8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) January 26, 2010

WINTHROP REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

Ohio

                                         (State or Other Jurisdiction of Incorporation)                                        

001-06249		34-6513657
(Commission File Number)		(I.R.S. Employer Identification No.)
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts		02114
(Address of Principal Executive Offices)		(Zip Code)
	(617) 570-4614
(Registrant's Telephone Number, Including Area Code)

 n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

o Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement

On January 26, 2010, the Winthrop Realty Trust and WRT Realty, L.P. (collectively, the Company”) and FUR Advisors LLC (the “Advisor”) entered into an amendment to the Second Amended and Restated Advisory Agreement pursuant to which the definition of “Issuance Price” was amended to provide that the issuance price of the Company’s securities for determining the base fee payable to the Advisor is to be the actual issuance price.  Previously, the issuance price was set at $11.00 for all common shares of beneficial interest issued by the Company prior to January 1, 2009.  This change, which reverts the definition of “Issuance Price” back to the definition prior to the Second Amended and Restated Advisory Agreement, will result in an increase to the annual advisory fee payable to the Advisor of $2.1 million, which increase will be phased in over time with 54% of the increase being paid during 2010 and then 100% of the increase being paid commencing in 2011.

Item 9.01.  Financial Statements and Exhibits

(c) Exhibits

10.1 Amendment No. 2 to Second Amended and Restated Advisory Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 29th day of January, 2010.

WINTHROP REALTY TRUST
By:	/s/ Carolyn Tiffany
	Carolyn Tiffany
	President

EX-3.1

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENT

THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATATED ADVISORY AGREEMENT, made as of January 26, 2010, between WINTHROP REALTY TRUST, an Ohio business trust corporation (the “Trust”), WRT REALTY, L.P., a Delaware limited partnership (the “Operating Partnership”, and together with the Trust, the “Company”), and FUR ADVISORS LLC (the “Advisor”).

WHEREAS, the Trust, the Operating Partnership and the Advisor are party to that certain Second Amended and Restated Advisory Agreement dated March 5, 2009, as amended by Amendment No. 1 thereto dated as of May 11, 2009 (the “Advisory Agreement”) pursuant to which the Advisor was retained to provide advisory services to the Company;

WHEREAS, the Trust and the Advisor desire to amend the Advisory Agreement as hereinafter provided;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein set forth, the parties hereto agree as follows:

1.           Capitalized Terms.  Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Advisory Agreement.

2.           Amendments to Advisory Agreement.  The Advisory Agreement is hereby amended by deleting the definition of “Issuance Price” from Section 4.1 thereof in its entirety and inserting the following in lieu thereof:

“Issuance Price” – means, the issuance price of the Equity Security (other than Common Shares issued in connection with the conversion of the Series B-1 Cumulative Convertible Redeemable Preferred Shares for which no value will be attributed) after deducting any underwriting discounts and commissions and other expenses and costs relating to the issuance.

3.           Effectiveness of Amendment.  This Amendment shall be effective as of January 1, 2010; provided, however, that to the extent the Base Fee determined after giving effect to the Amendment exceeds the Base Fee prior to giving effect to the amendment, in each case excluding any issuances of Equity Securities from and after January 1, 2010, the Company shall only be required to pay (i) 4% of such increase with respect to the payment required for the first quarter of 2010, (ii) 10% of such increase with respect to the payment required for the second quarter of 2010, (iii) 17% of such increase with respect to the payment required for the third quarter of 2010, (iv) 23% of such increase with respect to the payment required for the fourth quarter of 2010; and (v) 100% of such increase commencing with the payment required for the first quarter of 2011 and thereafter.

4.           Miscellaneous.  (a)  Except as modified hereby, the Advisory Agreement remains in full force and effect and the provisions thereof are hereby ratified and confirmed.

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

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

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

WINTHROP REALTY TRUST
By:	/s/ Carolyn Tiffany
	Carolyn Tiffany
	President

WRT REALTY, L.P.
By:	Winthrop Realty Trust
	General Partner
	By:	/s/ Carolyn Tiffany
		Carolyn Tiffany
		President

FUR ADVISORS LLC
By:	FUR Holdings LLC
	Member
	By:	WEM-FUR Investors LLC
		Managing Member
		By:	/s/ Michael L. Ashner
			Michael L. Ashner
			Managing Member

2