THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Winthrop Realty Trust (FUR)

4/11/2006 Proxy Information

The TrustŐs are administered by FUR Advisors LLC (ŇFUR AdvisorsÓ) pursuant to the terms of the Advisory Agreement. FUR Advisors is controlled by and partially owned by the TrustŐs executive officers. Pursuant to the terms of the Advisory Agreement, FUR Advisors is responsible for providing asset management services to the Trust and coordinating with the TrustŐs shareholder transfer agent and property managers. Effective as of January 1, 2005, the terms of the Advisory Agreement were modified to provide that the quarterly fee payable to FUR Advisors for providing such services would equal the lesser of an asset based fee or an outstanding equity based fee. In general, the asset based fee was the original fee set forth in the Advisory Agreement which is calculated as follows: 1% of the TrustŐs gross asset value up to $100,000,000, 0.75% of the TrustŐs gross asset value between $100,000,000 and $250,000,000, 0.625% of the TrustŐs gross asset value between $250,000,000 and $500,000,000 and 0.50% of the TrustŐs 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% of the TrustŐs 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 Common Shares outstanding at January 1, 2005 are valued as follows: $2.30 (FUR Investors LLCŐs tender offer price in its December 2003 tender offer) with respect to 26,058,913 Common Shares and $2.60 (the purchase price paid by FUR Investors LLC) with respect to the 5,000,000 Common Shares acquired on December 31, 2003. The TrustŐs Series A Preferred Shares were valued 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 issued in connection therewith are valued at $5.0825 per Common Share. All preferred and common shares issued subsequent to January 1, 2005 are to be valued at the net issuance price including any common shares issued in connection with the conversion of the preferred shares.

In addition to the foregoing modification, regardless of whether the asset based or equity based methodology is used, the reimbursement to FUR Advisors of up to $100,000 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 modified 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, if any, payable by Newkirk to NKT Advisors LLC (ŇNKT AdvisorsÓ), NewkirkŐs external advisor and an affiliate of FUR Advisors, under the advisory agreement between Newkirk and NKT Advisors. In 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, Winthrop Management L.P. (formerly known as Kestrel Management L.P.), an affiliate of FUR Advisors and the TrustŐs executive officers, assumed property management responsibilities for Circle Tower. 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.

The following table sets forth the fees and reimbursements paid by the Trust for the year ended December 31, 2005 to FUR Advisors and Winthrop Management L.P. (in thousands): (See page 12 of proxy for table).

In connection with the issuance of the TrustŐs Series B-1 Shares in February 2005, the Trust sold to Fairholme Capital Management, LLC, an entity in which Bruce Berkowitz, a Trustee, is the managing member, 400,000 Series B-1 Shares. In addition, in connection with the TrustŐs Series B-1 Shares in February 2005, the Trust sold to investment funds (ŇHalcyon FundsÓ) for which Steven Mandis, one of our Trustees, is the Vice Chairman and Chief Investment Officer of the investment advisor, a total of 880,000 Series B-1 Shares. In connection with the issuance of the TrustŐs Series B-1 Shares in June 2005, the Trust sold 56,000 Series B-1 Shares to Halcyon Funds.