affirmative vote for his removal cast by a majority of Trustees then in office if such Trustee does not meet the qualifications for Trustees specified in this Declaration of Trust for more than thirty (30) consecutive days during his term of office.
Section 8.4.                         Filling Vacancies.
In case a vacancy in the number of Trustees shall occur, the remaining Trustees, though less than a majority of the whole authorized number of Trustees, may, by a vote of a majority of their number, fill any vacancy in the Board of Trustees for the unexpired term of the Trustee whose office has become vacant.  Thereupon the Trust property shall vest in the new Trustee jointly with the continuing Trustee or Trustees without further act or conveyance.
A-1

Section 8.5.                         Trust Continues.
The death, resignation, incompetency or removal of any one or more of the Trustees shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration or invalidate any action theretofore taken by the Trustees.
Section 8.6.                         Trustees’ Meetings and Action.
The Trustees may act with or without a meeting.  Meetings of the Trustees shall be called and held as provided in the By-Laws.  Notice of any meetings may be waived by any Trustee either before or after such meeting.  The concurrence of all the Trustees shall not be necessary for the validity of any action taken by them, but, except as otherwise provided in this Declaration or the By-laws of the Trust, a decision expressed in a vote passed at a meeting by a majority of the Trustees present, or expressed in writing signed by a majority of the Trustees without a meeting, shall constitute the action of the Trustees and have the same effect as if assented to by all.  At any meeting, a majority of the Trustees then in office shall constitute a quorum.  Any deed, mortgage, lease or other instrument or writing executed by any Trustee or officer of the Trust shall be valid and binding upon the Trustees and upon the Trust if such Trustee or officer acted under authority granted by the Trustees by a vote or writing passed or signed as above provided.
In the event that any Trustee or Trustees shall notify the other Trustees in writing that they do not wish to participate in the approval or disapproval of any particular matter presented to the Trustees, a majority of the other Trustees shall have authority to act for the Trust with respect to such matter.
Section 8.7.                         Trustees’ Compensation.
The Trustees shall receive reasonable compensation for their services as Trustees and officers hereunder as fixed by the Trustees.
Section 8.8.                         By-Laws of Trust.
The Trustees may from time to time amend or repeal the By-Laws of the Trust which may, among other things, provide for the conduct of their business, define the duties of the officers, agents, employees and representatives and provide for their appointment, number and qualification, fix the time, place and notice of meetings of the Trustees, provide for the form of certificates representing shares of beneficial interest and regulate or restrict issuance or transfer of shares as provided in Section 5.9 of this Declaration.
Section 8.9.                         Committees.
The Trustees, acting by a majority of their number, may appoint from among their own number one or more persons to serve as members of one or more committees, which may be created by the Trustees and to which may be delegated such of the powers herein given to the Trustees as they may deem expedient, except as herein otherwise provided.  Such committees may include, without limitation, an Audit Committee, Compensation Committee, Conflicts Committee and Nominating and Corporate Governance Committee.
A-2

Exhibit B
Section 11.10.                                [Intentionally Omitted].
Section 11.11.                                Investment Policy.
The Trust shall invest in such assets as the Trustees may from time to time determine, and as are consistent with the purposes of the Trust as set forth in Article I, Section 1.3 of this Declaration.
Section 11.12.                                Notices on Distributions.
All distributions to beneficiaries shall be accompanied by a written statement advising of the sources of funds or properties so distributed.  In case there is any doubt as to such source the communication may so state, and, in such event, a further statement shall be mailed to Beneficiaries not later than sixty (60) days after the close of the fiscal year of the Trust in which the distribution was made.  Such statements may be based on the figures shown by the books of account of the Trust.
Section 11.13.                                Transactions with Interested Parties.
No Trustee, officer or adviser of the Trust, or any person affiliated with any such persons, shall sell any property or assets to the Trust or purchase any property or assets from the Trust, directly or indirectly, nor shall any such person receive any commission or any other remuneration, directly or indirectly, in connection with the purchase or sale of Trust assets, except pursuant to transactions that are fair and reasonable to the Beneficiaries of the Trust or those that relate to: (a) the acquisition by the Trust of federally insured or guaranteed mortgages at prices not exceeding the currently quoted prices at which the Federal National Mortgage Association is purchasing comparable mortgages; (b) the acquisitions of other mortgages on terms no less favorable than similar transactions involving unaffiliated parties; or (c) the acquisition by the Trust of other property at prices not exceeding the fair value thereof as determined by independent appraisal.  All such transactions and all other transactions in which any such persons have any direct or indirect interest shall be approved by a majority of the Trustees, including a majority of the independent Trustees.
Section 11.14.                                Advisers.
Subject to the provisions of this Declaration, the Trustees may employ any person, firm or corporation as adviser.  Any advisory contract shall be for a period not longer than one year.  Any such advisory contract shall provide that it may be terminated at any time, without penalty, by the Trustees or by the holders of majority of the outstanding shares of beneficial interest upon not less than 60 days’ written notice to the adviser.
Section 11.15.                                [Intentionally Omitted].
Section 11.16.                                [Intentionally Omitted].
Section 11.17.                                [Intentionally Omitted].
Section 11.18.                                [Intentionally Omitted].
Section 11.19.                                Qualification as a Real Estate Investment Trust.
No Trustee and no Beneficiary shall take any action which would cause the Trust to abandon its purpose of providing an investment vehicle for numerous shareholders with small holdings or which would, in the opinion of counsel for the Trust, furnished prior to such action, prevent the Trust from qualifying or continuing to qualify as a “real estate investment trust” under the Internal Revenue Code and the Regulations (proposed or in effect) thereunder unless at least a majority of the Trustees then in office have approved such action.  No Beneficiary shall have any power to control the Trustees or the affairs of this Trust, or to exercise any voting or approval powers, if such powers would at the time in the opinion of counsel for the Trust (a) prevent the Beneficiaries from being free from personal liability for the obligations of the Trust under any applicable law, or (b) cause the Trust to be an illegal or invalid organization under the law of any jurisdiction in which it owns property or does business.
B-1

Section 11.20.                                Purpose of Article and Section Headings.
The Article and Section headings inserted in this Declaration are for convenience of reference and are not to be taken or affect the meaning, construction, or effect of any provision hereof.
Section 11.21.                                Controlling Effect of Article XI.
The provisions of this Article XI shall be controlling in all respects over any other provisions of this Declaration.
Section 11.22.                                Trustees’ Power to Incur Indebtedness and Other Obligations - Limitations Thereon.
Notwithstanding anything to the contrary in this Declaration of Trust, the Trustees may issue, assume, incur or secure Indebtedness or shares or other securities of any class or classes which may or may not have preferences or restrictions not applicable to Common Shares or Preferred Shares of the Trust.
Section 11.23.                                [Intentionally Omitted].
Section 11.24.                                [Intentionally Omitted].
Section 11.25.                                Options Respecting Trust Securities.
Notwithstanding anything to the contrary contained in this Declaration of Trust, the Trust may from time to time grant options, warrants or other rights to purchase securities of the Trust.  The Trustees are hereby empowered, whether by amendment to this Section by action of the Trustees or otherwise, to place limitations on the authorizations set forth in the first sentence hereof if in their judgment such limitations are necessary or desirable in connection with the incurring of indebtedness or issuance of securities by the Trust, or in connection with qualification by the Trust to do business in any state.  To the extent that this provision is inconsistent with the other terms of this Declaration of Trust, including without limitation Article X (Amendment of Trust), this provision shall prevail.
Section 11.26.                                [Intentionally Omitted].
Section 11.27.                                [Intentionally Omitted].
B-2

YOUR VOTE IS IMPORTANT
If you do not vote by telephone or Internet, please sign and date this proxy card and return it promptly in the enclosed postage-paid envelope to National City Bank, P.O. Box 535300, Pittsburgh, PA 15253, so your shares are represented at the Annual Meeting. If you vote by telephone or Internet, it is not necessary to return this proxy card.

Proxy card must be signed and dated on the reverse side.
ê   Please fold and detach card at perforation before mailing.   ê
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder.  If no direction is given, this proxy will be voted FOR proposals 1 through 9 and in the discretion of said proxy on any other matters which may come before the meeting or any adjournments thereof. The Board of Trustees recommends a vote FOR all proposals.
The Board of Trustees recommends a vote FOR all proposals.
1.      ELECTION OF TRUSTEES 
Nominees 1.  Michael L. Ashner  2.  Arthur Blasberg, Jr. 3.  Talton Embry 4.  Howard Goldberg 

5.  Thomas F. McWilliams  
6.  Lee Seidler 7.  Carolyn Tiffany 8.  Steven Zalkind 

Carolyn B. Tiffany

q FOR all nominees   
q WITHHOLD AUTHORITY to vote for all nominees

To withhold authority to vote for any Trustees, strike a line through that Trustee’s name above.
      
  FOR  
  AGAINST  
  ABSTAIN  
2.    Approval to amend Section 1.3 of the Declaration of Trust to clarify the purpose of the Trust   2.  
q
q
q
3.    Approval to amend Section 3.3 of the Declaration of Trust to modify the indemnification rights of trustees, officers, employees and agents of the Trust   3.  
q
q
q
4.    Approval to amend Section 4.1 of the Declaration of Trust to more clearly set forth the rights of the Trust to issue shares of beneficial interest   4.  
q
q
q
5.    Approval to amend Section 7.1 of the Declaration of Trust to modify the timing of the Trust�s annual meeting and permit additional persons to call special meetings of holders of beneficial interests   5.  
q
q
q
6.    Approval to amend Article VIII of the Declaration of Trust to modify, among other things, the voting requirement for election of Trustees   6.  
q
q
q
7.    Approval to amend Section 10.1 of the Declaration of Trust to permit certain amendments to the Declaration of Trust to be made without the consent of holders of beneficial interests   7.  
q
q
q
8.    Approval to amend Article XI of the Declaration of Trust to correct inconsistencies set forth therein and to clarify the rights of the Trust   8.  
q
q
q
9.    Approval of the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2009 fiscal year   9.  
q
q
q
The proxies are authorized to transact such other business as may properly come before the meeting.
(Continued on reverse side)

Secretary

 Vote by Telephone

Winthrop Realty Trust
c/o National City Bank
Shareholder Services Operations
Locator 5352
P. O. Box 94509
Cleveland, OH 44101-4509            

Have your proxy card available when you call Toll-Free 1-888-693-8683 using a touch-tone phone and follow the simple instructions to record your vote.

April 11, 2006

Vote by Internet 
Have your proxy card available when you access the website www.cesvote.com and follow the simple instructions to record your vote.
 Vote by Mail
Please mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to: National City Bank, P.O. Box 535300, Pittsburgh, PA 15253.

18


Vote by Telephone
Call Toll-Free using a
touch-tone telephone:
1-888-693-8683
Vote by Internet
Access the Website and
cast your vote:
www.cesvote.com
Vote by Mail
Return your proxy
in the postage-paid
envelope provided

Vote 24 hours a day, 7 days a week!

If you vote by telephone or over the Internet, do not mail your proxy card.
è
Proxy card must be signed and dated below.
ê Please fold and detach card at perforation before mailing.   ê
WINTHROP REALTY TRUST

PROXY FOR ANNUAL MEETING OF BENEFICIARIES

May 16, 2006

SHAREHOLDERS

MAY 21, 2009
This Proxy Isis Solicited On Behalf of the Board of Trustees

The undersigned hereby appoints Michael L. Ashner and Peter BravermanCarolyn Tiffany or either of them, attorneys and proxies, with power of substitution and revocation, to vote, as designated below, all beneficialcommon shares of commonbeneficial interest which the undersigned is entitled to vote, with all powers which the undersigned would possess if personally present, at the Annual Meeting of BeneficiariesShareholders (including all adjournments thereof) of WINTHROP REALTY TRUST to be held on Tuesday,Thursday, May 16, 200621, 2009 at 12:11:00 noona.m. at the 11th Floor Conference Center in the offices of Katten Muchin Rosenman, 575 Madison Avenue, New York, New York 10022.The Board of Trustees recommends a vote FOR all proposals.

1.             ELECTION OF TRUSTEES

o FOR all nominees

o WITHHOLD AUTHORITY
to vote for all nominees

Michael L. Ashner

Dated: 

Arthur Blasberg, Jr.

Talton Embry

 , 2009

Bruce R. Berkowitz

Peter Braverman

Howard Goldberg

Beneficiaries may withhold authority to elect any of the Trustees by writing the name of that Trustee in the space provided below.

2.

APPROVAL of the appointment of auditors as set forth in the accompanying Proxy Statement.

o FOR

o AGAINST

o ABSTAIN

Print Name

The proxy is authorized to transact such other business as may properly come before the meeting.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned Beneficiary. If no direction is given, this proxy will be voted FOR items 1 and 2 in the discretion of said proxy on any other matter which may come before the meeting or any adjournments thereof.

Dated:

, 2006

Print Name

Signature 

Signature

NOTE: When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, custodian, guardian or corporate officer, please give your full title as such. If a corporation, please sign full corporate name by authorized officer. If a partnership, please sign in partnership name by authorized person.

NOTE:  When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, custodian, guardian or corporate officer, please give your full title as such. If a corporation, please sign full corporate name by authorized officer. If a partnership, please sign in partnership name by authorized person.

PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD

PROMPTLY USING THE ENCLOSED ENVELOPE.


PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.