AMENDMENT
NO. 1 TO AMENDED AND RESTATED ADVISORY AGREEMENT

THIS
AMENDMENT NO. 1 TO AMENDED AND RESTATATED ADVISORY  AGREEMENT,  made as of May 17, 2006,
between  WINTHROP  REALTY TRUST,  an Ohio business  trust (f/k/a First Union Real Estate
Equity and Mortgage  Investments)  (the  Trust), and FUR ADVISORS LLC (the
Advisor).

WHEREAS,
the  Trust  and the  Advisor  are  party to that  certain  Amended  and  Restated
Advisory  Agreement  dated  November 7, 2005 (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 as hereinafter provided;

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 Advisory Agreement.

2. Amendments  to Advisory  Agreement.  Section  4.1(a) of the  Advisory  Agreement,  is
hereby  amended by deleting the second sentence thereof in its entirety and inserting the
following in lieu thereof

| | If
the amount  determined for a calendar quarter  pursuant to clause (ii) of the foregoing
sentence  exceeds the amount  determined  for such calendar  quarter  pursuant to clause
(i) of the foregoing  sentence,  such excess  amount  shall be applied  against  future
amounts due under this Section 4.1 and, if such excess  amount is not fully  applied
against  future  amounts  within  eight  calendar  quarters,  such  amount  then
remaining shall be paid by the Advisor to FUR within 30 days of such determination.
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3.
      Miscellaneous.  (a) Except as  modified  hereby,  the  Advisory  Agreement  remains in
full  force and effect and the provisions thereof are hereby ratified and confirmed.

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

(c)
This Amendment may be executed in one or more counterparts,  all of which together shall
for  all  purposes  constitute  one  amendment,  binding on all parties  hereto,
notwithstanding  that the parties have not  signed the same counterparts.



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

| | WINTHROP REALTY TRUST
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| | By:                  
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| | FUR ADVISORS LLC     
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| | By:                  
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