Exhibit 10.1

FIRST AMENDMENT TO THE
EMPLOYMENT AGREEMENT

          This AMENDMENT to the Employment Agreement (as defined below), effective January 1, 2009, is hereby entered into as of the 31st day of December, 2008, by and between Lexington Corporate Properties Trust, a Maryland real estate investment trust (the “Company”), and (the “Executive”):

           WHEREAS , the Company and the Executive entered into the Employment Agreement by and between the Company and the Executive, effective as of May 4, 2006 (the “Employment Agreement”); and

           WHEREAS, the Company and Executive desire and agree to amend the provisions of the Employment Agreement as provided below in order to reduce the risk of potential adverse tax consequences to Executive under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

           NOW, THEREFORE , in consideration of the foregoing and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties agree to amend the Employment Agreement, effective January 1, 2009, as follows:

1.		Section 4(e) of the Employment Agreement is amended by inserting the following sentences at the end of that section:
		Expenses reimbursable under this paragraph shall be reimbursed within reasonable period of time following Executive’s submission of the reimbursement request and any supporting documentation reasonably requested by the Company and no later than the end of the calendar year following the calendar year in which the expenses were incurred by Executive.
2.		Section 5(b)(ii) of the Employment is amended in its entirety as follows:
		(ii)“Good Reason” shall mean the occurrence of any of the following conditions without the Executive’s written consent, provided that Executive shall provide notice to the Company of the existence of the condition within ninety (90) days of the initial existence of such condition, upon the notice of which the Company shall have at least thirty (30) days within which to cure such condition, and if the Company fails to cure the condition within such cure period, the Executive must terminate employment within thirty (30) days following the Company’s failure to cure: (A) a reduction of the Executive’s authority, duties and responsibilities, or the assignment to the Executive of duties inconsistent with the Executive’s position or positions with the Company, (B) a reduction in the Executive’s rate of Base Salary; (C) a breach by the Company of any provision of this Agreement; or (D) the Company’s requiring the Executive to be based at any office or location located more than fifty (50) miles from the New York metropolitan area.

3.		Section 5(b)(iv) of the Employment is amended in its entirety as follows:
		(iv)“Change in Control” shall mean:
		(A) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) (“Beneficial Ownership”) of 20% or more of either (i) the then outstanding common shares of beneficial interest of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of trustees (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (A), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company or (4) any acquisition by any entity pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (C) of this Section 5(b)(iv); or
		(B) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a trustee subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of trustees or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
		(C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the Persons who had Beneficial Ownership, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination have Beneficial Ownership of more than 50%, respectively, of the then outstanding common shares of beneficial interest and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of trustees, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) acquires Beneficial Ownership of 20% or more of, respectively, the then outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting

		securities of such entity except to the extent that such ownership existed prior to the Business Combination and (3) at least a majority of the members of the board of directors or board of trustees, as the case may be, of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement with the successor or purchasing entity in respect of such Business Combination, or of the action of the Board, providing for such Business Combination; or
4.		Section 6(a)(4)(iii) of the Employment Agreement is amended by replacing “30” with “60” and replacing “the amount” with “a lump sum cash payment”.
4.		Section 6(a)(4)(iv) of the Employment Agreement is amended by inserting the following at the beginning of the paragraph: “within 60 days of such termination of employment, a lump sum cash payment of” and deleting “in cash,” from the second line of that paragraph.
5.		The last paragraph of Section 6(a) of the Employment Agreement is amended in is entirety as follows:
		Additionally, medical, dental, disability, life insurance and other employee welfare benefits (the “Welfare Plans”) then provided to senior executives of the Company shall be continued following the date of termination for a period of three (3) years and, if the Executive is precluded from participating in any Welfare Plan by its terms or applicable law during such period, the Company shall reimburse expenses actually incurred by the Executive during such period to obtain similar Welfare Plan coverage, but only to the extent Executive’s requested reimbursement of expenses for similar Welfare Plan coverage does not exceed the Company’s premiums or contributions that the Company would otherwise pay under the terms of this Agreement as of the date of the Executive’s termination, or date of payment if later, to continue Executive’s participation in the underlying Welfare Plan for the period the expenses were incurred by the Executive. Expenses reimbursable under this paragraph shall be reimbursed within thirty (30) days following Executive’s submission to the Company of the reimbursement request and supporting documentation reasonably requested by the Company and in no event later than the end of the calendar year following the calendar year in which the expenses were incurred by Executive. The expenses eligible for reimbursement under this paragraph during any calendar year shall not affect the expenses eligible for reimbursement under this paragraph in any other calendar year. Except in the case of a termination within two years following a Change in Control or a Pre-Change in Control Termination, as a condition of and upon receiving the Severance Pay under Section 6(a)(iii) and Section 6(a)(iv) and the vesting of awards and Welfare Plan benefits continuation under Section 6(a), the Executive agrees to execute a release thereby releasing the Company and its affiliates from any and all obligations and liabilities to the Executive arising from or in connection with the Executive’s employment or termination of employment with the Company and its affiliates and any disagreements with respect to such employment, except that such release shall not apply with respect to any rights of the Executive to indemnification under the Company’s Certificate of Incorporation or By-Laws or to any rights of the Executive to indemnification or directors’ and officers’ liability insurance coverage of the Company and its affiliates. If the Executive does not execute the release

		and the release does not become irrevocable within 60 days of his termination of employment, the Executive shall forfeit his right to the Severance Pay under Section 6(a)(iii) and Section 6(a)(iv) and the vesting of awards and Welfare Plan benefits continuation under Section 6(a).
6.		Section 6(b)(ii) of the Employment Agreement is amended by replacing “30” with “60” and replacing “the amount” with “a lump sum cash payment”.
7.		The last paragraph of Section 6(b) of the Employment Agreement is amended in is entirety as follows:
		Additionally, the group health plan then provided to senior executives of the Company shall be continued following the date of termination for a period of two (2) years and, during such period, if the Executive is precluded from participating in such group health plan by its terms or applicable law at any time during such period, the Company shall reimburse expenses actually incurred by the Executive during such period to obtain similar coverage, but only to the extent Executive’s requested reimbursement of expenses for such similar coverage does not exceed the Company’s premiums or contributions that the Company would otherwise pay as of the date of the Executive’s termination to continue the Executive’s participation in the group health plan for the period the expenses for similar coverage are incurred by Executive. Expenses reimbursable under this paragraph shall be reimbursed within thirty (30) days following Executive’s submission to the Company of the reimbursement request and supporting documentation reasonably requested by the Company and in no event later than the end of the calendar year following the calendar year in which the expenses were incurred by Executive. The expenses eligible for reimbursement under this paragraph during any calendar year shall not affect the expenses eligible for reimbursement under this paragraph in any other calendar year. Notwithstanding the foregoing, the continuation period for group health benefits under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) by reason of the Executive’s termination of employment with the Company shall be measured from his actual date of termination of employment. As a condition of receiving the Severance Pay under Section 6(b)(ii) and the bonus payments under Section 6(b)(iii) and (iv), the Executive, or the representative of his estate if he has died, agrees to execute a release thereby releasing the Company and its affiliates from any and all obligations and liabilities to the Executive arising from or in connection with the Executive’s employment or termination of employment with the Company and its affiliates and any disagreements with respect to such employment, except that such release shall not apply with respect to any rights of the Executive to indemnification under the Company’s Certificate of Incorporation or By-Laws or to any rights of the Executive to indemnification or directors’ and officers’ liability insurance coverage of the Company and its affiliates. If the Executive or the representative of his estate does not execute the release and the release does not become irrevocable within 60 days of his termination of employment or death, the Executive or the estate shall forfeit the right to the Severance Pay and bonus payments.

8.

Section 6(e) of the Employment Agreement is revised in its entirety as follows:

     (e) Notwithstanding anything in this Section 6 to the contrary, if any amounts or benefits payable under this Agreement in the event of Executive’s termination of employment constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, payment of such amounts and benefits shall commence when the Executive incurs a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h), without regard to any of the optional provisions thereunder, from the Company and any entity that would be considered a single employer with the Company under Code Section 414(b) or 414(c) (“Separation from Service”). Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement by substituting the Agreement’s references to “termination of employment” or “termination” with Separation from Service. Notwithstanding the foregoing, if at the time of Executive’s Separation from Service the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that the constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to Executive on account of the Executive’s Separation from Service will not be paid until after the earlier of (i) first business day of the seventh month following Executive’s Separation from Service, or (ii) the date of the Executive’s death (the “409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period, the Executive shall be paid a cash lump sum payment equal to any payments (including interest on any such payments, at an interest rate of not less than the prime interest rate, as published in the Wall Street Journal , over the period such payment is restricted from being paid to the Executive) and benefits that the Company would otherwise have been required to provide under this Section 6 but for the imposition of the 409A Suspension Period delayed because of the preceding sentence. Thereafter, the Executive shall receive any remaining payments and benefits due under this Section 6 in accordance with the terms of this Section (as if there had not been any Suspension Period beforehand). For the purposes of this Agreement, each payment that is part of a series of installment payments shall treated be as a separate payment for purposes of Code Section 409A.

9.		Section 7(f) is amended by adding the following at the end of the paragraph:
		Expenses reimbursable under this paragraph must be reimbursed within thirty (30) days following Executive’s submission to the Company of the reimbursement request and supporting documentation reasonably requested by the Company and in no event later than the end of the calendar year following the calendar year in which the expenses were incurred by Executive.
10.		Section 8(a) is amended by adding the following after “or any person affiliated with the Company or such person”: “and whether or not the Executive has terminated employment with the Company”.
11.		Section 8(d) is amended in its entirety as follows:
		The Company shall use its best efforts to cause the Tax Advisor to promptly deliver the initial determination required hereunder within forty-five (45) days after the change in ownership covered by Code Section 280G(b)(2). The Tax Reimbursement Payment, or

		any portion thereof, payable by the Company shall be paid not later than the thirtieth (30th) day following the determination by the Tax Advisor. The amount of such payment shall be subject to later adjustment in accordance with the determination of the Tax Advisor as provided herein. Notwithstanding the foregoing, in no event shall payment of the Tax Reimbursement Payment occur later than the end of the calendar year following the calendar year in which the Executive remits the remits the taxes to the U.S. Treasury Department.
12.		The following is added to the Agreement as new Section 10(l):
		(g)   Compliance with Code Section 409A . This Agreement is intended to be exempt from (or comply with) Code Section 409A, and the Company shall have complete discretion to interpret and construe this Agreement and any associated documents in any manner that establishes an exemption from (or otherwise conforms them to) the requirements of Code Section 409A. If, for any reason including imprecision in drafting, the Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, the provision shall be considered ambiguous and shall be interpreted by the Company in a fashion consistent herewith, as determined in the sole and absolute discretion of the Company. Nevertheless, and notwithstanding any other provision of this Agreement, neither the Company nor any of its employees, trustees, or their agents shall have any obligation to mitigate, nor to hold the Executive harmless from, any or all taxes (including any imposed under Code Section 409A) arising under this Agreement.

13.

All Agreement references to section numbers and defined terms are amended to reflect the above modifications.

      IN WITNESS WHEREOF , the parties hereto have executed this Amendment and such Amendment shall be effective as of the date first above written.

Exhibit 10.2

AMENDED AND RESTATED LEXINGTON RABBI TRUST

     This Amended and Restated Agreement, made as of December 31, 2008 (this “Trust Agreement”), by and between Lexington Realty Trust (the “Company”) and Joseph S. Bonventre (the “Trustee”), amends and restates, in its entirety, that certain Agreement dated January 26, 1999 (as amended to date, the “Original Trust Agreement”), between the Company and John B. Vander Zwaag, the former trustee under the Original Trust Agreement;

     WHEREAS, the Company established a trust (the “Trust”) pursuant to the Original Trust Agreement and contributed to the Trust shares of beneficial interests of the Company classified as common stock (“Common Shares”) that have been and are held therein, subject to the claims of the Company’s creditors in the event of the Company’s Insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan;

     WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974;

     WHEREAS, Section 2(a) of and Exhibit 2 to the Original Trust Agreement provide that the Common Shares held by the Trust will be distributed to the participants upon a change of control of the Company or a participant’s retirement or termination of employment with the Company to the extent such shares have vested pursuant to Section 1(a) of the Original Trust Agreement; and

     WHEREAS, the Parties desire to amend and restate the Original Trust Agreement in its entirety to ensure that the Common Shares held by the Trust will be distributed upon a change of control of the Company or the retirement or termination of a participant’s employment with the Company only under circumstances that comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

     NOW, THEREFORE, the parties do hereby continue the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Section 1. Continuation of Trust.

     (a) The Company previously deposited with Trustee in trust 427,531 Common Shares in the amount for each of the officers as listed in Exhibit 1, which are the principal of the Trust to be held and administered by the Trustee as provided in this Trust Agreement. The Common Shares allocated to each officer will vest beginning on the date such Common Shares are deposited or on the date or dates designated by the Company.

     (b) The Trust hereby established shall be irrevocable.

     (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

     (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.

     (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of Common Shares in trust with the Trustee to augment the principal to be held and administered by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have the right to compel such additional deposits.

Section 2. Payments to Plan Participants and Their Beneficiaries.

     (a) The Company shall deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time for payment of such amounts, provided that all Common Shares held by the Trust shall be distributed immediately to the Plan participants upon a Change of Control of the Company. Such Payment Schedule shall be attached to this Trust Agreement as “Exhibit 2.” Except as otherwise provided herein, Trustee shall make distributions to the Plan participants and their beneficiaries only in accordance with such Payment Schedule and shall distribute to the Company any amounts required for the withholding of federal, state or local taxes on such distributions to Plan participants. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall distribute amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company.

     (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.

     (c) The Company may make distributions directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify Trustee of its decision to make distributions directly prior to the time amounts are due to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make distributions in accordance with the terms of the Plan, the Company shall make the balance of such distribution as it falls due. Trustee shall notify the Company where principal and earnings are not sufficient.

Section 3. Trustee Responsibility Regarding Payment to Trust Beneficiary When Company is Insolvent.

     (a) The Trustee shall cease distributions of benefits to Plan participants and their beneficiaries if the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code, or (iii) the Company is determined to be insolvent by the applicable federal and/or state regulatory agency.

     (b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and earnings of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.

          (i) The Board of Trustees and the Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of the Company’s Insolvency. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, Trustee shall determine whether the Company is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits to Plan participants or beneficiaries.

          (ii) Unless the Trustee has actual knowledge of the Company’s Insolvency, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee and provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency.

          (iii) If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust for the distributions of the Company’s general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Plan or otherwise.

          (iv) The Trustee shall resume the distribution of benefits to Plan participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent).

          (v) Provided that there are sufficient assets, if the Trustee discontinues the distribution of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all distributions due to Plan participants or their beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any distributions made to Plan participants or their beneficiaries by the Company in lieu of distributions provided for hereunder during any such period of discontinuance.

Section 4. Payments to Company.

     Except as provided in Section 3 hereof, after the Trust has become irrevocable, the Company shall have no right or power to direct Trustee to return to the Company or to divert to others any of the Trust assets before all distributions of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan.

Section 5. Investment Authority.

     In the management and control of the Trust created herein, Trustee, in its sole judgment and discretion, may do and have done with respect to the Trust estate, all things which, in the judgment and discretion of Trustee, may seem necessary, desirable and proper to promote, protect and conserve the interests of the Trust estate, in like manner as if Trustee were entitled to said property beneficially, and every determination of Trustee in the construction of the powers conferred upon Trustee or in any manner committed to the discretion of Trustee, or with respect to which Trustee may be empowered to act hereunder, whether made upon a question formally or actually raised or implied in relation of the premises, shall be binding upon all persons interested in the Trust and shall not be objected to or questioned on any grounds whatsoever. In order to state the definitive powers herein vested in Trustee, Trustee shall have and may in its judgment and discretion, and except as specifically hereinafter provided, without notice to anyone or order of court, exercise, among others, the following powers, to be broadly construed with reference to each trust estate and each share thereof:

     (a) To invest only in Common Shares to the extent permitted by law. All rights associated with Common Shares held by the Trust shall be exercised by Trustee, and shall in no event be exercisable by or rest with Plan participants.

     (b) To determine whether any property coming into its hands shall be treated as a part of the principal of the Trust estate or a part of the earnings therefrom and to apportion between such principal and earnings any loss or expenditure in connection with said Trust estate as to it may seem just and equitable.

     (c) Except as otherwise provided herein, to make distributions hereunder, and to determine the identity of persons entitled to take hereunder.

     (d) To vote in person or by proxy upon all Common Shares held by it, to assent to the consolidation, merger, dissolution or reorganization of any such corporation, to pay all assessments, expenses and sums of money as it may deem expedient for the protection of the interest of the Trust estate as the holder of such Common Shares, and generally, to exercise, in respect to all Common Shares held by it, the same rights and powers as are or may be exercised by persons owning similar property in their own right.

     (e) To institute and defend any and all suits or legal proceedings relating to the said Trust estate in any court, and to employ counsel and to compromise or submit to arbitration all matters of dispute in which said Trust estate may be involved, as, in its judgment may be necessary or proper.

     (f) At any time or from time to time, to advance money for the benefit of the Trust estate from his funds for any purpose or purposes of the Trust, and will receive reimbursement himself from the Company for the money advanced.

     (g) To execute and deliver any and all contracts, conveyances, transfers or other instruments, and to do any acts necessary or desirable in the execution of the powers herein vested in it.

     (h) In the event that more than one Trustee is then serving, any Trustee shall have the power to perform ministerial acts on behalf of the Trust created herein, but the majority decision of Trustees then-serving shall be necessary for the performance of any discretionary acts by Trustees. Ministerial acts shall include by way of illustration but not limitation, the power to sign negotiable instruments, and other documents. Discretionary acts shall include by way of illustration but not limitation, decisions as to the form of investments, and the like.

     (i) In the event that more than one (1) Trustee is then serving, in case of disagreement between the Trustees so that no decision is reached, the matter shall be submitted to arbitration in accordance with the rules of the American Arbitration Association.

     (j) All rights associated with assets of the Trusts shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with plan participants.

Section 6. Disposition of Earnings.

     During the term of this Trust, all earnings received by the Trust, net of expenses and taxes, shall be returned to the Company and distributed to the participants that elect to currently receive such distributions, or shall be invested in additional Common Shares by those who elect to have their share of the earnings reinvested.

Section 7. Accounting by Trustee.

     The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Such records shall include the Common Shares held by the Trust for each Plan participant.

Section 8. Responsibility of Trustee.

     (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.

     (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee’s costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such cost, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust.

     (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder.

     (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.

     (e) The Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein.

     (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Section 9. Compensation and Expenses of the Trustee.

     The Company shall pay all administrative and Trustee’s fees and expenses. If not so paid, the fees and expenses shall be paid from the Trust.

Section 10. Resignation and Removal of Trustee.

     (a) Trustee may resign at any time by written notice to the Company, which shall be effective 30 days after receipt of such notice unless the Company and Trustee agree otherwise.

     (b) Trustee may be removed by the Company on 30 days notice or upon shorter notice accepted by Trustee.

     (c) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 30 business days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit.

     (d) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under paragraphs (a) or (b) of this Section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Section 11. Appointment of Successor.

     (a) If Trustee resigns or is removed in accordance with Section 10(a) or (b) hereof, Company may appoint any third party, such as a bank trust department, other party that may be granted corporate trustee powers under state law, or an officer of the Company as a successor to replace Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by Company or the successor Trustee to evidence the transfer.

     (b) The Successor Trustee need not examine the records and acts of any prior Trustee. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Section 12. Amendment or Termination.

     (a) This Trust Agreement may be amended by a written instrument executed by Trustee and the Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan or shall make the Trust revocable.

     (b) The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan. Upon termination of the Trust any assets remaining in the Trust shall be returned to the Company.

     (c) Upon written approval of participants or beneficiaries entitled to payment of benefits pursuant to the terms of the Plan, the Company may terminate this Trust prior to the time all benefit payments under the Plan have been made. All assets in the Trust at termination shall be returned to the Company.

Section 13. Miscellaneous.

     (a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

     (b) Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

     (c) This Trust Agreement shall be governed by and construed in accordance with the laws of the State of New York.

     (d) For purposes of this Trust Agreement, “Change in Control” shall mean the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company, as determined in accordance with this Section 13(d).

          (i) A “change in the ownership” of the Company shall occur on the date on which any one person, or more than one person acting as a group, acquires ownership of shares of the Company that, together with shares held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the shares of the Company, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of the total fair market value or total voting power of the shares of the Company, or to have effective control of the Company within the meaning of Section 13(d)(ii), and such person or group acquires additional shares of the Company, the acquisition of additional shares by such person or group shall not be considered to cause a “change in the ownership” of the Company.

          (ii) A “change in the effective control” of the Company shall occur on either of the following dates:

               (A) The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of shares of the Company possessing 30% or more of the total voting power of the shares of the Company, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). If a person or group is considered to possess 30% or more of the total voting power of the shares of the Company, and such person or group acquires additional shares of the Company, the acquisition of additional shares by such person or group shall not be considered to cause a “change in the effective control” of the Company; or

               (B) The date on which a majority of the members of the Company’s board of trustees is replaced during any 12-month period by trustees whose appointment or election is not endorsed by a majority of the members of the Company’s board of trustees before the date of the appointment or election, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi).

          (iii) A “change in the ownership of a substantial portion of the assets” of the Company shall occur on the date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii). A transfer of assets shall not be treated as a “change in the ownership of a substantial portion of the assets” when such transfer is made to an entity that is controlled by the shareholders of the Company, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii)(B).

Section 14. Effective Date.

     The effective date of the Original Agreement shall be January 26, 1999. The effective date of this Trust Agreement shall be January 1, 2008.

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

				LEXINGTON REALTY TRUST
				By:		/s/ Patrick Carroll
						Name: Patrick Carroll
						Title: Chief Financial Officer
				/s/ Joseph S. Bonventre
				Joseph S. Bonventre, Trustee
Acknowledged:
/s/ E. Robert Roskind
E. Robert Roskind
/s/ Richard J. Rouse
Richard J. Rouse
/s/ T. Wilson Elgin
T. Wilson Elgin
/s/ Paul R. Wood
Paul R. Wood

EXHIBIT 1

Participant		Number of Shares
E. Robert Roskind			167,843
Richard J. Rouse			123,225
T. Wilson Eglin			130,863
Paul R. Wood			5,600

In all cases, the Common Shares held by the Trust shall be distributed to each participant within 30 days of the earlier of a Change in Control or the Plan participant’s “separation from service” within the meaning of Treasury Regulation 1.409A-1(h), without regard to any of the optional provisions thereunder, from the Company and any entity that would be considered a single employer with the Company under Code Section 414(b) or 414(c) (“Separation from Service”). Notwithstanding the foregoing, if at the time of the Plan participant’s Separation from Service the Plan participant is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any shares will not be distributed until after the earlier of (i) first business day of the seventh month following Plan participant’s Separation from Service, or (ii) the date of the Plan participant’s death (the “409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period, the Company shall deliver to the Plan participant any shares that the Company would otherwise have been required to distribute under this Agreement but for the imposition of the 409A Suspension Period.

Exhibit 10.3

LEXINGTON REALTY TRUST
2007 EQUITY-BASED AWARD PLAN

Share Option Award Agreement

Award No.                     

     You are hereby awarded the following share option (the “ Option ”) to purchase Shares of Lexington Realty Trust (the “ Company ”), subject to the terms and conditions set forth in this Share Option Award Agreement (the “ Award Agreement ”) and in the Lexington Realty Trust 2007 Equity-Based Award Plan (the “ Plan ”), which is attached hereto as Exhibit A . A summary of the Plan appears in its Prospectus, which is attached hereto as Exhibit B . You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option.

     By executing this Award Agreement, you agree to be bound by all of the Plan’s terms and conditions as if they had been set out verbatim below. In addition, you recognize and agree that all determinations, interpretations, or other actions respecting the Plan and this Award Agreement will be made by the Company’s Board of Trustees or any Committee appointed by the Board to administer the Plan, and shall (in the absence of material and manifest bad faith or fraud) be final, conclusive and binding on all parties, including you and your successors in interest. Terms that begin with initial capital letters have the special meanings set forth in the Plan or in this Award Agreement (unless the context indicates otherwise).

1. Specific Terms . This Option shall have, and be interpreted according to, the following terms, subject to the provisions of the Plan in all instances:

2. Accelerated Vesting; Change in Corporate Control . To the extent you have not previously vested in your rights with respect to this Award, your Award will become —

•

100% vested if your Continuous Service ends due to your death or “disability” within the meaning of Section 409A of the Code; and

•       100% vested if your Continuous Service ends due to an Involuntary Termination that occurs within the one-year period following a Change in Control.

Notwithstanding the foregoing, to the extent you have not previously vested in your rights with respect to this Award, your Award will become vested in accordance with your Employment Agreement between you and the Company in effect at such time (“Employment Agreement”).

3. Term of Option . The term of the Option will expire at 5:00 p.m. (E.D.T. or E.S.T., as applicable) on the Expiration Date.

4. Manner of Exercise . The Option shall be exercised in the manner set forth in the Plan, using the exercise form attached hereto as Exhibit C . The amount of Shares for which the Option may be exercised is cumulative; that is, if you fail to exercise the Option for all of the Shares vested under the Option during any period set forth above, then any Shares subject to the Option that are not exercised during such period may be exercised during any subsequent period, until the expiration or termination of the Option pursuant to Sections 2 and 6 of this Award Agreement and the terms of the Plan. Fractional Shares may not be purchased.

5. Termination of Continuous Service . Except as otherwise provided in your Employment Agreement, if your Continuous Service with the Company is terminated for any reason, this Option shall immediately terminate.

6. Designation of Beneficiary . Notwithstanding anything to the contrary contained herein or in the Plan, following the execution of this Award Agreement, you may expressly designate a beneficiary (the “ Beneficiary ”) to your interest in the Option awarded hereby. You shall designate the Beneficiary by completing and executing a designation of beneficiary agreement substantially in the form attached hereto as Exhibit D (the “ Designation of Beneficiary ”) and delivering an executed copy of the Designation of Beneficiary to the Company.

7. Restrictions on Transfer of Awards . This Award Agreement may not be sold, pledged, or otherwise transferred without the prior written consent of the Committee. Notwithstanding the foregoing, you may transfer this Option —

	(i)		by instrument to an inter vivos or testamentary trust (or other entity) in which each beneficiary is a permissible gift recipient, as such is set forth in subsection (ii) of this Section, or
	(ii)		by gift to charitable institutions or by gift or transfer for consideration to any of the following relatives of yours (or to an inter vivos trust, testamentary trust or other entity primarily for the benefit of the following

relatives of yours): any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, domestic partner, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.

Any transferee of your rights shall succeed and be subject to all of the terms of this Award Agreement and the Plan.

8. Conditions on Issuance of Shares; Transfer Restrictions . Notwithstanding any other provision of the Plan or of this Award Agreement: (i) the Committee may condition your receipt of Shares on your execution of a shareholder agreement imposing terms generally applicable to other similarly-situated employee-shareholders; and (ii) any Shares issued pursuant to this Award Agreement shall be non-transferable until the first day of the seventh month following the termination of your Continuous Service.

9. Taxes . Except to the extent otherwise specifically provided in another document establishing contractual rights for you, by signing this Award Agreement, you acknowledge that you shall be solely responsible for the satisfaction of any taxes that may arise pursuant to this Award (including taxes arising under Sections 409A or 4999 of the Code), and that neither the Company nor the Administrator shall have any obligation whatsoever to pay such taxes or otherwise indemnify or hold you harmless from any or all of such taxes.

10. Notices . Any notice or communication required or permitted by any provision of this Award Agreement to be given to you shall be in writing and shall be delivered electronically, personally, or by certified mail, return receipt requested, addressed to you at the last address that the Company had for you on its records. Each party may, from time to time, by notice to the other party hereto, specify a new e-mail or home address for delivery of notices relating to this Award Agreement. Any such notice shall be deemed to be given as of the date such notice is personally delivered or properly mailed.

11. Binding Effect . Except as otherwise provided in this Award Agreement or in the Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.

12. Modifications . This Award Agreement may be modified or amended at any time, in accordance with Section 15 of the Plan and provided that you must consent in writing to any modification that adversely and materially affects your rights or obligations under this Award Agreement (with such an affect being presumed to arise from a modification that would trigger a violation of Section 409A of the Code).

13. Headings . Section and other headings contained in this Award Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Award Agreement or any provision hereof.

14. Severability . Every provision of this Award Agreement and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement.

15. Counterparts . This Award Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

16. Plan Governs . By signing this Award Agreement, you acknowledge that you have received a copy of the Plan and that your Award Agreement is subject to all the provisions contained in the Plan, the provisions of which are made a part of this Award Agreement and your Award is subject to all interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant to the Plan. In the event of a conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the Plan shall control.

17. Investment Purposes . By executing this Award Agreement, you represent and warrant that any Shares issued to you pursuant to your Options will be held for investment purposes only for your own account, and not with a view to, for resale in connection with, or with an intent in participating directly or indirectly in, any distribution of such Shares within the meaning of the Securities Act of 1933, as amended.

18. Not a Contract of Employment . By executing this Award Agreement you acknowledge and agree that (i) any person who is terminated before full vesting of an award, such as the one granted to you by this Award Agreement, could claim that he or she was terminated to preclude vesting; (ii) you promise never to make such a claim; (iii) nothing in this Award Agreement or the Plan confers on you any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way your right or the Company’s right to terminate your employment, service, or consulting relationship at any time, with or without Cause; and (iv) the Company would not have granted this Award to you but for these acknowledgements and agreements.

19. Employment Agreement Provision. By executing this Award, you acknowledge and agree that your rights upon a termination of employment before full vesting of this Award will be determined under your Employment Agreement.

20. Recoupment of Awards and Proceeds. By signing this Award Agreement, you agree to forfeit all or a portion of this Award and to reimburse the Company for any proceeds you receive pursuant to this Award if and to the extent: (i) the payment, grant, or vesting was predicated upon the achievement of certain financial results that were subsequently the subject of a material financial restatement, (ii) if a Court having jurisdiction in the matter in a final adjudication from which there is no further right of appeal determines that you engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Company or any substantial affiliate, and (iii) a lower payment, award, or vesting would have occurred based upon the restated financial results.

The Company will, to the extent practicable and allowable under applicable laws, require reimbursement or cancellation of this Award in the amount this Award exceeds the amount that would have been made based on the restated financial results, plus a reasonable rate of interest.

21. Governing Law . The laws of the State of Maryland shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.

     BY YOUR SIGNATURE BELOW, along with the signature of the Company’s representative, you and the Company agree that the Option is awarded under and governed by the terms and conditions of this Award Agreement and the Plan.

		LEXINGTON REALTY TRUST
		By:
				Name:
				Title:
		PARTICIPANT
		The undersigned Participant hereby accepts the terms of this Award Agreement and the Plan.
		By:
		Name of Participant:

Exhibit A

LEXINGTON REALTY TRUST
2007 EQUITY-BASED AWARD PLAN

Plan Document

[Previously filed as Annex A to the Company’s Definitive Proxy Statement dated April 19, 2007 and filed with the Securities and Exchange Commission on April 13, 2007.]

Exhibit B

LEXINGTON REALTY TRUST
2007 EQUITY-BASED AWARD PLAN

Plan Prospectus

[Previously filed as part of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 16, 2008.]

Exhibit C

LEXINGTON REALTY TRUST
2007 EQUITY-BASED AWARD PLAN

Form of Exercise of Share Option Award Agreement

		Lexington Realty Trust
Attention:

Dear Sir or Madam:

     The undersigned elects to exercise his/her Non-Qualified Share Option to purchase ___ Common Shares of Lexington Realty Trust (the “Company”) under and pursuant to a Share Option Agreement dated as of January 2, 2009.

     1.  o Delivered herewith is a certified or bank cashier’s or teller’s check and/or shares of Common Stock held by the undersigned for at least six months, valued at the closing sale price of the Common Shares on the business day prior to the date of exercise, as follows:

		$						in cash or check
		$						in the form of ___ Common Shares,
								valued at $                      per share
		$				Total

     2.  o Delivered herewith are irrevocable instructions to a broker approved in writing by the Company to deliver promptly to the Company the amount of sale or loan proceeds to pay the exercise price.

     If method 1 is chosen, the name or names to be on the Common Share certificate or certificates, or “book-entry” equivalent, and the address and Social Security Number of such person(s) is as follows:

Name:

Address:

Social Security Number

Very truly yours,

Date				Optionee

Exhibit D

LEXINGTON REALTY TRUST
2007 EQUITY-BASED AWARD PLAN

Designation of Beneficiary

          In connection with the Awards designated below that I have received pursuant to the Plan, I hereby designate the person specified below as the beneficiary upon my death of my interest in Awards as defined in the Company’s 2007 Equity-Based Award Plan (the “ Plan ”). This designation shall remain in effect until revoked in writing by me.

		Name of Beneficiary:
		Address:
		Social Security No.:

          This beneficiary designation relates to any and all of my rights under the following Award or Awards:

	o		any Award that I have received or ever receive under the Plan.
	o		the                                           Award that I received pursuant to an award agreement dated                      ___, ___ between myself and the Company.

          I understand that this designation operates to entitle the above named beneficiary, in the event of my death, to any and all of my rights under the Award(s) designated above from the date this form is delivered to the Company until such date as this designation is revoked in writing by me, including by delivery to the Company of a written designation of beneficiary executed by me on a later date.

		Date:
		By:
				Name of Participant

Sworn to before me this
___ day of                      , 200_

                                                              
Notary Public
County of                                               
State of