Trust Governance

The Board of Trustees of Winthrop Realty Trust sets high standards for the Company's employees, officers and trustees. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Trustees to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. Accordingly, the Company has:

• Instituted a non-staggered Board of Trustees to be elected annually¹
• Impaneled a Board of Directors consisting of five independent directors and two management directors
• Adopted a conflict of interest resolution policy requiring that a majority of the disinterested directors approve affiliate transactions
• Impaneled all committees solely with independent trustees. An audit, compensation, and conflict exist and ensure the continuation of Winthrop Realty Trust's sound corporate governance.

To fulfill its responsibilities and to discharge its duty, the Board of Trustees follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Trustees deems appropriate and in the best interests of the Company or as required by applicable laws and regulations.

¹All of the trustees other than Mr. Mandis are elected on an annual basis by the holders of common shares. Mr. Mandis was elected by the vote of the holders of the Series B-1 Preferred Shares.