VOTING AGREEMENT

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          This Voting Agreement, dated as of February 13, 2002, is by and among

each of the persons listed on the signature pages hereto (each, a "SHAREHOLDER")

of First Union Real Estate Equity and Mortgage Investments, an Ohio business

trust ("FIRST UNION"), First Union and Gotham Partners, L.P., a Delaware limited

partnership ("GOTHAM").



          (A) First Union, Gotham and certain other persons are parties to an

Agreement and Plan of Merger and Contribution dated as of the date hereof (as

the same may be modified or amended from time to time, the "MERGER AGREEMENT").

Capitalized terms used herein and not otherwise defined herein shall have the

meanings assigned to such terms in the Merger Agreement.



          (B) Each of the parties to the Merger Agreement has agreed to enter

into the Merger Agreement on the condition that the parties hereto enter into

this Agreement.



          NOW, THEREFORE, in consideration of the premises and the

representations, warranties, covenants and agreements contained herein, and for

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, and intending to be legally bound hereby, the parties

hereto hereby agree as follows:



          1. Representations, Warranties and Covenants.

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          Each Shareholder (with respect to itself only) hereby represents,

warrants and covenants, severally and not jointly, to Gotham and First Union as

follows:



          (a) Title

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          As of the date hereof, each Shareholder owns beneficially and of

record the number of shares of each class of capital stock of First Union set

forth after each Shareholder's name on EXHIBIT 1 hereto (with respect to each

Shareholder, the beneficial interests specified after each Shareholder's name on

EXHIBIT 1 hereto shall be referred to herein as the "SHARES"). The term

"BENEFICIAL OWNER" and all correlative expressions are used in this Agreement as

defined in Rules 13d-3 and 16a-1 under the Securities Exchange Act of 1934, as

amended.



          (b) Right to Vote

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          As of the date hereof and as of the date of the Company Meeting,

except for this Agreement and as otherwise permitted by this Agreement, each

Shareholder has full legal power, authority and right to vote all of the Shares,

to the extent the Shares carry the right to vote thereon, in favor of the

approval and authorization of the Mergers, the Merger Agreement and the other

transactions contemplated thereby (collectively, the "PROPOSED TRANSACTIONS")

without the consent or approval of, or any other action on the part of, any

other person or entity. Without limiting the generality of the foregoing, except

for this Agreement and as otherwise permitted by this Agreement, each

Shareholder has not entered into any voting agreement with any person or entity









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with respect to any of the Shares, granted any person or entity any proxy

(revocable or irrevocable) or power of attorney with respect to any of the

Shares, deposited any of the Shares in a voting trust or entered into any

arrangement or agreement with any person or entity limiting or affecting its

legal power, authority or right to vote the Shares in favor of the Proposed

Transactions.



          From the date hereof and until the termination of the Merger Agreement

in accordance with its terms, except as otherwise permitted by this Agreement,

each Shareholder will not commit any act that could restrict or otherwise affect

its legal power, authority and right to vote all of the Shares, to the extent

the Shares carry the right to vote thereon, in favor of the Proposed

Transactions. Without limiting the generality of the foregoing, except for this

Agreement and as otherwise permitted by this Agreement, from the date hereof and

until the termination of the Merger Agreement in accordance with its terms, each

Shareholder will not enter into any voting agreement with any person or entity

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