REGISTRATION RIGHTS AGREEMENT

Dated as of July 9, 2004

by and among

AMERICAN FINANCIAL REALTY TRUST,

DEUTSCHE BANK SECURITIES INC.

and

BANC OF AMERICA SECURITIES LLC

4.375% Convertible Senior Notes Due 2024

TABLE OF CONTENTS

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this Agreement) is dated as of July 9, 2004, by and between American Financial Realty Trust, a Maryland real estate investment trust (the Company) and Deutsche Bank Securities Inc. and Banc of America Securities LLC (the Initial Purchasers).

This Agreement is entered into in connection with the Purchase Agreement, as amended, dated June 24, 2004 (the Purchase Agreement), between the Company, First States Group, L.P., a Delaware limited partnership and the Initial Purchasers, which provides for the sale by the Company to the Initial Purchasers of $300 million aggregate principal amount of the Companys 4.375% Convertible Senior Notes Due 2024 (the Firm Notes), plus up to an additional $85 million aggregate principal amount of the same which Deutsche Bank Securities Inc. may subsequently elect to purchase pursuant to the terms of the Purchase Agreement (the Option Notes and, together with the Firm Notes, the Notes), which are convertible into common shares of beneficial interest, par value $.001 per share, of the Company (the Underlying Shares). The Notes are being issued pursuant to an Indenture dated as of the date hereof (the Indenture), by and between the Company and Deutsche Bank Trust Company Americas, as Trustee.

In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and subsequent holders of the Notes or Underlying Shares as provided herein. The execution and delivery of this Agreement is a condition to the Initial Purchasers obligation to purchase the Firm Notes under the Purchase Agreement.

The parties hereto hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

Agreement: See the first introductory paragraph hereto.

Amendment Effectiveness Deadline Date: See Section 2(d)(i) hereof.

Amount of Registrable Securities: (a) With respect to Notes constituting Registrable Securities, the aggregate principal amount of all such Notes then outstanding, (b) with respect to Underlying Shares constituting Registrable Securities, the aggregate number of such Underlying Shares outstanding multiplied by the Conversion Price (as defined in the Indenture) in effect at the time of computing the Amount of Registrable Securities or, if no Notes are then outstanding, the Conversion Price shall be calculated as if the Notes were continuously outstanding to the date of calculation, giving effect to any adjustments to the Conversion Price set forth in the Indenture as if the Indenture continued to be in effect, and (c) with respect to combinations thereof, the sum of (a) and (b) for the relevant Registrable Securities.

Business Day: Any day that is not a Saturday, Sunday or a day on which banking institutions in the City of New York are authorized or required by law or executive order to be closed.

Closing Date: July 9, 2004.

Company: See the first introductory paragraph hereto.

Controlling Person: See Section 6 hereof.

Damages Payment Date: See Section 3(c) hereof.

Deferral Period: See Section 3(b) hereof.

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