AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENT

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATATED ADVISORY AGREEMENT , made as of May 11, 2009, between WINTHROP REALTY TRUST , an Ohio business trust corporation (the “Trust”), WRT REALTY, L.P. , a Delaware limited partnership (the “Operating Partnership”, and together with the Trust, the “Company”), and FUR ADVISORS LLC (the “Advisor”).

WHEREAS, the Trust, the Operating Partnership and the Advisor are party to that certain Second Amended and Restated Advisory Agreement dated March 5, 2009 (the “Advisory Agreement”) pursuant to which the Advisor was retained to provide advisory services to the Company;

WHEREAS, the Trust and the Advisor desire to amend the Advisory Agreement to correct certain scrivener errors;

NOW, THEREFORE , in consideration of the premises and of the mutual agreements herein set forth, the parties hereto agree as follows:

1.            Capitalized Terms .  Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Adv