WINTHROP
REALTY TRUST





SECOND
AMENDED AND RESTATED


DECLARATION
OF TRUST





(as
Amended and Restated on May 21, 2009)








TABLE
OF CONTENTS




ARTICLE
      IName
      of Trust - Title to Trust Property
                  1Section
      1.1.
                  Name
      of the Trust
                  1Section
      1.2.
                  Title
      to Trust Property
                  1Section
      1.3.
                  Purposes
      of Trust
                  2ARTICLE
      IIPowers
      and Authority of Trustees
                  2Section
      2.1.
                  General
                  2Section
      2.2.
                  Power
      to Acquire, Hold and Dispose of Real and Personal Property
                  3Section
      2.3.
                  Power
      to Acquire, Hold and Dispose of Securities
                  3Section
      2.4.
                  Name
      in Which Title Held
                  4Section
      2.5.
                  Power
      to Borrow, Mortgage and Pledge
                  4Section
      2.6.
                  Power
      to Lend and Invest
                  4Section
      2.7.
                  Power
      to Pay Taxes
                  4Section
      2.8.
                  Power
      to Transfer Trust to Corporation
                  4Section
      2.9.
                  Power
      as to Securities
                  5Section
      2.10.
                  Power
      to Delegate
                  5Section
      2.11.
                  General
      Power to Enforce and Collect Securities
                  5Section
      2.12.
                  Power
      to Incur Expenses, Appoint and Employ Officers and Agents
                  6Section
      2.13.
                  Power
      to Endorse and Guarantee
                  6Section
      2.14.
                  Power
      as to Bank Deposits
                  6Section
      2.15.
                  Power
      to Determine Capital and Income
                  6Section
      2.16.
                  Power
      to Value Trust Property and Keep Books
                  6Section
      2.17.
                  Power
      to Solicit Proxies etc.
                  7ARTICLE
      IIILimitations
      of Liability of Beneficiaries, Trustees and Others
                  7Section
      3.1.
                  No
      Personal Liability of Beneficiaries
                  7Section
      3.2.
                  Trustee’s
      Liability Other Than to the Trust or Beneficiary
                  7Section
      3.3.
                  Trustee’s
      Liability to Trust and Beneficiaries -  Indemnification and
      Expense - Bond and Security
                  8Section
      3.4.
                  No
      Implied Covenants or Obligations to be Read Into  this
      Instrument; Trustees’ Right to Rely on Investment  Advisers and
      Counsel and Accountants
                  9ARTICLE
      IVShares
      of Beneficial Interest
                  10Section
      4.1.
                  Shares
      $1 Par Value; Non-Assessable and Not Limited in Number
                  10Section
      4.2.
                  Shares
      Certificates
                  11Section
      4.3.
                  Issue
      of Shares
                  11Section
      4.4.
                  Trustees
      Right to Own Shares
                  12Section
      4.5.
                  Indemnification
      of Underwriters
                  12


(i)





Section
      4.6.
              Change
      of Number of Issued Shares of Beneficial Interest
              12ARTICLE
      VRecord
      and Transfer of Shares
              13Section
      5.1.
              Register
      of Shares - Record Owners
              13Section
      5.2.
              Transfer
      Agents and Registrars
              13Section
      5.3.
              Deposit
      of Certificates with Transfer Agents
              13Section
      5.4.
              Transfer
      on Records of Trust
              13Section
      5.5.
              Transfer
      by Operation of Law
              14Section
      5.6.
              Joint
      Owners of Shares
              14Section
      5.7.
              Duty
      of Trustees in Share Transfers
              14Section
      5.8.
              Lost
      Certificates
              14Section
      5.9.
              Regulations
      on Transfer
              15ARTICLE
      VICharacteristics
      of Shares
              15Section
      6.1.
              Trustees
      in Complete Control
              15Section
      6.2.
              Trust
      Not Affected by Death of Beneficiary
              15Section
      6.3.
              Shares
      Held by Trust
              15ARTICLE
      VIIMeetings
      of Beneficiaries
              15Section
      7.1.
              Annual
      and Special Meetings Call
              15Section
      7.2.
              Notice
      of Meetings
              16Section
      7.3.
              Beneficiaries
      Cannot Bind Trustees
              16Section
      7.4.
              Closing
      Transfer Books - Record Date
              16Section
      7.5.
              Voting
              17Section
      7.6.
              Report
      at Annual Meeting
              17Section
      7.7.
              Inspection
      of Records
              17ARTICLE
      VIIITrustees
              17Section
      8.1.
              Number
      of Trustees
              17Section
      8.2.
              Election
      of Trustees; Terms of Office
              17Section
      8.3.
              Resignation
      and Removal
              18Section
      8.4.
              Filling
      Vacancy
              18Section
      8.5.
              Trust
      Continues
              18Section
      8.6.
              Trustees’
      Meetings and Action
              18Section
      8.7.
              Trustees’
      Compensation
              19Section
      8.8.
              By-Laws
      of Trust
              19Section
      8.9.
              Committees
              19ARTICLE
      IXDistributions
      to Beneficiaries
              19Section
      9.1.
              Trustees
      May Make Distributions
              19Section
      9.2.
              Retained
      Amounts
              20


(ii)





Section
      9.3.
              Information
      to Beneficiaries
              20ARTICLE
      XAmendment
      of Trust
              20Section
      10.1.
              Amendment
              20ARTICLE
      XIMiscellaneous
              21Section
      11.1.
              Failure
      to Qualify as Real Estate Investment Trust
              21Section
      11.2.
              Laws
      of Ohio Govern
              21Section
      11.3.
              Counterparts
              21Section
      11.4.
              Certifications
              21Section
      11.5.
              Recording
              22Section
      11.6.
              Annual
      Financial Statements
              22Section
      11.7.
              Information
      on Share Ownership
              22Section
      11.8.
              Fiscal
      Year
              22Section
      11.9.
              Notices
              23Section
      11.10.
              Investment
      Policy
              23Section
      11.11.
              Notices
      on Distributions
              23Section
      11.12.
              Transactions
      with Interested Parties
              23Section
      11.13.
              Advisers
              23Section
      11.14.
              Qualification
      as a Real Estate Investment Trust
              24Section
      11.15.
              Purpose
      of Article and Section Headings
              24Section
      11.16.
              Controlling
      Effect of Article XI
              24Section
      11.17.
              Trustees’
      Power to Incur Indebtedness and Other Obligations-
      Limitations Thereon
              24Section
      11.18.
              Options
      Respecting Trust Securities
              24ARTICLE
      XIIDuration
      of the Trust
              24Section
      12.1.
              Term
      of Trust
              24Section
      12.2.
              Merger;
      Sale of Trust Property
              25Section
      12.3.
              Liquidation
              26


(iii)


WINTHROP
REALTY TRUST


SECOND
AMENDED AND RESTATED DECLARATION OF TRUST


(As
amended and restated on May 21, 2009)





BY THIS SECOND AMENDED AND RESTATED
DECLARATION OF TRUST, effective May 21, 2009, amending and restating the
Amended Declaration of Trust of First Union Real Estate Equity and Mortgage
Investments made August 1, 1961, and thereafter amended from time to time,
including an amendment changing the name of the Trust to Winthrop Realty Trust
(said Second Amended and Restated Declaration of Trust, as heretofore and hereby
amended, being referred to herein as “this Declaration”) by such persons as may
from time to time be Trustees.





The
Trustees of Winthrop Realty Trust (the “Trust”) hereby agree and declare that
they will hold all property of every type and description which they have
acquired or may hereafter acquire as such Trustees, together with the proceeds
thereof and the rents and other income therefrom, IN TRUST, on the terms and
conditions set forth in this Declaration, for the benefit of the holders from
time to time of the certificates representing the shares of beneficial interest
in the Trust property issued by the Trust.





Where the
context permits, “Beneficiaries” shall mean the record holders from time to time
of shares of beneficial interest in the Trust property, “Trustees” or “Trust”
shall mean Michael L. Ashner, Arthur Blasberg Jr., Howard Goldberg, Thomas
McWilliams, Bradley Scher, Lee Seidler, Carolyn Tiffany and Steven Zalkind, and
any successor or additional trustees who shall be appointed and duly qualify, so
long as they shall continue as such duly qualified trustees, and said terms
shall refer to such persons in their capacity as trustees and not in their
individual capacities and shall not include the officers, agents,
representatives or Beneficiaries of the Trust, and “Trust Property” shall mean
the property from time to time subject to this Declaration.





ARTICLE
I


Name of Trust - Title to
Trust Property





Section
1.1.        Name of the
Trust.





The name
of this Trust shall be: “Winthrop Realty Trust” and, so far as may be
practicable, the business of the Trust shall be conducted in that name, or such
other trade name as the Trustees may adopt in order to satisfy governmental
regulation.  The officers of the Trust duly appointed by the Trustees
may make and execute all documents, contracts and other instruments, acquire,
mortgage, pledge, lease, convey and transfer all assets of the Trust, sue and be
sued under any of the aforesaid names, and take all such further action as may
be consistent with the purpose of the Trust subject to the consent of the
Trustees and the Beneficiaries, to the extent required hereunder or as required
by applicable law.





Section
1.2.        Title to Trust
Property





Legal
title to all Trust property shall be vested in the Trustees, and held by and
transferred to the Trustees, except as provided in Section 2.4 or elsewhere
herein.








Section
1.3.           Purposes of
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 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.





ARTICLE
II


Powers and Authority of
Trustees





Section
2.1.          General.





The
Trustees shall have, without prior or further authorization, absolute and
exclusive power, control and authority over the Trust property held by them at
any time hereunder, over the management and disposition thereof, and over the
management and conduct of the business of the Trust to the same extent as if the
Trustees were the sole owners of such property and business in their own right,
free from any power of control on the part of the Beneficiaries, subject only to
the limitations herein expressly stated.  No person (the word “person”
whenever used in this Declaration, except where the context otherwise requires,
shall be deemed to mean any individual, individuals, association, trust,
partnership, corporation, or other entity) shall in any event be bound to see to
the application of any money or property paid to or delivered to the Trustees or
their authorized representative.  No investment or reinvestment of the
Trust property hereunder shall be deemed improper because of its speculative
character, whether or not the same be producing income or be of the kind
commonly regarded by law as proper investments for trust funds, or because a
greater proportion of the Trust property is invested therein that is usual for
trusts.


2





The
Trustees shall have all powers necessary, convenient or appropriate to
effectuate the purposes of the Trust and may take any action which they may deem
necessary or desirable to that end, although such matters or things are not
herein specifically mentioned.  Any determination of the purposes of
the Trust made by the Trustees in good faith shall be conclusive.  In
construing the provisions of this Declaration, the presumption shall be in favor
of the grant of owners to the Trustees.





Without
restricting or limiting the generality of the foregoing, such powers of the
Trustees shall include the powers enumerated below in this Declaration; provided
however, that the powers granted in this Declaration are subject to and limited
by the provisions of Article XI hereof.





Section
2.2.           Power to
Acquire, Hold and Dispose of Real and Personal Property.





The
Trustees shall have power for such consideration and on such terms and
conditions as they may deem proper, through the issuance of shares of beneficial
interest in the Trust property or through the issuance of notes, debentures,
bonds, or other obligations of the Trust, for cash, or otherwise, to purchase or
acquire, to hold, manage, improve, lease (including building leases, part of the
consideration for which is the building on or adding to the premises by the
lessee) for any term, whether or not extending beyond the possible termination
of the Trust, to rent, convey, sell, option, exchange, mortgage (with or without
power of sale), release, partition, or otherwise deal in personal property or in
real estate of any type and description, including fee, leasehold, mortgage,
ground rent and any other type of interest therein, and/or buildings and
structures and tangible personal property of any type and description situated
thereon or elsewhere, to adjust boundaries and grant or obtain easements or
options with or without consideration, and to erect, construct, alter, repair,
demolish or otherwise physically affect any buildings or structures of any type
or description.





Section
2.3.           Power to
Acquire, Hold and Dispose of Securities.





The
Trustees shall have power, for such consideration and on such terms and
conditions as they may deem proper, through the issuance of shares of beneficial
interest in the Trust property, through the issuance of notes, debentures,
bonds, or other obligations or securities of the Trust, for cash, or otherwise
to acquire, and to hold, sell, exchange, pledge, collect and pay, stocks, bonds,
notes, certificates of indebtedness, debentures, mortgages (first or otherwise),
bank acceptances, drafts, certificates of interest, securities, obligations, and
in general any property or rights (legal or equitable) owned, held, created, or
issued by or representing an interest in any corporation, business trust
(including the business trust created by these presents), trust, partnership, or
other organization whether domestic or foreign, any individual, the United
States of America or any of the several states or territories or any political
subdivisions or agencies thereof, or foreign governments or political
subdivisions thereof.


3





Section
2.4.           Name in
Which Title Held.





The
Trustees shall have power to cause legal title to (or evidences of title to) any
property of this Trust to be held in the name of the Trust, of one or more of
the Trustees or of any other person, on such terms, in such manner, and with
such powers as the Trustees hereunder may determine and without disclosure that
the Trustees are interested therein).





Section
2.5.           Power to
Borrow, Mortgage and Pledge.





The
Trustees shall have power to borrow money for the purposes of this Trust, to
give notes, debentures, bonds, and other negotiable or nonnegotiable instruments
of this Trust therefor, to enter into other obligations on behalf of the Trust,
and to mortgage and pledge the real and personal property of this Trust or any
part thereof to secure any of the foregoing.





Section
2.6.           Power to
Lend and Invest.





The
Trustees shall have power to lend money (other than to Beneficiaries, officers,
employees, or Trustees of the Trust) and to invest and reinvest any funds of the
Trust as they shall deem wise; and to create a reserve fund or reserve funds for
such purposes as the Trustees deem advisable and invest or reinvest the same in
such manner as they may deem best.





Section
2.7.           Power to
Pay Taxes.





The
Trustees shall have power to pay all taxes or assessments, of whatever kind or
nature, imposed upon or against the Trustees individually or collectively in
connection with the Trust property, or upon or against the Trust property or any
part thereof; and for any of the foregoing purposes to make such returns and do
all such other acts and things as may be deemed by the Trustees as necessary or
desirable.





Section
2.8.           Power to
Transfer Trust to Corporation.





The
Trustees shall have power to cause to be organized or assist in organizing under
the laws of any jurisdiction a corporation or corporations or any other trust,
association, or other organization to take over the Trust property or any part
or parts thereof or to carry on any business in which this Trust shall directly
or indirectly have any interest, and to sell, convey, and transfer the Trust
property or any part or parts thereof to any such corporation, trust,
association, or organization in exchange for the shares or securities thereof or
otherwise, and to lend money to, subscribe for the shares or securities of, and
enter into any contracts with any such corporation, trust, association or
organization, or any corporation, trust, partnership, association, or
organization in which this Trust holds or is about to acquire shares or any
other interest.


4





Section
2.9.           Power as
to Securities.





The
Trustees shall have power to exercise all the rights, powers, and privileges
appertaining to the ownership of all or any securities forming part of the Trust
property to the same extent that an individual might, and, without limiting the
generality of the foregoing, to vote, or give any consent, request, or notice,
or waive any notice, either in person or by proxy or power of attorney, with or
without power of substitution, to one or more persons, which proxies and powers
of attorney may be for meetings or action generally or for any particular
meetings or action, and may include the exercise of discretionary
powers.





Section
2.10.        Power to
Delegate.





Except as
otherwise provided herein, the Trustees shall have power to delegate from time
to time to such one or more of their number, or to such other person or persons
as the Trustees may deem appropriate, the doing of such things and the execution
of such deeds or other instruments either in the names of all the Trustees or as
the Trust’s agents, officers, employees, attorneys or representatives, as the
Trustees may from time to time deem expedient.





Section
2.11.        General Power to Enforce
and Collect Securities.





The
Trustees shall have power to collect, sue for, receive and receipt for all sums
of money coming due to this Trust, to consent to the extension of the time for
payment of, to waive defaults in respect of, or to consent to the renewal of any
bonds or other securities or obligations, and to engage or intervene in,
prosecute, defend, compound, compromise, abandon or adjust, by arbitration or
otherwise, any actions, suits, proceedings, disputes, claims, demands, or things
relating to the Trust property; to be parties to reorganizations and to transfer
to and deposit with any corporation, committee, voting trustees, or other
persons, any stocks, shares, or bonds, or other securities or obligations of any
corporation, trust, association, or other organization, the securities of which
form a part of the Trust property, for the purposes of any reorganization of any
such corporation, trust, association, or other organization, or otherwise to
participate in any arrangement for enforcing or protecting the interests of the
Trustees as the owners or holders of such stocks, shares, bonds, or other
securities or obligations and to pay any assessment levied in connection with
such reorganization or arrangements; and to give time with or without security
for the payment or delivery of any debts or property and to execute and enter
into releases, agreements, and other instruments; and to pay or satisfy any
debts or claims upon evidence that the Trustees think sufficient.





5




Section
2.12.        Power to Incur Expenses,
Appoint and Employ Officers and Agents.


The
Trustees shall have power to incur and pay from the Trust property, or reimburse
other for payments made in connection with, any charges or expenses which, in
the opinion of the Trustees, are necessary or incidental to, or proper for the
organizing or financing of the Trust or for the carrying out of any of the
purposes of the Trust without regard to whether such charges or expenses are for
services rendered before or after the execution of this Declaration and without
regard to any interest of any Trustee in such payment; to employ such clerical
assistance as they deem necessary to the transaction of the business of the
Trust; to appoint, engage, or employ officers and other persons, firms or
corporations, including consultants, accountants, technical, financial, real
estate or investment advisers or managers, attorneys, real estate agents or
brokers, corporate fiduciaries, depositories, transfer agents for the transfer
of shares in the Trust, registrars, underwriters, investment bankers, or others
for the sale of shares or securities of, or financing of, the Trust; and to fix
their titles, duties, periods of employment and compensation.  The
same persons may be employed in multiple capacities and may receive compensation
from the Trust in as many capacities as they may be engaged or employed by the
Trust, and the Trustees, or any of them, may be the persons, or be interested in
the persons, so employed.





Section
2.13.        Power to Endorse and
Guarantee.





The
Trustees shall have power to endorse or guarantee the payment of any notes or
other obligations of any person; to make contracts of guaranty or suretyship, or
enter into other obligations therefor; and to mortgage and pledge the real and
personal property of the Trust or any part thereof to secure any or all of such
obligations provided that no such endorsement, guaranty, or suretyship shall
relate to the individual obligation of any officer, employee or Trustee of the
Trust.





Section
2.14.        Power as to Bank
Deposits.





The
Trustees shall have power to deposit any moneys or securities included in the
Trust property with any one or more banks, trust companies, or other banking
institutions deemed by the Trustees to be responsible, without regard to whether
such accounts will earn interest, such moneys or securities to be subject to
withdrawal on notice or upon demand and in such manner as the Trustees may
determine, and the Trustees shall have no responsibility for any loss which may
occur by reason of the failure of the person with whom the moneys or securities
have been deposited properly to account for the moneys or securities so
deposited.





Section
2.15.        Power to Determine Capital
and Income.





The
Trustees shall have power to determine conclusively whether any monies,
securities, or other properties of the Trust are for the purposes of the Trust
to be considered as capital or income and in what manner any expenses or
disbursements are to be borne as between capital and income whether or not in
the absence of the provision such moneys, securities, or other properties would
be regarded as capital or as income and whether or not in the absence of this
provision such expense or disbursement would ordinarily be charged to capital or
to income.





Section
2.16.        Power to Value Trust
Property and Keep Books.





The
Trustees shall have power from time to time to determine conclusively the value
of, and to revalue, any of the real estate, securities, or other properties of
this Trust and any services, securities, property or other consideration
hereafter to be acquired by this Trust in accordance with such appraisals or
other information as they deem satisfactory, and in accordance with methods of
valuation consistently applied; and to keep the books of the Trust and render
reports to the Beneficiaries of the Trust on the basis of the figures so
adopted.


6





Section
2.17.        Power to Solicit Proxies
etc.





The
Trustees shall have power to solicit proxies of the Beneficiaries, to adopt and
use a seal, and to determine the fiscal year of the Trust and the method or form
in which its accounts shall be kept and to change from time to time the fiscal
year or method or form of accounts.





ARTICLE
III


Limitations of Liability of
Beneficiaries, Trustees and Others





Section
3.1.           No
Personal Liability of Beneficiaries.





No
Beneficiary of this Trust shall be held to any personal liability whatsoever, in
tort, contract or otherwise, in connection with Trust property or the affairs of
this Trust, nor shall any Beneficiary be liable to assessment in connection
therewith.  The Trustees shall have no power to bind the Beneficiaries
personally, and all persons shall look solely to the Trust property for
satisfaction of claims of any nature arising in connection with Trust property
or the affairs of this Trust, whether founded upon any debt, demand, judgment,
decree or obligation of any nature whatsoever against or incurred by the Trust,
or by the Trustees, or by any officer, employee, or agent thereof.





The
Trustees shall maintain such insurance against possible liability on the part of
the Trust and on the part of the Beneficiaries and any officers or Trustees of
the Trust in the course of trust business as the Trustees in their sole
discretion deem to be appropriate to protect the Trust property, the
Beneficiaries and the officers or Trustees of the Trust.





In every
written order, contract, bond, note, mortgage, instrument or obligation given or
executed by the Trustees or with their authority, the Trustees shall cause to be
inserted, where appropriate, a provision that the Beneficiaries shall not be
personally liable and that the other party shall look solely to the property of
the Trust for the payment of any claim thereunder.  The omission,
however, of such provision from any such document or instrument shall not affect
the validity thereof or render the Beneficiaries personally liable thereon, nor
shall the Trustees or any officer, employee or agent of the Trust be liable for
such omission, nor shall such omission in any way affect any right of the
Trustees or Beneficiaries to indemnification from the Trust
property.





Section
3.2.           Trustee’s
Liability Other Than to the Trust or Beneficiary.





No
Trustee, officer, employee or agent of this Trust shall be held to any personal
liability whatsoever, in tort, contract or otherwise, to others than the Trust
or the Beneficiaries in connection with Trust property or the affairs of this
Trust; and all such persons shall look solely to the Trust property for
satisfaction of claims of any nature arising in connection with Trust property
or the affairs of this Trust.  If the Trustees, as Trustees, are made
parties to any suit or proceedings to enforce any such obligation or liability,
they shall not on account thereof be held to any personal
liability.


7





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 him 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 him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Trust, except that no indemnification shall be made in respect
of any claim, issue or matter as to 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 such action or suit was brought shall determine upon application
that, despite the adjudication of liability, but in view of all the
circumstances of the 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 trustee, officer, employee, or agent has been successful on the
merits or otherwise in defense of any 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 enforceing 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 Trust 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.


8





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.





Section
3.4.           No Implied
Covenants or Obligations to be Read Into this Instrument; Trustees’ Right to
Rely on Investment Advisers and Counsel and Accountants.





Without
in any respect relieving the Trustees of this Trust from liability for bad
faith, willful misfeasance, or willful disregard of their duties, it is
expressly agreed that:





(1)           The
duties and obligations of the Trustees shall be determined solely by the express
provisions of this instrument and the Trustees shall not be liable except for
the performance of such duties and obligations as are specifically set forth in
this instrument and no implied duties or obligations shall be read into this
instrument.


9





(2)           The
Trustees are authorized to rely conclusively, as to the truth of the statements
and the correctness of the opinions and facts expressed therein, upon any
opinion or statements furnished to the Trustees by the Trust’s investment
advisers.  The Trustees of this Trust shall not incur any personal
liability whatsoever for their reliance on such opinions and statements and/or
any action or lack of action based on such opinions or statements.





(3)           The
Trustees may consult with counsel and independent public accountants selected by
the Trustees and the opinion of such counsel or independent public accountants
shall be full and complete authorization and protection in respect of any action
taken or suffered by the Trustees in accordance with or based on the opinion of
such counsel or independent public accountants.





(4)           The
Trustees shall incur no personal liability whatsoever in acting upon any demand,
notice, request, opinion, consent, waiver, certificate, document, statement of
facts or instrument believed by them to be genuine or to have been signed or
presented by the proper persons or properly or duly made.





ARTICLE
IV


Shares of Beneficial
Interest





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.


10


(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 shares,
may be paid on the Common Shares at such time and in such amounts as the
Trustees 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 shall be set forth in a certificate
of designations approved by the Trustees and referencing this
Declaration.





Section
4.2.           Share
Certificates.





Every
Beneficiary shall be entitled to receive a transferable certificate, in such
form as the Trustees shall from time to time approve, specifying the class,
series and number of shares of beneficial interest in the Trust property held by
him.  The certificates in the form so approved shall be treated as
negotiable, and title thereto and to the shares represented thereby shall be
transferred by delivery thereof endorsed either in blank or to a specified
person by the person appearing by the certificate to be the owner of the shares
represented thereby or by delivery of the certificate and of a separate document
containing either a written assignment of the certificate or a power of attorney
to sell, assign or transfer the certificate or the shares represented thereby,
which separate document is signed by the person appearing by the certificate to
be the owner of the shares represented thereby, and which assignment or power of
attorney is either in blank or to a specified person.  Unless
otherwise determined by the Trustees, such certificates shall be signed,
manually or by facsimile, by one or more of the Trustees or officers of this
Trust designated for that purpose from time to time by the Trustees by
instrument in writing filed with the transfer agent and registrar, if any, and
shall be countersigned by a transfer agent, and registered by a registrar, if
any. mere shall be filed with each transfer agent and registrar, if any, a
certified copy of the form of certificate so approved by the Trustees, and such
form shall continue to be used unless and until the Trustees approve some other
form.  In case any one or more officers or Trustees of this Trust who
shall have signed certificates shall cease to be such Trustees or officers
before the certificates so signed shall have been actually issued, such
certificates may nevertheless be issued with the same effect as though the
persons who signed such certificates had not ceased to be such officers or
Trustees of this Trust. The Trustees may in their discretion authorize
certificates to be signed or authenticated by the facsimile signature of the
Trustees or officers who are authorized to sign such certificates; provided that
any certificate signed or authenticated by the facsimile signature of an officer
or Trustee shall not be valid unless countersigned by a transfer agent and
registered by a registrar, if any.





Section
4.3.           Issue of
Shares.





The
Trustees in their discretion may from time to time without vote of the
Beneficiaries issue shares of this Trust, in addition to the then issued and
outstanding shares and shares, if any, held in the treasury, to such party or
parties and for such property or consideration, at such time or times, and on
such terms as the Trustees may deem best, and may in such manner acquire other
assets (real, personal, or mixed) and businesses, and no prior offering thereof
to any Beneficiaries need be made, except as may be specifically provided in the
express terms of the certificate of designations with respect to any series of
Preferred Shares.


11


Section
4.4.           Trustees
Right to Own Shares.





A Trustee
may acquire, hold or dispose of shares in the Trust for his individual account
or the account of another and may exercise all rights of a Beneficiary to the
same extent as though he were not Trustee.





Section
4.5.           Indemnification
of Underwriters.





Without
in any way limiting the generality of the other applicable provisions of this
Declaration, it is expressly understood that the Trustees shall have power in
connection with the sale of shares or securities of the Trust, to indemnify and
save harmless, or to obtain insurance to indemnify and save harmless, any
underwriter, dealer or other participant in the purchase or distribution of
securities of the Trust (including persons in whom a Trustee or officer has an
interest), in respect of such matters, in such amounts and for such periods of
time as the Trustees shall, in their sole discretion, determine to be necessary
or desirable.





Section
4.6.           Change of
Number of Issued Shares of Beneficial Interest.





(a)           The
Trustees are hereby empowered, from time to time and without action of the
Beneficiaries, to change the then issued shares of beneficial interest (“Old
Shares”) into a lesser number (a “Reverse Split”) of shares of beneficial
interest (“New Shares”).  In connection therewith, in lieu of a
fractional New Share, each holder of an Old Share who otherwise would be
entitled to receive a fractional New Share will be entitled to receive cash in
an amount equal to the market value of each Old Share that would have been
converted into a fraction of a New Share but for this sentence, upon surrender
of the certificate for such Old Share.  For this purpose, the market
value of each Old Share shall be the unweighted average of the closing price of
a common share of beneficial interest for each of the ten business days ending
on the date immediately preceding the date on which the Reverse Split becomes
effective.  The Trustees are hereby empowered to adopt rules and
regulations concerning the surrender of certificates with respect to Old Shares,
issuance of certificates with respect to the New Shares and payment for
fractional shares resulting from any Reverse Split that the Trustees may, from
time to time, authorize.





(b)           The
Trustees are hereby empowered, from time to time and without action of the
Beneficiaries, to change the Old Shares into a greater number (a “Forward
Split”) of shares of beneficial interest (“Forward New Shares”).  In
connection therewith, the Trustees are hereby empowered to adopt rules and
regulations concerning the surrender of certificates with respect to Old Shares,
issuance of certificates with respect to the Forward New Shares and payment for
fractional shares resulting from any Forward Split that the Trustees may, from
time to time, authorize.





(c)           In
connection with the implementation of a specific Reverse Split or Forward Split,
the Trustees may, but shall not be required to, change the par value per
Share.


12





ARTICLE
V


Record and Transfer of
Shares





Section
5.1.           Register
of Shares - Record Owners.





A
register shall be kept by or on behalf of the Trustees, under the direction of
the Trustees, which shall contain the names and addresses of the Beneficiaries
and the number of shares held by them respectively and the numbers of the
certificates representing the same and a record of all transfers
thereof.  Only Beneficiaries whose certificates are so recorded shall
be entitled to vote or to receive dividends or otherwise to exercise or enjoy
the rights of Beneficiaries.  No Beneficiary shall be entitled to
receive payment of any dividend, nor to have notice given to him as herein
provided, until he has given his address to a transfer agent or such other
officer or agent of the Trustees as shall keep the said register for entry
thereon.  The persons in whose names the shares are registered
pursuant to this Section 5.1 shall be deemed the absolute owners thereof, and,
until a transfer is effected on the books of the Trust, the Trustees shall not
be affected by any notice, actual or constructive, of any transfer and the
Trustees may treat the persons in whose names shares stand of record as the
absolute owners thereof for all purposes.





Section
5.2.           Transfer
Agents and Registrars.





The
Trustees shall have power to employ in any city a transfer agent or transfer
agents, and if they so determine a registrar or registrars.  The
transfer agent or transfer agents may keep the register of the Trust and record
therein the original issues and transfers, if any, of the said shares and
countersign certificates of shares issued to the persons entitled to the
same.





Section
5.3.           Deposit of
Certificates with Transfer Agents.





Signed
certificates for shares in blank may be deposited with any transfer agent of
this Trust, to be used by the transfer agent in accordance with authority
conferred upon it as occasion may require, and in so doing the signers of such
certificates shall not be responsible for any loss resulting
therefrom.





Section
5.4.           Transfer
on Records of Trust.





Shares
shall be transferable on the records of the Trust (other than by operation of
law) only by the record holder thereof or by an agent duly authorized by such
holder in writing, upon delivery to the Trustees or a transfer agent of this
Trust of the certificate or certificates therefor, properly endorsed or
accompanied by duly executed instrument or instruments of transfer, together
with such evidence of the genuineness of each such endorsement, execution and
authorization and of other matters as may reasonably be
required.  Upon such delivery the transfer shall be recorded on the
register of the Trust and a new certificate for the shares so transferred shall
be issued to the transferee, and in case of a transfer of only a part of the
shares represented by any certificate a new certificate for the residue thereof
shall be issued to the transferor.  But until such record is made, the
Beneficiary of record shall be deemed to be the holder of such shares for all
purposes hereof, and neither the Trustees nor any transfer agent or registrar
nor any officer or agent of this Trust shall be affected by any notice of the
proposed transfer.


13





Section
5.5.           Transfer
by Operation of Law.





Any
person becoming entitled to any shares in consequence of the death, bankruptcy
or insolvency of any Beneficiary, or otherwise by operation of law, shall be
recorded as the holder of the said shares and receive a new certificate for the
same upon production of the proper evidence thereof and delivery of the existing
certificate to the Trustees or a transfer agent of this Trust.  But
until such record is made, the Beneficiary of record shall be deemed to be the
holder of such shares for all purposes hereof and neither the Trustees nor any
transfer agent or registrar nor any officer or agent of this Trust shall be
affected by any notice of such death, bankruptcy, or insolvency.





Section
5.6.           Joint
Owners of Shares.





The
Trustees may treat two or more persons holding any share as joint tenants of the
entire interest therein unless their ownership is expressly otherwise recorded
on the register of the Trust, but no entry shall be made in the register or in
any certificate that any person is in any other manner entitled to any future,
limited or contingent interest in any share; provided, however, that any person
recorded as a holder of any share may, subject to the provisions hereinafter
contained, be described in the register or in any certificate as a fiduciary of
any kind and any customary words may be added to the description of the holder
to identify the nature of such fiduciary relationship.





Section
5.7.           Duty of
Trustees in Share Transfers.





The
Trustees shall not, nor shall the Beneficiaries, or any officer, transfer agent
or other agent of this Trust or of the Trustees, be bound to see the execution
of any trust, express, implied or constructive, or of any charge, pledge, or
equity to which any of the shares in the Trust or any interests therein are
subject, or to ascertain or inquire whether any sale or transfer of any such
shares or interest therein by any Beneficiary or his personal representatives is
authorized by such trust, charge, pledge, or equity, or to recognize any person
as having any interest therein except for the person recorded as such
Beneficiary.  The receipt of the person in whose name any share is
recorded, or, if such share is recorded in the name of more than one person, the
receipt of any such persons shall be a sufficient discharge for all dividends
and other money and for all shares, bonds, obligations and other property
payable, issuable, or deliverable in respect of such shares and from all
liability to see to the application thereof.





Section
5.8.           Lost
Certificates.





In case
of the loss, mutilation or destruction of any certificate for shares hereunder,
the Trustees may issue or cause to be issued a new certificate on such terms as
they may see fit.





14




Section
5.9.           Regulations
on Transfer.


The
Trustees may from time to time adopt such regulations as they see fit relating
to issue, transfer, recording and registry of shares and the effects thereof,
the issuance or prohibition of fractional shares, the use of scrip in place of
fractional shares and the Trustees, by provision in the By-Laws may restrict or
regulate issuance or transfer of shares in such manner as they, with advice of
counsel, shall deem advisable to prevent disqualification of the Trust for
taxation as a real estate investment trust under the Internal Revenue Code and
the regulations (proposed or in effect) thereunder; provided that the Trustees
shall not amend or waive Article VI, Section 6 of the By-Laws of the Trust
unless either (i) action is taken to so amend or waive by at least 70% of the
Trustees then in office or (ii) action is taken by a majority but less than 70%
of such Trustees and such action is approved by the holders of at least 70% of
the outstanding shares.





ARTICLE
VI


Characteristics of
Shares





Section
6.1.           Trustees
in Complete Control.





The
ownership of the Trust property of every description and the right to conduct
the affairs of the Trust are vested exclusively in the Trustees, and the
Beneficiaries shall have no legal title to the Trust property, their interest
being equitable only and limited to the beneficial interest conferred by their
shares issued hereunder, and they shall have no right to call for any partition
or division of any property, profits, rights, or interests of the
Trust.





Section
6.2.           Trust Not
Affected by Death of Beneficiary.





The death
of a Beneficiary during the continuance of this Trust shall not terminate the
Trust nor give his or her legal representative a right to an accounting or to
take any action in the courts or otherwise against other Beneficiaries or the
Trustees or the property held hereunder, but shall simply entitle the legal
representatives of the deceased Beneficiary to demand and receive a new
certificate representing shares of beneficial interest in the Trust in place of
the certificate held by the deceased Beneficiary, and upon the acceptance of
which such legal representatives shall succeed to all the rights of the deceased
Beneficiary under the Trust.





Section
6.3.           Shares
Held by Trust.





Shares
issued hereunder and purchased or otherwise acquired by the Trustees for the
account of the Trust shall be canceled.





ARTICLE
VII


Meetings of
Beneficiaries





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.


15




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.





Section
7.2.           Notice of
Meetings.





Notice of
all annual and special meetings of the Beneficiaries shall be given by a Trustee
or other officer by mail to each Beneficiary at his address as recorded in the
register of the Trust, mailed at least ten days before the
meeting.  No business shall be transacted at any special meeting of
Beneficiaries unless notice of such business has been given in the call for the
meeting.  Any adjourned meeting may be held as adjourned without
further notice.  The holders of shares entitling them to exercise a
majority of the voting power of the Trust present in person or by proxy shall
constitute a quorum for any annual or special meeting of
Beneficiaries.





Section
7.3.           Beneficiaries
Cannot Bind Trustees.





Except as
provided in Articles VIII, X, and XI, no action taken by the Beneficiaries at
any meeting shall in any way bind the Trustees.





Section
7.4.           Closing
Transfer Books - Record Date.





For the
purpose of determining the Beneficiaries who are entitled to receive notice of,
or to vote at, a meeting of Beneficiaries, or to receive payment of any dividend
or distribution, or to receive or exercise rights of purchase of or subscription
for, or exchange or conversion of, shares or other securities, the Trustees may
from time to time close the transfer books for such period not exceeding twenty
days as the Trustees may determine; or, without closing the transfer books, the
Trustees may fix a record date, which shall not be earlier than the date on
which the record date is fixed and shall not be more than sixty days preceding
the date of the meeting of the Beneficiaries or the date fixed for the payment
of any dividend or distribution, or the date for the receipt or exercise of
rights, as the case may be, as the record date for determination of the
Beneficiaries who are entitled to such notice or to vote at such meeting or to
receive payment of such dividend or distribution or to receive or exercise such
rights, and any Beneficiary who was a Beneficiary at the time so fixed shall be
entitled to such notice or to vote at such meeting or any adjournment thereof,
or to receive such dividend or distribution or to receive or exercise such
rights even though he has since that date disposed of his shares, and no
Beneficiary becoming such after such date shall be entitled to such notice,
vote, dividend, distribution or rights.





16




Section
7.5.           Voting.


At any
meeting of the Beneficiaries, any holder of shares entitled to vote thereat may
vote in person or by proxy.  Only Beneficiaries of record shall be
entitled to vote.  When any share is held jointly by several persons,
any one of them may vote at any meeting in person or by proxy in respect of such
share, but if more than one of them shall be present at such meeting in person
or by proxy, and such joint owners or their proxies so present disagree as to
any vote to be cast, no vote shall be received in respect of such
share.  If any such holder of a share is a minor and subject to
guardianship or is subject to the legal control of any other person as regards
the charge or management of such share, he may vote by his guardian or such
other person appointed or having such control, and such vote may be given in
person or by proxy.





Section
7.6.           Report at
Annual Meeting.





At each
annual meeting of the Beneficiaries the Trustees shall make a report upon the
affairs of the Trust and upon its business and operations, together with a
statement of its financial standing as shown by the books of account of the
Trust.





Section
7.7.           Inspection
of Records.





Beneficiaries
shall have the right, at reasonable times during business hours and for proper
purposes to inspect the records and books of account of the Trust and the
records of the meetings of the Beneficiaries and Trustees.





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.


17





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 by an 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 entitled to vote at a duly held meeting of the Beneficiaries call
for the purpose.





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.





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.


18





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.





ARTICLE
IX


Distributions To
Beneficiaries





Section
9.1.           Trustees
May Make Distributions.





The
Trustees may from time to time distribute ratably among the Beneficiaries such
proportion of the cash available from operations of the Trust, net profits,
surplus (including paid-in surplus) or capital or assets of the Trust as they
may deem proper, and such distribution may be made in cash or in property
(including any type of obligation of the Trust or any assets thereof); and the
Trustees may distribute ratably among the Beneficiaries additional shares
issuable hereunder in such manner and on such terms as the Trustees may deem
proper.  In making such distributions the Trustees shall be guided by
the requirements for qualification of the Trust as a “real estate investment
trust” under provisions of the Internal Revenue Code, as now enacted or as may
hereafter be amended from time to time, but nevertheless the amount of all
distributions and the time of declaration and payment thereof shall be wholly in
the discretion of the Trustees, as shall also the determination of what
constitutes cash available from operations of the Trust, net profits or
surplus.  Such distributions may be among the Beneficiaries of record
at the time of declaring a distribution or among the Beneficiaries of record at
such other date (not more than thirty days prior to payment of such
distribution) as the Trustees shall determine.


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Section
9.2.           Retained
Amounts.





The
Trustees may always retain from the net profits or cash receipts such amount as
they may deem necessary to pay the debts or expenses of the Trust or to meet
obligations of the Trust, or as they may deem desirable to use in the conduct of
its affairs or to retain for future requirements or extensions of the
business.





Section
9.3.           Information
to Beneficiaries.





The Trust
shall furnish to the Beneficiaries from time to time such statements,
certificates or other information as is then required by the law, or regulation
thereunder, applicable to a “real estate investment trust” qualifying as such
under the Internal Revenue Code.





ARTICLE
X


Amendment of
Trust





Section
10.1.         Amendment.





At any
time when no shares in the Trust are outstanding, the Trustees may amend any
provisions of this Declaration.  A certificate signed by a majority of
the Trustees, setting forth such amendment and reciting that it 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 Trust are outstanding, the Trustees may amend the
Declaration in any particular, except with respect 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 records of 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.


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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 the Trust shall be required to amend or repeal Sections 5.9, 8.1, 8.2,
8.4, 11.14, 12.2 and this 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.





ARTICLE
XI


Miscellaneous





Section
11.1.         Failure to Qualify as
Real Estate Investment Trust.





The
failure of the Trust to qualify as a “real estate investment trust” under the
Internal Revenue Code shall not render the Trustees liable to the Beneficiaries
or to any other person or in any manner operate to annul the Trust.





Section
11.2.         Laws of Ohio
Govern.





This
instrument is executed by the Trustees and delivered in the State of Ohio and
with reference to the laws thereof, and the rights of all parties and the
construction and effect of every provision hereof shall be subject to and
construed according to the laws of said State. The Trust will not, in dealing
with any Trustee, investment adviser, officer or employee of the Trust enter
into any transactions contrary to Ohio law.





Section
11.3.         Counterparts.





This
Declaration may be simultaneously executed in several counterparts, each of
which so executed shall be deemed to be an original, and such counterparts,
together, shall constitute but one and the same instrument, which shall be
sufficiently evidenced by any such original counterpart.





Section
11.4.         Certifications.





Any
certificate signed by a person (who according to the records of the Trust
appears to be a Trustee hereunder) concerning the number or identity of Trustees
or Beneficiaries, showing that the execution of any instrument or writing has
been duly authorized, showing the form of any vote passed at a meeting of
Trustees or Beneficiaries, the fact that the number of Trustees or Beneficiaries
present at any meeting or executing any written instrument satisfied the
requirements of this Declaration of Trust, the form of any by-laws adopted by or
the identity of any officer appointed by the Trustees or the existence or
non-existence of any fact or facts which in any manner relate to the affairs of
the Trust shall be conclusive evidence as to the matters so certified in favor
of any person dealing with the Trustees, or any one or more of them, and the
successors of such person.


21





Section
11.5.         Recording.





This
Declaration of Trust, any amendment thereof, evidence of any change of Trustees
and of the By-Laws and amendments thereto, and any other matters relating to the
Trust or its officers, Trustees or powers may be recorded with the Trust’s
Transfer Agent or such other bank or trust company as the Trustees shall from
time to time designate.  Anyone dealing with the Trust may rely
conclusively upon such recording and instruments so recorded, and on any
certificate of the kind described in Section 11.4 hereof which is signed by a
person who according to such recording appears to be a Trustee
hereunder.





Section
11.6.         Annual Financial
Statements.





The
Trustees shall cause to be prepared for each fiscal year of the Trust an annual
report consisting of a detailed statement of the activities of the Trust during
each such fiscal year and a balance sheet and a statement of income and surplus
of the Trust, which financial statement shall contain an opinion thereon of an
independent certified accountant or independent public accountant based on an
examination of the records and books of account of the Trust made in accordance
with generally accepted auditing procedures.  A copy of such annual
report shall be delivered to each Beneficiary hereunder within ninety days after
the close of the period covered by the report and prior to the annual meeting of
Beneficiaries for the next fiscal year following the close of such
period.  A manually signed copy of the report shall also be filed with
the Trustees.  In addition, the Trustees shall cause to be prepared
and delivered to Beneficiaries hereunder interim financial reports, at least
quarterly containing a current balance sheet which may be
unaudited.





Section
11.7.         Information on Share
Ownership.





Every
Beneficiary shall be obligated to furnish to the Trustees upon demand a written
statement disclosing the actual and constructive (as the terms “actual” and
“constructive” are defined for purposes of the “real estate investment trust”
provisions in the Internal Revenue Code and the regulations proposed or in
effect thereunder) ownership of the shares registered in the name of such
Beneficiary.  A list of the Beneficiaries failing or refusing to
comply in whole or in part with a demand of the Trustees for such written
statement shall be maintained by the Trustees as part of the records of the
Trust.  The Trustees may establish such requirements as to furnishing
of information as to actual or constructive ownership of shares as they may from
time to time deem advisable and may, under provision in the By-Laws, condition
the issuance of certificates and registration of ownership of shares in the name
of any person upon the furnishing of such information and on such information
showing that issuance of the certificate and registration of such person as a
Beneficiary will not, in the opinion of counsel for the Trust, result in the
Trust becoming disqualified for taxation as a real estate investment trust under
the Internal Revenue Code.





Section
11.8.         Fiscal
Year.





The
Trustees may establish a fiscal year and from time to time alter or change the
same.


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Section
11.9.         Notices.





Notices
delivered or sent by mail to any Beneficiary at his last address of record as
shown by the register of the Trust shall be deemed properly delivered and be
binding upon all parties.





Section
11.10.       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
11.11.       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
11.12.       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
11.13.       Advisers.





Subject
to the provisions of this Declaration, the Trustees may employ any person, firm
or corporation as adviser.  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.





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Section
11.14.       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.





Section
11.15.       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
11.16.       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
11.17.       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
11.18.       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.


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ARTICLE
XII


Duration Of The
Trust





Section
12.1.         Term of
Trust.





This
Trust shall continue without limitation of time, except that (a) the Trust is
subject to termination pursuant to Sections 2.8 or 12.2 and (b) in the event
that Ohio Revised Code, Section 2131.08, or any other statute or rule of law
shall provide that the Trust may not continue perpetually, then the Trust shall
continue for the longest period of time permitted by law, unless sooner
terminated as herein provided, and to the extent that measuring lives in being
are required to determine the term of the Trust, such measuring lives in being
shall be the following persons living at the time of the execution of this
Declaration, and the Trust shall in such event continue until the death of the
last survivor of them plus such maximum additional period of years as is
permitted by law, unless sooner terminated as herein
provided:  Robert F. Black, James D. Ireland,
Gilbert H. Scribner, Stuart F. Silloway, Russell J. Olderman and
the following:





Karen
      Fredonia Black
            Sharron
      Pendleton Black
            Elizabeth
      Harrison BlackRobert
      Fager Black III
            Michael
      Frazer Black
            Elizabeth
      Frazer VehringPamela
      Harrow Vehring
            Alexander
      Todd Vehring
            Tracy
      Leseure YeomansPatricia
      Yeomans
            Richard
      Black Yeomans
            Jeanne
      Carol OldermanHelen
      Eaton Scribner
            Nancy
      Van Dyke Scribner II
            Wm.
      Van Dyke Scribner IIWilliam
      Gilbert Smith
            Edith
      Goodrich Kirk
            Nancy
      V. D. KirkWilliam
      Douglass Kirk, Jr.
            Donald
      Scribner Kirk
            Robert
      D. Judson, Jr.Gilbert
      Hilton Judson
            Douglas
      Stahl Judson
            Duncan
      Scribner JudsonFrank
      Van Dyke Judson
            Hunter
      Romeyn Judson
            Carol
      YeomansJill
      Francis Olderman
            Virgina
      Kraft Olderman





Section
12.2.         Merger; Sale of Trust
Property.





No merger
of the Trust into another entity or no consolidation or combination of the Trust
with one or more other entities shall be made without the consent of the holders
of at least (i) a majority of the outstanding shares if at least 70% of the
Trustees have approved such action or (ii) 70% of the outstanding shares if at
least a majority but less than 70% of the Trustees have approved such action, in
either case given at a meeting of the Beneficiaries held for that purpose;
provided that no vote of Beneficiaries shall be required with respect to any
merger intended merely to change the Trust from a trust entity to a corporation
or other operating entity and provided further that no vote of Beneficiaries
shall be required with respect to a merger of the Trust with another entity if
the Trust would be the surviving entity and if, after the transaction, no
shareholder would be in violation of any limitation on share ownership adopted
pursuant to Section 5.9.  The Trustees shall have the power to sell,
exchange transfer or otherwise dispose of any or all Trust property upon
approval of at least a majority of the Trustees.





25




Section
12.3.         Liquidation.


On
disposal of the Trust property pursuant to Sections 2.8 or 12.2 and in
connection with a plan of liquidation of the Trust adopted by the Trustees, the
Trustees shall make provision for the payment of all outstanding obligations,
taxes and other liabilities, accrued or contingent, of the Trust, and shall then
distribute the remaining assets of the Trust ratably among the holders of the
outstanding shares of beneficial interest in accordance with the terms and
preferences of such shares.  Upon completion of the distribution of
such remaining assets, the Trust shall terminate and the Trustees shall be
discharged of any and all further liabilities and duties hereunder and the
right, title and interest of all parties shall be canceled and discharged;
provided, however, that the powers of the Trustees hereunder shall continue
until the affairs of the Trust shall have been wound up and all obligations
discharged.


26





IN
WITNESS WHEREOF, the undersigned, being all of the Trustees of Winthrop Realty
Trust, have hereunto set their hands to this Second Amended and Restated
Declaration of Trust this 21st day of May, 2009, and hereby certify that the
Trustees amended and restated the Declaration of Trust with the approval of the
owners of a majority of the shares of beneficial interest in the Trust on May
21, 2009, and that this Second Amended and Restated Declaration of Trust sets
forth each and every provision of this Declaration as amended through May 21,
2009, and further certify that the Trustees named on the first page of this
Declaration constitute all the present Trustees of the Trust.





/s/ Michael L. Ashner
                
                /s/ Arthur Blasberg, Jr.Michael
      L. Ashner
                
                Arthur
      Blasberg Jr./s/ Howard Goldberg
                
                /s/ Thomas McWilliamsHoward
      Goldberg
                
                Thomas
      McWilliams/s/ Bradley Scher
                
                /s/ Lee SeidlerBradley
      Scher
                
                Lee
      Seidler/s/ Carolyn Tiffany
                
                /s/ Steven ZalkindCarolyn
      Tiffany
                
                Steven
      Zalkind


27