SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

CommonWealth REIT

(Name of Issuer)

Common Shares of Beneficial Interest, par value $0.01 per share

(Title of Class of Securities)

203233101

(CUSIP Number)

Keith Meister

Corvex Management LP

712 Fifth Avenue, 23rd Floor

New York, New York 10019

(212) 474-6700

Richard O’Toole

Related Fund Management, LLC

60 Columbus Circle

New York, New York 10023

(212) 421-5333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 11, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 203233101

1	Names of reporting persons CORVEX MANAGEMENT LP
2	Check the appropriate box if a member of a group (see instructions) a.  ¨        b.  ¨
3	SEC use only
4	Source of funds (see instructions)     AF
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization     DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     10,885,145.8571*
		9	Sole dispositive power     0
		10	Shared dispositive power     10,885,145.8571*
11	Aggregate amount beneficially owned by each reporting person     10,885,145.8571*
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11)     9.2%**
14	Type of reporting person (see instructions)     PN; IA

* Includes (i) 5,437,750 common shares of beneficial interest of the Issuer held by the Related Persons (as defined in this Schedule 13D) (the “Related Shares”) and (ii) 9,645.8571 Shares held in the aggregate by the Individual Shareholder (as defined in this Schedule 13D) (the “Additional Shares”). Each of the Corvex Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Related Shares and the Additional Shares.

** The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,748.66 Shares, comprised of (i) 680.66 Shares which would be outstanding upon the conversion of Mr. Johnson’s 1,415.7559 shares of the Issuer’s 6 ¹/₂% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of an equity offering by the Issuer)).

CUSIP No. 203233101

1	Names of reporting persons KEITH MEISTER
2	Check the appropriate box if a member of a group (see instructions) a.  ¨        b.  ¨
3	SEC use only
4	Source of funds (see instructions)     AF
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization     UNITED STATES
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     10,885,145.8571*
		9	Sole dispositive power     0
		10	Shared dispositive power     10,885,145.8571*
11	Aggregate amount beneficially owned by each reporting person     10,885,145.8571*
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11)     9.2%**
14	Type of reporting person (see instructions)     IN

* Includes (i) 5,437,750 common shares of beneficial interest of the Issuer held by the Related Persons (as defined in this Schedule 13D) and (ii) 9,645.8571 Shares held in the aggregate by the Individual Shareholder (as defined in this Schedule 13D). Each of the Corvex Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Related Shares and the Additional Shares.

** The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,748.66 Shares, comprised of (i) 680.66 Shares which would be outstanding upon the conversion of Mr. Johnson’s 1,415.7559 shares of the Issuer’s 6 ¹/₂% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of an equity offering by the Issuer)).

CUSIP No. 203233101

1	Names of reporting persons RELATED FUND MANAGEMENT, LLC
2	Check the appropriate box if a member of a group (see instructions) a.  ¨        b.  ¨
3	SEC use only
4	Source of funds (see instructions)     AF
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization     DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     10,885,145.8571*
		9	Sole dispositive power     0
		10	Shared dispositive power     10,885,145.8571*
11	Aggregate amount beneficially owned by each reporting person     10,885,145.8571*
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11)     9.2%**
14	Type of reporting person (see instructions)     IA

* Includes (i) 5,437,750 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D) (the “Corvex Shares”) and (ii) 9,645.8571 Shares held in the aggregate by the Individual Shareholder (as defined in this Schedule 13D). Each of the Related Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Corvex Shares and the Additional Shares.

** The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,748.66 Shares, comprised of (i) 680.66 Shares which would be outstanding upon the conversion of Mr. Johnson’s 1,415.7559 shares of the Issuer’s 6 ¹/₂% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of an equity offering by the Issuer)).

CUSIP No. 203233101

1	Names of reporting persons RELATED REAL ESTATE RECOVERY FUND GP-A, LLC
2	Check the appropriate box if a member of a group (see instructions) a.  ¨        b.  ¨
3	SEC use only
4	Source of funds (see instructions)     AF
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization     DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     10,885,145.8571*
		9	Sole dispositive power     0
		10	Shared dispositive power     10,885,145.8571*
11	Aggregate amount beneficially owned by each reporting person     10,885,145.8571*
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11)     9.2%**
14	Type of reporting person (see instructions)     OO

* Includes (i) 5,437,750 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D) and (ii) 9,645.8571 Shares held in the aggregate by the Individual Shareholder (as defined in this Schedule 13D). Each of the Related Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Corvex Shares and the Additional Shares.

** The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,748.66 Shares, comprised of (i) 680.66 Shares which would be outstanding upon the conversion of Mr. Johnson’s 1,415.7559 shares of the Issuer’s 6 ¹/₂% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of an equity offering by the Issuer)).

CUSIP No. 203233101

1	Names of reporting persons RELATED REAL ESTATE RECOVERY FUND GP, LP
2	Check the appropriate box if a member of a group (see instructions) a.  ¨        b.  ¨
3	SEC use only
4	Source of funds (see instructions)     AF
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization     DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     10,885,145.8571*
		9	Sole dispositive power     0
		10	Shared dispositive power     10,885,145.8571*
11	Aggregate amount beneficially owned by each reporting person     10,885,145.8571*
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11)     9.2%**
14	Type of reporting person (see instructions)     PN

* Includes (i) 5,437,750 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D) and (ii) 9,645.8571 Shares held in the aggregate by the Individual Shareholder (as defined in this Schedule 13D). Each of the Related Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Corvex Shares and the Additional Shares.

** The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,748.66 Shares, comprised of (i) 680.66 Shares which would be outstanding upon the conversion of Mr. Johnson’s 1,415.7559 shares of the Issuer’s 6 ¹/₂% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of an equity offering by the Issuer)).

CUSIP No. 203233101

1	Names of reporting persons RELATED REAL ESTATE RECOVERY FUND, LP
2	Check the appropriate box if a member of a group (see instructions) a.  ¨        b.  ¨
3	SEC use only
4	Source of funds (see instructions)     WC
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization     DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     10,885,145.8571*
		9	Sole dispositive power     0
		10	Shared dispositive power     10,885,145.8571*
11	Aggregate amount beneficially owned by each reporting person     10,885,145.8571*
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11)     9.2%**
14	Type of reporting person (see instructions)     PN

* Includes (i) 5,437,750 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D) and (ii) 9,645.8571 Shares held in the aggregate by the Individual Shareholder (as defined in this Schedule 13D). Each of the Related Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Corvex Shares and the Additional Shares.

** The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,748.66 Shares, comprised of (i) 680.66 Shares which would be outstanding upon the conversion of Mr. Johnson’s 1,415.7559 shares of the Issuer’s 6 ¹/₂% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of an equity offering by the Issuer)).

CUSIP No. 203233101

1	Names of reporting persons RRERF ACQUISITION, LLC
2	Check the appropriate box if a member of a group (see instructions) a.  ¨        b.  ¨
3	SEC use only
4	Source of funds (see instructions)     AF
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization     DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     10,885,145.8571*
		9	Sole dispositive power     0
		10	Shared dispositive power     10,885,145.8571*
11	Aggregate amount beneficially owned by each reporting person     10,885,145.8571*
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11)     9.2%**
14	Type of reporting person (see instructions)     OO

* Includes (i) 5,437,750 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D) and (ii) 9,645.8571 Shares held in the aggregate by the Individual Shareholder (as defined in this Schedule 13D). Each of the Related Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Corvex Shares and the Additional Shares.

** The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,748.66 Shares, comprised of (i) 680.66 Shares which would be outstanding upon the conversion of Mr. Johnson’s 1,415.7559 shares of the Issuer’s 6 ¹/₂% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of an equity offering by the Issuer)).

CUSIP No. 203233101

1	Names of reporting persons DAVID R. JOHNSON
2	Check the appropriate box if a member of a group (see instructions) a.  ¨        b.  ¨
3	SEC use only
4	Source of funds (see instructions)     PF
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization     UNITED STATES
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     9,645.8571*
		9	Sole dispositive power     0
		10	Shared dispositive power     9,645.8571*
11	Aggregate amount beneficially owned by each reporting person     9,645.8571*
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11)     —**
14	Type of reporting person (see instructions)     IN

* Includes 680.66 common shares of beneficial interest of the Issuer which would be received upon the conversion of Mr. Johnson’s 1,415.7559 shares of the Issuer’s 6 ¹/₂% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share).

** Less than 1% based upon an aggregate of 118,304,748.66 Shares, comprised of (i) 680.66 Shares which would be outstanding upon the conversion of Mr. Johnson’s 1,415.7559 shares of the Issuer’s 6 ¹/₂% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of an equity offering by the Issuer)).

This Amendment No. 8 to the Schedule 13D (this “Amendment No. 8”) relates to the common shares of beneficial interest, par value $0.01 per share (the “Shares”), of CommonWealth REIT, a Maryland real estate investment trust (the “Issuer” or “CommonWealth”) and amends the Schedule 13D filed on February 26, 2013, as amended by Amendment No. 1 thereto, filed with the SEC on February 27, 2013, Amendment No. 2 thereto, filed with the SEC on March 4, 2013, Amendment No. 3 thereto, filed with the SEC on March 4, 2013, Amendment No. 4 thereto, filed with the SEC on March 11, 2013, Amendment No. 5 thereto, filed with the SEC on March 13, 2013, Amendment No. 6 thereto, filed with the SEC on March 15, 2013, and Amendment No. 7 thereto, filed with the SEC on March 28, 2013 (the “Original Schedule 13D” and, together with this Amendment No. 8, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 8 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 8 is being filed by (i) Corvex Management LP, a Delaware limited partnership (“Corvex”), and Keith Meister, (ii) Related Fund Management, LLC, a Delaware limited liability company (“Related”), Related Real Estate Recovery Fund GP-A, LLC, a Delaware limited liability company, Related Real Estate Recovery Fund GP, L.P., a Delaware limited partnership, Related Real Estate Recovery Fund, L.P., a Delaware limited partnership, and RRERF Acquisition, LLC, a Delaware limited liability company and (iii) David R. Johnson (the “Individual Shareholder”).

This Amendment No. 8 is being filed to amend Item 2, Item 3, Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D as follows:

Item 2 Identity and Background

Item 2 of the Schedule 13D is amended and restated to read as follows:

(a) This Schedule 13D is filed jointly by the following entities and persons, all of whom are together referred to herein as the “Reporting Persons”:

(i) Corvex Management LP, a Delaware limited partnership (“Corvex”), and Keith Meister, a U.S. citizen (collectively, the “Corvex Persons”). This Schedule 13D reports Shares held for the account of certain private investment funds for which Corvex acts as investment adviser, including Corvex Master Fund, LP, a Cayman Islands limited partnership, the general partner of which is controlled by Mr. Meister (collectively, the “Corvex Funds”). The general partner of Corvex is also controlled by Mr. Meister. The principal business address of each of Corvex and Mr. Meister is 712 Fifth Avenue, 23rd Floor, New York, New York 10019.

(ii) Related Fund Management, LLC, a Delaware limited liability company (“Related Management”), Related Real Estate Recovery Fund GP-A, LLC, a Delaware limited liability company (“Related Recovery GP-A”), Related Real Estate Recovery Fund GP, L.P., a Delaware limited partnership (“Related Recovery GP”), Related Real Estate Recovery Fund, L.P., a Delaware limited partnership (“Related Recovery Fund”), and RRERF Acquisition, LLC, a Delaware limited liability company (“RRERF” and, together with Related Management, Related Recovery GP-A, Related Recovery GP, and Related Recovery Fund the “Related Persons”). This Schedule 13D reports Shares held for the account of RRERF, a wholly owned subsidiary of Related Recovery Fund. Related Recovery Fund is a private investment fund for which Related Management acts as investment adviser. Related Management holds all membership interests of Related Recovery GP-A, which, in turn, is the general partner of Related Recovery GP. Related Recovery GP is the general partner of Related Recovery Fund.

(iii) This Schedule 13D reports Shares held for the account of David R. Johnson, a U.S. citizen. Mr. Johnson is engaged in the business of commercial and residential real estate sales and leasing. Mr. Johnson’s principal business address is 206 Island View Lane, Seneca, South Carolina 29672.

A joint filing agreement of the Reporting Persons is attached as Exhibit 1 to this Schedule 13D.

(b) The Related Companies, L.P., a New York limited partnership (“Related Companies”), is the managing member of Related Management. Related Companies develops, manages and finances real estate developments. Related Companies’ general partner is The Related Realty Group, Inc., a Delaware corporation (“Realty Group”) owned by Stephen M. Ross (“Ross”). The name, citizenship, present principal occupation or employment and business address of each director and executive officer of each of the Related Persons, Related Companies and Realty Group is attached as Exhibit 2 to the Schedule 13D. The principal business address of each of the Related Persons, Related Companies and Realty Group is 60 Columbus Circle, New York, NY 10023. Each of Related Companies, Realty Group, Ross and the other individuals listed in Exhibit 2 disclaim beneficial ownership of all Shares held by RRERF or any other Reporting Person.

(c) During the last five years, none of the Reporting Persons nor, to their knowledge, any of the Related Companies, Realty Group or the individuals listed on Exhibit 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(d) Information in this Schedule 13D concerning each Corvex Person has been provided by each such Corvex Person and none of the other Reporting Persons assumes responsibility for such information. Information contained in this Schedule 13D concerning each Related Person has been provided by each such Related Person and none of the other Reporting Persons assumes responsibility for such information. Information contained in this Schedule 13D concerning Mr. Johnson has been provided by Mr. Johnson and none of the other Reporting Persons assumes responsibility for such information.

Item 3 Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and restated to read as follows:

The Corvex Persons and the Related Persons may be deemed to be the beneficial owner of, in the aggregate, 10,885,145.8571 Shares. The aggregate purchase price of such Shares was approximately $199.48 million (including commissions and premiums). The Shares held by the Corvex Persons and the Related Persons were acquired with working capital of the Corvex Funds and Related Recovery Fund.

Mr. Johnson beneficially owns 9,645.8571 Shares (which number includes 680.66 Shares which would be received upon the conversion of Mr. Johnson’s 1,415.7559 shares of the Issuer’s 6 ¹/₂% Series D Cumulative Convertible Preferred Shares, calculated based upon a conversion rate of 0.480775 common shares per series D preferred share). The aggregate purchase price of such Shares was approximately $200,000. The Shares held by Mr. Johnson were acquired with the personal funds of Mr. Johnson.

        The Reporting Persons may effect purchases of Shares through margin accounts maintained for them with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase Shares.

The information set forth under Item 6 is incorporated in this Item 3 in its entirety.

Item 4 Purpose of Transaction

Item 4 of the Schedule 13D is amended by adding thereto the following:

Mr. Johnson acquired the Shares reported herein for investment purposes.

On April 12, 2013, each of Corvex Master Fund LP, Mr. Johnson and Cede & Co., the nominee for The Depository Trust Company, a holder of record of Shares, delivered to the secretary of the Company letters requesting a record date to determine the shareholders entitled to act by written consent to remove without cause Barry M. Portnoy, Adam D. Portnoy, Joseph L. Morea, William A. Lamkin, and Frederick N. Zeytoonjian as trustees of the Company and any other person or persons elected or appointed to the Board of Trustees of the Company prior to the effective time of such removal.

Item 5 Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and restated to read as follows:

The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,748.66 Shares, comprised of (i) 680.66 Shares which would be outstanding upon the conversion of Mr. Johnson’s 1,415.7559 shares of the Issuer’s 6 ¹/₂% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)).

(a)-(b) Each of the Corvex Persons may be deemed to be the beneficial owner of 10,885,145.8571 Shares (representing approximately 9.2% of the Issuer’s outstanding Shares), which include: (i) 5,437,750 Shares held on behalf of the Corvex Funds (the “Corvex Shares”), (ii) 5,437,750 Shares held on behalf of RRERF (the “Related Shares”) and (iii) 9,645.8571 Shares held in the aggregate by the Individual Shareholder (the “Additional Shares”). By virtue of his position as a control person of the general partner of Corvex, Mr. Meister and Corvex may be deemed to share voting power and dispositive power with respect to the Corvex Shares. In addition, (A) by virtue of the Agreement, the Corvex Persons may be deemed to share with the Related Persons voting power and dispositive power with respect to the Related Shares and (B) by virtue of the Support Agreement (as defined below), the Corvex Persons may be deemed to share with the Related Persons and the Individual Shareholder voting power and dispositive power with respect to the Additional Shares owned by the Individual Shareholder. Each of the Corvex Persons disclaims beneficial ownership with respect to the Related Shares and the Additional Shares.

Each of the Related Persons may be deemed to be the beneficial owner of 10,885,145.8571 Shares (representing approximately 9.2% of the Issuer’s outstanding Shares), which include: (i) the Related Shares, (ii) the Corvex Shares and (iii) the Additional Shares. By virtue of their relationship, as described in Item 2, the Related Persons may be deemed to share voting power and dispositive power with respect to the Related Shares. In addition, (A) by virtue of the Agreement, the Related Persons may be deemed to share with the Corvex Persons voting power and dispositive power with respect to the Corvex Shares and (B) by virtue of the Support Agreements, the Related Persons may be deemed to share with the Corvex Persons and the Individual Shareholder voting power and dispositive power with respect to the Additional Shares owned by the Individual Shareholder. Each of the Related Persons disclaims beneficial ownership with respect to the Corvex Shares and the Additional Shares.

        Mr. Johnson beneficially owns 9,645.8571 Shares (representing less than 1% of the Issuer’s outstanding Shares) which number includes 680.66 Shares which would be received upon the conversion of Mr. Johnson’s 1,415.7559 shares of the Issuer’s 6 ¹/₂% Series D Cumulative Convertible Preferred Shares, calculated based upon a conversion rate of 0.480775 common shares per series D preferred share.

The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the Schedule 13D.

(c) Except as set forth on Exhibit 5 to this Schedule 13D, there have been no transactions with respect to the Shares during the sixty days prior to the date of filing of this Schedule 13D by any of the Reporting Persons or, to their knowledge, any other person or entity referred to in Item 2 of this Schedule 13D.

(d) Except as set forth below, no person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares beneficially owned by any of the Reporting Persons, other than the Reporting Persons themselves and investment funds, institutions and mutual funds for which some of the Reporting Persons provide management services.

The limited partners of (or investors in) each of the private investment funds, or their respective subsidiaries or affiliated entities, for which Corvex or its affiliates acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

The limited partners of Related Recovery Fund have the right to participate in the receipt of certain dividends and proceeds from the sale of the Shares, in each case in accordance with their respective limited partnership interests.

(e) Not applicable.

Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended by adding thereto the following:

On April 11, 2013, Corvex and Related entered into a letter agreement with Mr. Johnson regarding, among other things, the Individual Shareholder’s participation in Corvex and Related’s solicitation of written consents from the Issuer’s shareholders (the “Support Agreement”). Pursuant to the Support Agreement, among other things, the Individual Shareholder has agreed (i) to cooperate with Corvex and Related with respect to their efforts to remove the entire board of trustees of the Issuer, (ii) to vote all of his Shares in favor of the proposal to remove the entire board of trustees of the Issuer in connection with Corvex and Related’s solicitation of written consents, at any special meeting or otherwise, and (iii) to certain transfer restrictions on his Shares. Corvex and Related have agreed to indemnify the Individual Shareholder for certain losses and claims related to the Individual Shareholder’s cooperation with Corvex and Related and to reimburse the Individual Shareholder for his expenses in connection therewith. The form of the Support Agreement is attached as Exhibit 18 and incorporated by reference in this Item 6 in its entirety.

Item 7 Material to be Filed as Exhibits

Item 7 of the Schedule 13D is amended by adding thereto the following:

Exhibit 1	Joint Filing Agreement (amended and restated)
Exhibit 5	Transactions in the Shares (amended and restated)
Exhibit 18	Form of Support Agreement

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 12, 2013	CORVEX MANAGEMENT LP
	By:	/s/ Keith Meister
		Keith Meister
		Managing Partner
Date: April 12, 2013	KEITH MEISTER
	By:	/s/ Keith Meister
Date: April 12, 2013	RELATED FUND MANAGEMENT, LLC
	By:	/s/ Richard O’Toole
		Richard O’Toole
		Vice President
Date: April 12, 2013	RELATED REAL ESTATE RECOVERY FUND GP-A, LLC
	By:	/s/ Richard O’Toole
		Richard O’Toole
		Vice President
Date: April 12, 2013	RELATED REAL ESTATE RECOVERY FUND GP, L.P.
	By: Related Real Estate Recovery Fund GP-A, LLC, its general partner
	By:	/s/ Richard O’Toole
		Richard O’Toole
		Vice President

Date: April 12, 2013	RELATED REAL ESTATE RECOVERY FUND, L.P.
	By: Related Real Estate Recovery Fund GP, L.P., its general partner
	By: Related Real Estate Recovery Fund GP-A, LLC, its general partner
	By:	/s/ Richard O’Toole
		Richard O’Toole
		Vice President
Date: April 12, 2013	RRERF ACQUISITION, LLC
	By:	/s/ Richard O’Toole
		Richard O’Toole
		Vice President
Date: April 12, 2013	DAVID R. JOHNSON
	By:	/s/ David R. Johnson

EX-1

Exhibit 1

AGREEMENT

JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of CommonWealth REIT, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: April 11, 2013	CORVEX MANAGEMENT LP
	By:	/s/ Keith Meister
		Keith Meister
		Managing Partner
Date: April 11, 2013	KEITH MEISTER
	By:	/s/ Keith Meister
Date: April 11, 2013	RELATED FUND MANAGEMENT, LLC
	By:	/s/ Richard O’Toole
		Richard O’Toole
		Vice President
Date: April 11, 2013	RELATED REAL ESTATE RECOVERY FUND GP-A, LLC
	By:	/s/ Richard O’Toole
		Richard O’Toole
		Vice President
Date: April 11, 2013	RELATED REAL ESTATE RECOVERY FUND GP, L.P.
	By: Related Real Estate Recovery Fund GP-A, LLC, its general partner
	By:	/s/ Richard O’Toole
		Richard O’Toole
		Vice President

Date: April 11, 2013	RELATED REAL ESTATE RECOVERY FUND, L.P.
	By: Related Real Estate Recovery Fund GP, L.P., its general partner
	By: Related Real Estate Recovery Fund GP-A, LLC, its general partner
	By:	/s/ Richard O’Toole
		Richard O’Toole
		Vice President
Date: April 11, 2013	RRERF ACQUISITION, LLC
	By:	/s/ Richard O’ Toole
		Richard O’Toole
Date: April 11, 2013	DAVID R. JOHNSON
	By:	/s/ David R. Johnson

EX-5

Exhibit 5

TRANSACTIONS

The following table sets forth all transactions effected in the last sixty days by or on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on April 11, 2013. Unless otherwise indicated, all transactions are with respect to the Issuer’s common shares of beneficial interest, par value $0.01 per share.

Corvex and Related Shares

All such transactions were purchases of Shares effected by Corvex in the open market and the table includes commissions paid in per share prices. Pursuant to the Agreement dated January 29, 2013 by and between Corvex and Related Recovery Fund, 50% of all Shares purchased by Corvex were allocated to a trading account established by Related Recovery Fund, and Related Recovery Fund promptly reimbursed Corvex at cost for the purchase price of such Shares.

Date of Transaction	Number of Shares		Price per Share
1/16/2013		50,000		16.05
1/16/2013		25,000		16.04
1/16/2013		59,772		16.05
1/17/2013		75,000		15.99
1/17/2013		22,892		15.97
1/17/2013		100,255		15.98
1/17/2013		1,213		15.89
1/17/2013		25,000		15.95
1/18/2013		52,350		16.16
1/18/2013		400		16.04
1/18/2013		25,000		16.08
1/18/2013		6,382		16.10
1/22/2013		90,000		16.53
1/23/2013		199,031		16.58
1/24/2013		180,905		16.61

1/25/2013	95,138	16.78
1/28/2013	134,160	16.79
1/29/2013	176,534	16.89
1/30/2013	205,773	16.87
2/1/2013	77,074	16.77
2/1/2013	1,100	16.92
2/4/2013	213,100	16.87
2/5/2013	209,874	17.01
2/6/2013	103,583	17.02
2/7/2013	325,357	17.00
2/8/2013	35,646	17.05
2/8/2013	55,582	17.05
2/11/2013	116,976	17.05
2/12/2013	64,824	17.26
2/12/2013	98,100	17.30
2/13/2013	81,177	17.31
2/13/2013	208,710	17.30
2/14/2013	39,854	17.35
2/14/2013	40,170	17.35
2/15/2013	46,872	17.38
2/15/2013	103,803	17.41
2/19/2013	78,400	17.48
2/19/2013	471,600	17.46

2/20/2013	35,062	17.53
2/20/2013	584,449	17.55
2/20/2013	240,400	17.57
2/21/2013	143,644	17.43
2/21/2013	190,327	17.61
2/21/2013	20,761	17.66
2/21/2013	16,258	17.64
2/22/2013	386,204	17.95
2/22/2013	21,989	17.79
2/25/2013	1,155,000	16.44
2/25/2013	1,109,300	17.02
2/25/2013	375,000	16.29
3/5/2013	100,000	22.91
3/5/2013	50,000	22.96
3/5/2013	530,766	23.01
3/7/2013	125,000	21.96
3/7/2013	365,000	21.86
3/8/2013	454,233	22.09
3/8/2013	202,800	22.28
3/8/2013	2,700	22.05
3/8/2013	50,000	22.02
3/12/2013	110,000	21.85
3/25/2013	110,000	22.80
3/26/2013	125,000	22.64
3/27/2013	50,000	22.25
3/27/2013	250,000	22.23
3/28/2013	150,000	22.29
4/2/2013	25,000	22.44

David R. Johnson Shares

Unless otherwise indicated, all transactions were effectuated in the open market by Mr. Johnson through various retirement, pension and similar accounts controlled by him.

Trade Date	Number Purchased (Sold)	Price Per Share
2/22/2013	1.8037	17.72
2/22/2013	6.0533	17.72
2/22/2013	5.1934	17.72
2/22/2013	4.8431	17.72
2/22/2013	101.2825	17.72
2/22/2013	5.519	17.72

Series D Preferred Shares
Trade Date	Number Purchased (Sold)	Price Per Share
2/19/2013	0.4900	23.75
2/19/2013	2.5537	23.75
2/19/2013	8.2386	23.75
2/19/2013	4.8649	23.75
2/19/2013	7.661	23.75

EX-18

Exhibit 18

Corvex Management LP 712 Fifth Avenue, 23rd Floor New York, New York 10019 Related Real Estate Recovery Fund, L.P. 60 Columbus Circle New York, New York 10023

April     , 2013

[NAME]

[ADDRESS]

[ADDRESS]

Dear                     :

This will confirm our understanding as follows:

You, as a holder of shares (“Shares”) of CommonWealth REIT, a Maryland real estate investment trust (the “Company”), agree to cooperate with Corvex Management LP and Related Real Estate Recovery Fund, L.P. (collectively, the “Proposing Shareholders”) and certain other persons and related entities for the purpose of removing the entire Board of Trustees of the Company (the “Removal Proposal”) and taking all other action necessary and appropriate, in the Proposing Shareholders’ discretion, to achieve the foregoing. The Proposing Shareholders agree to keep you or your Representatives (as defined below) reasonably informed of any such actions.

You acknowledge and agree that you will be deemed a participant (a “Participant”), as defined in Instruction 3 to Item 4 of Schedule 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Proposing Shareholders’ ongoing or future solicitations of proxies, written consents, and agent designations from shareholders of the Company in connection with the Removal Proposal.

You hereby represent and warrant to the Proposing Shareholders that Annex I hereto sets forth a true, accurate and complete listing of all securities you hold in the Company and Select Income REIT (“SIR”) and all transactions you have made in the securities of the Company and SIR in the past five years.

You understand that it may be difficult, if not impossible, to replace a person who, such as yourself, has agreed to cooperate in effecting the Removal Proposal and later changes his mind and determines not to be involved. Accordingly, the Proposing Shareholders are relying upon your agreement to participate in connection with effecting the Removal Proposal. In that regard, you are being supplied with a questionnaire in which you will provide representatives of the Proposing Shareholders with information necessary for the Proposing Shareholders to make appropriate disclosure to the Company, for use in creating the proxy or other solicitation materials that may be sent to the Company’s shareholders and filed with the U.S. Securities and Exchange Commission (the “SEC”), and for fulfilling other SEC reporting obligations. You

agree that (i) you will immediately complete and sign the questionnaire and return it to the Proposing Shareholders (or their designees) by fax or email and (ii) your responses to the questions contained therein will be true and correct in all respects. Your completed questionnaire (or a summary thereof) may be forwarded to the Company.

You understand and acknowledge that the Proposing Shareholders and their respective affiliates may be required to make various filings with the SEC in connection with you entering into this agreement and becoming a Participant, and may also be required to respond to comment letters and other SEC correspondence relating thereto. Your cooperation and assistance with all such SEC filings and all other actions reasonably necessary to achieve the goal of effecting the Removal Proposal is required. In connection therewith, you hereby agree and authorize each of the Proposing Shareholders, their legal representatives and your Representatives to make the following representation to the SEC on your behalf, substantially in the form of the following statement: “[Your Name] acknowledges that (i) he or she is responsible for the adequacy and accuracy of the disclosure in [the applicable filing], (ii) SEC Staff comments or changes to disclosure in response to SEC Staff comments do not foreclose the SEC from taking any action with respect to the filing and (iii) he or she may not assert SEC Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.”

In accordance with Rule 13d-1(k)(1)(iii) under the Exchange Act, you agree to the joint filing with the Proposing Shareholders on Schedule 13D, and any amendments thereto, with respect to your ownership of Company securities. Each filer is responsible for the accuracy and completeness of his, her or its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other filer, unless such filer knows or has reason to know that such information is inaccurate. You further agree that all information you provide, including, without limitation, all information with respect to your beneficial ownership of Shares, will be accurate. The Proposing Shareholders hereby agree to provide you and your counsel electronically with a copy of the Schedule 13D, and any amendments thereto, that pertains to your ownership of Company securities, before such Schedule 13D or amendments thereto are filed, and the Proposing Shareholders further agree not to file such Schedule 13D or any amendments thereto, with respect to your ownership of Company securities, without your specific written consent, which may be expressed by email transmitted to your Representatives, who are hereby authorized to provide copies of such written consent to the Proposing Shareholders or their legal representatives upon request.

During the term of this agreement, you are free to Transfer your shares of securities of the Company that you own at the time of the execution of this agreement, provided, however, that you hereby agree to retain, and not to Transfer, a minimum of 500 (five hundred) common shares of the Company. The term “Transfer” shall mean any direct or indirect (i) sale, assignment, conveyance, grant of participation or similar interest, pledge, hypothecation, subjecting to any lien, claim or encumbrance or other disposition, (ii) hedge, acquisition of a put or other shifting of the risk of loss, or (iii) possession or acquisition of any contractual or derivative right to accomplish any of the foregoing.

You agree that during the term of this agreement, (a) with respect to all Shares Beneficially Owned by you, you will vote or consent, as appropriate, in favor of the Removal Proposal and any other action that the Proposing Shareholders may present to facilitate the Removal Proposal (including, without limitation, a call of a special meeting of Company shareholders to vote on the Removal Proposal) and (b) you will take all reasonably necessary action to achieve the foregoing. You hereby represent and warrant to the Proposing Shareholders that prior to the date hereof you have not given any proxy or power of attorney related to your Company securities that has not been revoked by an effective revocation thereof, and during the term of this Agreement you shall not without the prior written consent of the Proposing Shareholders grant any such proxy or power of attorney.

You also agree that during the term of this agreement you will not, and will cause your affiliates and associates (each as defined in Rule 12b-2 under the Exchange Act) not to, directly or indirectly, acquire Beneficial Ownership of any securities of the Company or any of its subsidiaries (including, without limitation, SIR). The term “Beneficially Own” or “Beneficial Ownership” with respect to any securities shall mean having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Exchange Act.

You further agree that during the term of this agreement you will not, and you shall cause your affiliates and associates (each as defined in Rule 12b-2 under the Exchange Act) not to enter into any agreement, arrangement or understanding with any person (other than the Proposing Shareholders and their respective affiliates) for the purpose of holding, voting or disposing of any securities of the Company or any of its subsidiaries (including, without limitation, SIR), or derivative instruments with respect to securities of the Company or any of such subsidiaries. You represent and warrant to each Proposing Shareholder that no such agreement, arrangement or understanding is in place as of the date hereof (except for this agreement).

You agree that you shall not make any filing with the SEC, issue any press release or otherwise engage in any communication in connection with the Removal Proposal or your investment in the Company without the written consent of the Proposing Shareholders. In furtherance of the foregoing, you agree (i) not to communicate with the Company, its representatives or other shareholders of the Company regarding the Removal Proposal or your investment in the Company (whether in written, electronic or oral form), in each case without the prior written consent of the Proposing Shareholders and (ii) keep confidential all communications and discussions between you and your Representatives, on the one hand, and the Proposing Shareholders and their representatives, on the other hand, except to the extent any such information must be disclosed by law, in the opinion of your counsel, in which case you may make disclosure of solely such information that is so required to be disclosed by law. You further agree that should any disagreement arise between or among you and the Proposing Shareholders concerning decisions to be made or actions to be taken in connection with the Removal Proposal, the Proposing Shareholders shall have the sole authority to resolve any such disagreement.

In connection with becoming a Participant, you hereby agree to appoint at all times during the term of this Agreement each of Partha Chattoraj and Christopher Allegaert (each, a “Representative’) of the law firm of Allegaert Berger & Vogel LLP as your true and lawful agent and attorney-in-fact, with full power of substitution, to act in your name, place and stead, to do or refrain from doing all such acts and things, and to execute and deliver all such documents as

are reasonable and customary in like circumstances and as each Representative shall deem necessary or appropriate, including causing to be signed electronically any requisite filings with the SEC and to file the same with the SEC, solely in connection with your agreement hereunder and any other actions related to the Company.

As has been discussed with you, during the term of this agreement, the Proposing Shareholders may ask for your cooperation and assistance with certain other matters in connection with effecting the Removal Proposal, and you hereby agree to cooperate and assist the Proposing Shareholders in connection with such matters. Examples of such matters would include, if requested, (i) meetings or conference calls with other shareholders, (ii) SEC filings, (iii) potential litigation against the Company to facilitate the Removal Proposal and (iv) delivery to the Company of requests for the Company or its representatives to set a record date for a solicitation of written consents, the solicitation of agent designations to call a special meeting of shareholders, and other actions, in each case to facilitate effecting the Removal Proposal. The Proposing Shareholders agree to reimburse you and your immediate family members for reasonable, documented expenses (including legal expenses) incurred in connection with your participation, provided that such expenses are incurred in connection with the actions requested of you, or consented to, by the Proposing Shareholders. In particular, and without limitation of the foregoing, the Proposing Shareholders hereby agree to reimburse you and your immediate family members for any tax consequences, including but not limited to any penalties for early withdrawal and any income tax for realized gains, arising from your withdrawal of securities of the Company from an Individual Retirement Account (“IRA”) or other tax-deferred account in order to obtain certificated securities to further the purposes of the Removal Proposal; provided, however, that the Proposing Shareholders’ obligation to reimburse you and your immediate family members for such tax consequences shall be limited to $5,000 (five thousand dollars) for each transaction requested by the Proposing Shareholder.

The Proposing Shareholders jointly and severally agree to pay the reasonable fees and expenses of Allegaert Berger & Vogel LLP to act as counsel to you and other individual shareholders in connection with the matters set forth in this Agreement.

The Proposing Shareholders hereby agree that, so long as you actually serve as a Participant, the Proposing Shareholders will jointly and severally defend, indemnify and hold you and your immediate family members harmless from and against any and all losses, damages, penalties, judgments, awards, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by you and your immediate family members in the event that (i) based on your role as a Participant, you or your immediate family members or any of your affiliated entities become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof (a “Proceeding”) or (ii) you or your immediate family members are called to testify or give a deposition in any Proceeding (whether or not you are a party or are threatened to be made a party to such Proceeding), including, in each case, the advancement to you of all reasonable attorneys’ costs and expenses incurred by you in connection with any Proceeding. Your right of indemnification hereunder shall continue (i) in the event that the Proposing Shareholders determine to remove you as a Participant and (ii) after the Removal Proposal becomes effective, but only for events which occur prior to such actions and subsequent to the date hereof. Except with respect to actions taken by you or on your behalf

as part of your cooperation and assistance to the Proposing Shareholders in connection with this matter, the Proposing Shareholders are not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof or subsequent to the effectiveness of the Removal Proposal, or such earlier time as you are no longer a Participant. Nothing herein shall be construed to provide you an indemnity: (i) in the event you are found to have engaged in a violation of any provision of state or federal law in connection with your participation, unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of the Proposing Shareholders; (ii) if you acted in a manner which constitutes gross negligence or willful misconduct or (iii) in the event of a material misrepresentation of fact in any information about you provided by you to the Proposing Shareholders for inclusion in any document to be filed with the SEC. In the event that you shall make any claim for indemnification hereunder, you shall promptly notify the Proposing Shareholders in the event of any third-party claims actually made against you or known by you to be threatened. In addition, with respect to any such claim, the Proposing Shareholders shall be entitled to control your defense with counsel chosen by the Proposing Shareholders, unless based on the advice of counsel you reasonably object to the Proposing Shareholders controlling the defense on the ground that there may be legal defenses available to you which conflict with those available to the Proposing Shareholders, in which case you shall choose your own counsel and such counsel’s reasonable costs and expenses shall be paid for by the Proposing Shareholders. You shall have the right to employ a separate counsel, at your own cost, when the Proposing Shareholders are controlling the defense. None of the Proposing Shareholders shall be responsible for any settlement of any claim against you covered by this indemnity without the prior written consent of the Proposing Shareholders. However, the Proposing Shareholders may not enter into any settlement of any such claim without your consent, unless such settlement includes a release of you from any and all liability in respect of such claim.

Nothing in this agreement shall be construed as creating among the parties any joint venture, partnership, association or other entity for any purpose (including, without limitation, for U.S. income tax purposes) or any agency relationship, nor shall any party, except as expressly set forth in this agreement, (i) have the right, power or authority to create any obligation or duty, express or implied, on behalf of any other party or (ii) have any fiduciary or other duties to any other party. Each party agrees that it does not have any interest in the profits or losses of the other party in connection with its acquisition or deposition of any Company securities.

This agreement shall terminate on the earlier of (i) May 8, 2016, or (ii) delivery to you by the Proposing Shareholders of written notice of such termination; provided, however that notwithstanding such termination the indemnification obligations set forth in the second preceding paragraph shall survive such termination in accordance with their terms.

It is understood and agreed by each of the parties hereto that money damages would not be a sufficient remedy for any breach of this agreement by any party and each non-breaching party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.

This agreement shall be interpreted and enforced in accordance with the laws of the State of New York. This agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement.

Should the foregoing agree with your understanding, please so indicate in the space provided below, whereupon this letter will become a binding agreement between us.

Very truly yours,

CORVEX MANAGEMENT LP

By:                                                                              

Name:

Title:

RELATED REAL ESTATE RECOVERY FUND, L.P.

By: Related Real Estate Recovery Fund GP, L.P.,

its general partner

By: Related Real Estate Recovery Fund GP-A, LLC, its general partner

By:                                                                              

Name:

Title:

Agreed to and Accepted as of the date first above written:

Name:

ANNEX I

Security Trade Date # Purchased (Sold) Price Per Share