Common Shares of Beneficial Interest



                              WINTHROP REALTY TRUST



                             UNDERWRITING AGREEMENT



                                October 30, 2006



BEAR, STEARNS & CO. INC.

     As Representative of the

     several Underwriters named in

     Schedule I attached hereto (the "Representative")

c/o Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, New York 10179



Ladies and Gentlemen:



            Winthrop Realty Trust, an unincorporated association in the form of

a real estate investment trust (a "REIT") organized and existing under the laws

of Ohio (the "Company"), proposes, subject to the terms and conditions stated

herein, to issue and sell to the several underwriters named in Schedule I hereto

(the "Underwriters") an aggregate of 17,000,000 shares (the "Firm Shares") of

its common shares of beneficial interest, including par value $1.00 per share

(the "Stock"), and, for the sole purpose of covering over-allotments in

connection with the sale of the Firm Shares, at the option of the Underwriters,

up to an additional 2,550,000 shares (the "Additional Shares") of Stock. The

Firm Shares and any Additional Shares purchased by the Underwriters are referred

to herein as the "Shares". Bear, Stearns & Co. Inc. is acting as lead manager

(the "Lead Manager") in connection with the offering and sale of the Shares

contemplated herein (the "Offering").



            The Company's and its Subsidiaries' (as defined below) operations

are managed by its advisor, FUR Advisors LLC (the "Advisor"), pursuant to the

Amended and Restated Advisory Agreement, dated as of November 7, 2005 and

amended as of May 17, 2006 among the Company and the Advisor (the "Advisory

Agreement"). The Company, directly and through a wholly owned subsidiary, is the

sole general partner and sole limited partner of WRT Realty, L.P., a Delaware

limited partnership (the "Operating Partnership"). The Company owns its assets

and conducts its operations through the Operating Partnership and through

subsidiaries of the Operating Partnership. The Company will contribute the net

proceeds of the sale of the Shares to the Operating Partnership in exchange for

additional partnership interests in the Operating Partnership. The Company and

the Operating Partnership wish to confirm as follows their agreement with the

Lead Manager, in connection with the purchase of the Shares by the Lead Manager.



{PAGE}



      1. Representations and Warranties of the Company. The Company and the

Operating Partnership jointly and severally represent and warrant to, and agree

with, each of the Underwriters that:



            (a) The Company has filed with the Securities and Exchange

Commission (the "Commission") a registration statement under the Securities Act

of 1933, as amended (the "Securities Act"), relating to the Shares, on Form S-3

(No. 333-125987) (the initial filing and all pre-effective amendments thereto

collectively being referred to as the "Initial Registration Statement"); and

such Initial Registration Statement, and any post-effective amendment thereto,

each in the form previously delivered to you, have been declared effective by

the Commission, in such form. Other than a registration statement, if any,

increasing the size of the Offering (a "Rule 462(b) Registration Statement")

filed pursuant to Rule 462(b) under the Securities Act, which will become

effective upon filing, no other document with respect to the Initial

Registration Statement has heretofore been filed with the Commission. The

various parts of the Initial Registration Statement and the 462(b) Registration

Statement, if any, including all exhibits thereto and including (i) the

information contained in the form of final prospectus filed with the Commission

pursuant to Rule 424(b) under the Securities Act in accordance with Section 4(a)

hereof and deemed by virtue of Rule 430A, 430B or 430C under the Securities Act

to be part of the Initial Registration Statement at the time it became effective

under the Securities Act with respect to the Underwriters, and (ii) the

documents incorporated by reference in the prospectus contained in the Initial

Registration Statement at the time such part of the Initial Registration

Statement becomes effective, each as amended at the time such part of the

Initial Registration Statement or Rule 462(b) Registration Statement, if any,

became or hereafter becomes effective under the Securities Act with respect to

the Underwriters, are hereafter collectively referred to as the "Registration

Statement." Any reference to any amendment to the Registration Statement shall

be deemed to refer to and include any annual report of the Company filed

pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as

amended (the "Exchange Act"), after the effective date of the Initial

Registration Statement that is incorporated by reference therein. No stop order

suspending the effectiveness of the Initial Registration Statement, any

post-effective amendment thereto or the Rule 462(b) Registration Statement, if

any, has been issued and no proceeding for that purpose has been initiated or

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