8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 22, 2008

LEXINGTON REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland	1-12386	13-3717318
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Penn Plaza, Suite 4015, New York, New York	10119-4015
(Address of Principal Executive Offices)	(Zip Code)

(212) 692-7200

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

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

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement
	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EX-10.1: MASTER TERMS AND CONDITIONS
EX-10.2: AMENDED AND RESTATED OWNERSHIP LIMIT WAIVER AGREEMENT
EX-10.3: AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
EX-10.4: PRESS RELEASE

Item 1.01. Entry into a Material Definitive Agreement

Forward Purchase Agreement

On November 5, 2008, we executed a Master Terms and Conditions for Issuer for Forward Transactions between Citigroup Financial Products Inc., effective as of October 28, 2008 (the “Master Terms and Conditions”). Pursuant to the Master Terms and Conditions, we agreed to the forward purchase of 3.5 million of our common shares of beneficial interest, par value $0.0001 per share (which we refer to as Common Shares), for a forward purchase price of $19.6 million, or $5.60 per share. The Common Shares were previously held by AP LXP Holdings LLC, an affiliate of Apollo Real Estate Advisors III, L.P. (see Item 8.01 below). The purchase is effective as of October 31, 2008.

As part of the forward purchase, we prepaid in cash 50% of the forward purchase price ($9.8 million) and agreed to make floating payments during the term of the forward purchase at LIBOR plus 250 basis points per annum. The forward purchase contract is required to be settled no later than October 28, 2011. We may settle the forward purchase contract by paying the balance of the purchase price and receiving the underlying shares. Alternatively, at our election, we may elect to net-settle the forward purchase contract either in cash or in Common Shares, or a combination of both.

Attached as Exhibit 10.1 to this Current Report on Form 8-K (which we refer to as the Current Report) is a copy of the Master Terms and Conditions. The description of the Master Terms and Conditions does not purport to be complete and is qualified in its entirety by reference to the copy attached as an exhibit.

Amendment of Agreements with Vornado Realty L.P.

     Ownership Limit Waiver Agreement

On November 3, 2008, we executed an Amended and Restated Ownership Limit Waiver Agreement, dated as of October 28, 2008, with Vornado Realty L.P. The Amended and Restated Ownership Limit Waiver Agreement amends the Ownership Limited Waiver Agreement with Vornado Realty Trust L.P. dated as of December 31, 2006, by increasing (by an additional 8.0 million Common Shares) the number of shares covered by exemption from the ownership limitation contained in our Amended and Restated Declaration of Trust granted to Vornado Realty L.P. and its affiliates.

Attached as Exhibit 10.2 to this Current Report is a copy of the Amended and Restated Ownership Limit Waiver Agreement. The description of the Amended and Restated Ownership Waiver Limit Agreement does not purport to be complete and is qualified in its entirety by reference to the copy attached as an exhibit.

     Registration Rights Agreements

On November 3, 2008, we entered into an Amended and Restated Registration Rights Agreements, dated as of November 3, 2008, with Vornado Realty L.P. and Vornado LXP LLC.

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The Amended and Restated Registration Rights Agreement amends the Registration Rights Agreement with Vornado Realty L.P., dated as of November 11, 2005, by extending the registration rights to the additional 8.0 million Common Shares acquired by Vornado LXP LLC as discussed in Item 8.01, below.

Attached as Exhibits 10.3 to this Current Report is a copy of the Amended and Restated Registration Rights Agreement. The description of the Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the copy attached as an exhibit.

Item 8.01. Other Events.

Redemption by Apollo Real Estate Advisors III, L.P.

On October 22, 2008, we issued 18,687,236 Common Shares to AP LXP Holdings LLC, a wholly-owned subsidiary of Apollo Real Estate Advisors III, L.P., upon redemption by AP LXP Holdings LLC of an equal number of limited partnership units in The Lexington Master Limited Partnership (the “Partnership”) pursuant to its Second Amended and Restated Limited Partnership Agreement.

The Trust and the Partnership had previously consented in 2007 to the pledge by AP LXP Holdings LLC of its interest in the Trust and the Partnership to Citicorp North America, Inc. as collateral for AP LXP Holdings LLC’s loan from Citicorp North America, Inc.

Acquisition of Shares Previously Held by Apollo Real Estate Advisors III, L.P.

On October 28, 2008, we announced that we agreed to the forward purchase of 3.5 million Common Shares, an affiliate of Vornado Realty L.P. agreed to purchase 8.0 million Common Shares and an affiliate of Winthrop Realty Trust agreed to purchase 3.5 million Common Shares, each for $5.60 per share. The Common Shares were previously held by AP LXP Holdings LLC. The settlements of the purchases occurred between November 3, 2008 and November 5, 2008. A copy of the press release announcing these purchases is attached as Exhibit 10.4 to this Current Report.

Redemption by Vornado Realty L.P.

On October 28, 2008, we issued 8,149,594 Common Shares to Vornado Realty L.P. and certain of its affiliates, upon redemption by such entities of an equal number of limited partnership units in the Partnership pursuant to its Second Amended and Restated Limited Partnership Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	Master Terms and Conditions
10.2	Amended and Restated Ownership Limit Waiver Agreement

10.3	Amended and Restated Registration Rights Agreement
10.4	Press Release dated October 28, 2008

SIGNATURES

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

	Lexington Realty Trust
Date: November 6, 2008	By:	/s/ T. Wilson Eglin
		T. Wilson Eglin
		Chief Executive Officer

Exhibit Index

10.1	Master Terms and Conditions
10.2	Amended and Restated Ownership Limit Waiver Agreement
10.3	Amended and Restated Registration Rights Agreement
10.4	Press Release dated October 28, 2008

EX-10.1

Exhibit 10.1

Execution Copy

MASTER TERMS AND CONDITIONS FOR ISSUER FORWARD TRANSACTIONS
BETWEEN CITIGROUP FINANCIAL PRODUCTS INC. AND LEXINGTON REALTY TRUST

     The purpose of this Master Terms and Conditions for Issuer Forward Transactions (this “Master Confirmation”), dated as of October 28, 2008, is to set forth certain terms and conditions for issuer forward transactions that Lexington Realty Trust (“Counterparty”) will enter into with Citigroup Financial Products Inc. (“Citigroup”). Each such transaction (a “Transaction”) entered into between Citigroup and Counterparty that is to be subject to this Master Confirmation shall be evidenced by a written confirmation substantially in the form of Exhibit A hereto, with such modifications thereto as to which Counterparty and Citigroup mutually agree (a “Transaction Confirmation”). The confirmation applicable to each Transaction, which shall constitute a “Confirmation” for the purposes of, and will supplement and form a part of, and be subject to, the Agreement (as such term is defined herein), shall consist of this Master Confirmation as supplemented by the trade details applicable to such Transaction, as set forth in the Transaction Confirmation.

     This Master Confirmation and a Transaction Confirmation evidence a complete binding agreement between you and us as to the terms of the Transaction to which this Master Confirmation and such Transaction Confirmation relates. This Master Confirmation and each Transaction Confirmation hereunder, together with all other documents referring to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (the “ISDA Agreement”), in the form published by the International Swaps and Derivatives Association, Inc. (“ISDA”) (each a “Confirmation”) confirming transactions (each a “Transaction”) entered into between you and us (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Agreement as if we had executed an agreement in such form (without a Schedule, but with the elections herein) on the Trade Date of the first such Transaction between you and us (the “Agreement”). A copy of the ISDA Agreement has been, or promptly after the date hereof will be, delivered to you.

     The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”) and the 2000 ISDA Definitions (the “ISDA Definitions” and, together with the Equity Definitions, the “Definitions”), each as published by ISDA, are incorporated into this Master Confirmation.

     THIS MASTER CONFIRMATION WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

     1. In the event of any inconsistency between the Equity Definitions and ISDA Definitions, the Equity Definitions will control for the purpose of the Transaction to which a Transaction Confirmation relates. In the event of any inconsistency between the Definitions and this Master Confirmation, this Master Confirmation will control for the purpose of the Transaction to which a Transaction Confirmation relates. In the event of any inconsistency between the Definitions and this Master Confirmation, on the one hand, and a Transaction Confirmation, on the other hand, the Transaction Confirmation will govern. With respect to a Transaction, capitalized terms used herein that are not otherwise defined shall have the meaning assigned to them in the Transaction Confirmation relating to such Transaction.

     2. Each party will make each payment specified in this Master Confirmation or a Transaction Confirmation as being payable by such party, not later than the due date for value on that date in the place of the account specified below or otherwise specified in writing, in freely transferable funds and in a manner customary for payments in the required currency.

     3. General Terms:

     This Master Confirmation and the Agreement, together with the Transaction Confirmation relating to a Transaction, shall constitute the written agreement between Counterparty and Citigroup with respect to such Transaction.

     Each Transaction to which a Transaction Confirmation relates is a share forward, which shall be considered a Share Forward Transaction for purposes of the Definitions, and shall have the following terms:

General Terms:
Trade Date:	As set forth in the Transaction Confirmation for such Transaction.
Effective Date:	Unless otherwise set forth in the Transaction Confirmation for such Transaction, the third Exchange Business Day following the Trade Date for such Transaction.
Termination Date:	The date on which settlement with respect to the full Number of Shares has been completed.
Shares:	The Common Shares, USD0.0001 par value per share, of Counterparty (Symbol: LXP).
Number of Shares:	As set forth in the Transaction Confirmation for such Transaction, reduced from time to time by the Calculation Agent for any Settlement Shares.
Initial Price:	As set forth in the Transaction Confirmation for such Transaction.
Maturity Date:	As set forth in the Transaction Confirmation for such Transaction.
Initial Notional Amount:	An amount equal to (i) the product of Initial Price and the initial Number of Shares minus (ii) the Initial Prepayment Amount.
Notional Amount:	The Initial Notional Amount, as reduced from time to time by the Calculation Agent for Shortfall Prepayment Amounts paid by Counterparty and Settlement Period Amounts in respect of Settlement Shares.
Exchange:	New York Stock Exchange.
Related Exchange:	All Exchanges.
Trading Day:	Any Scheduled Trading Day that is not a Disrupted Day; provided, however, that the first sentence of Section 6.3(a) of the Equity Definitions is amended by replacing the phrase starting with “during the one hour period” and ending with “as the case may be” with “during a Scheduled Trading Day.” The Calculation Agent may determine that a Scheduled Trading Day is a Disrupted Day only in part, in which case the Calculation Agent shall make such adjustments to the terms of the affected Transactions hereunder as it deems appropriate to take into account such partial Trading Day.
Fee Rate:	USD0.05 per Share.

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Business Day Convention:	Modified Following.
Business Days:	New York.
Reference Price:	On any Trading Day, the volume weighted average price per Share, as determined by the Calculation Agent, for all transactions in the Shares on the Exchange as of the end of regular trading hours on such Trading Day as reported by Bloomberg L.P. (“Bloomberg”) or (x) if such price is not reported by Bloomberg, then as reported by another recognized source reasonably selected by the Calculation Agent on such Trading Day or (y) if the Shares cease to be listed on a national securities exchange or included in a quotation system, then the current market price per Share on such Trading Day, as determined by the Calculation Agent in a commercially reasonable manner, in each case minus the Fee Rate.
Settlement Currency:	USD.
Prepayments by Counterparty:
Initial Prepayment:	On the Initial Prepayment Date, Counterparty shall pay to Citigroup an amount in USD equal to the Initial Prepayment Amount.
Initial Prepayment Date:	As set forth in the Transaction Confirmation for such Transaction.
Initial Prepayment Amount:	50% of the product of (i) the Initial Price and (ii) the initial Number of Shares.
Shortfall Prepayment:	If a Shortfall Event occurs, Citigroup may, at its option, deliver a Shortfall Prepayment Notice to Counterparty. After effective delivery of such Shortfall Prepayment Notice, if the Shortfall Prepayment Amount is positive, Counterparty shall pay to Citigroup on or before the related Shortfall Prepayment Date an amount in USD equal to the Shortfall Prepayment Amount for such Shortfall Event, plus an accrual thereon at the Floating Rate plus the Spread for the period from and including the previous Floating Amount Payment Date (or, if none, the Effective Date) to but excluding the Shortfall Prepayment Date. Failure by Counterparty to satisfy its obligation to pay such amount by the date due shall constitute an Event of Default, without regard to any otherwise applicable notice requirement or grace period. For the avoidance of doubt, notwithstanding the occurrence of a Shortfall Event and delivery of the related Shortfall Prepayment Notice, if the Shortfall Prepayment Amount is zero or negative, Counterparty is not required to make any payment in respect of such Shortfall Event.
Shortfall Event:	If, at any time on any Scheduled Trading Day, the Notional Amount is greater than 60% of the product of (i) the price of a

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	Share at that time and (ii) the Number of Shares at that time, it shall constitute a Shortfall Event.
Shortfall Prepayment Amount:	In respect of a Shortfall Event, (a) the Notional Amount minus (b) 57.5% of the product of (i) the price of a Share at the close of the regular trading session of the Exchange on the Exchange Business Day immediately preceding the Shortfall Prepayment Date and (ii) the Number of Shares on such day.
Shortfall Prepayment Date:	In respect of a Shortfall Event, 11:00 a.m. (New York City time) on the third Exchange Business Day following the day Citigroup’s notice to Counterparty (a “Shortfall Prepayment Notice”) of the occurrence of such Shortfall Event is effective.
Floating Amounts:
Floating Amount Payer:	Counterparty.
Payment Date(s):	16th of each January, April, July and October during the Term of the Transaction (subject to the Modified Following Business Day Convention) and the Termination Date.
Floating Rate Day Count Fraction:	Actual/360.
Reset Dates:	The first day of each Calculation Period.
Floating Rate:	The rate per annum for USD LIBOR for the relevant reference period, as determined by the Calculation Agent, appearing on Telerate Page 3750 or any replacement of that page, two London Banking Days prior to the start of a relevant period. The Floating Rate shall be determined by linear interpolation if the relevant reference period does not correspond exactly to a period for which rates appear on Telerate Page 3750 or its replacement. If the Floating Rate cannot be so determined, it shall be determined as if USD-LIBOR-Reference Banks with a Designated Maturity of three months had been specified for purposes of determining the Floating Rate; provided that if the Floating Rate cannot be determined pursuant to the foregoing, the Floating Rate shall be the higher of (a) the Prime Rate and (b) the Federal Funds Rate plus 0.5% per annum. Except for the initial Calculation Period and the Calculation Period ending with the Termination Date, unless the parties otherwise agree, the relevant reference period for determining the Floating Rate shall be three months. “Prime Rate” means the rate of interest publicly announced by Citibank, N.A. from time to time as its Prime Rate in New York City. “Federal Funds Rate” means, for any relevant day, a rate determined as if USD-Federal Funds-H.15 was specified.
London Banking Day:	Any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.
Spread:	As set forth in the Transaction Confirmation for such Transaction.

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Settlement Terms:
Settlement Method:	In respect of a Settlement Period relating to the Maturity Date or a Settlement Period relating to an Optional Early Settlement with respect to the entire remaining Number of Shares, Counterparty shall be entitled to elect by timely written notice to Citigroup whether to settle the Transaction by (i) “Full Physical Settlement”, (ii) “Net Cash Settlement” or (iii) “Net Share Settlement” as described below; provided that, if Counterparty fails to so elect or if Counterparty properly elects either of Net Cash Settlement or Net Share Settlement, but Citigroup reasonably determines that the Alternative Settlement Conditions have not been satisfied, Counterparty shall be deemed to have elected Full Physical Settlement. Counterparty shall send irrevocable written notice to Citigroup of its election of a settlement method at least 40 Scheduled Trading Days prior to the Maturity Date (or, in the case of Optional Early Settlement, as part of the Optional Settlement Notice). By electing Net Cash Settlement or Net Share Settlement, Counterparty is deemed to represent that Counterparty is not aware of any material nonpublic information concerning itself or the Shares, and is electing such settlement in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.
	In respect of any other Settlement Period, Full Physical Settlement shall apply unless the parties agree on a methodology for settlement on a net cash or net share equivalent basis (e.g., a marketed or a block offering), equivalent conditions to the Alternative Settlement Conditions are satisfied, and Counterparty represents that Counterparty is not aware of any material nonpublic information concerning itself or the Shares, and is agreeing to net cash or net share settlement in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws. The parties acknowledge and agree that any such net cash or net share settlement shall be structured to result in (i) if the value of the Shares determined by the agreed methodology is greater than the Initial Price, the Notional Amount being reduced (but not below zero) by an amount equal to the product of the number of Settlement Shares and the Initial Price or (ii) if the value of the Shares determined by the agreed methodology is less than or equal to the Initial Price, the Notional Amount being reduced (but not below zero) by an amount equal to the lesser of (a) an amount equal to the number of Settlement Shares and such value and (b) 150% of the result obtained by dividing the remaining Notional Amount (determined prior to reduction for such Settlement Shares) as of the Settlement Period Start Date by the remaining Number of Shares (determined prior to reduction for such Settlement Shares) as of the Settlement Period Start Date.
Settlement Period:	The period during which Citigroup transfers Shares to Counterparty or otherwise values Shares in settlement or partial settlement of this Transaction, which shall be (a) in the case of Full Physical Settlement, a single Trading Day (i.e.,

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	the Settlement Period Start Date) and (b) in the case of Net Cash Settlement or Net Share Settlement, the period beginning on the Settlement Period Start Date, and ending on, and including, the Trading Day thereafter that (i) in the case of the Settlement Period relating to the Maturity Date, is 29 Trading Days thereafter (or such other number as the parties may agree) and (ii) in the case of any other Settlement Period, is a number of Trading Days determined by the Calculation Agent, taking into account the number of Settlement Shares for such Settlement Period (or such other number of Trading Days as the parties may agree).
Settlement Shares:	For any Settlement Period, the portion of the Number of Shares that is subject to such Settlement Period. In connection with any Settlement Period occurring due to a Partial Termination Event, the number of Settlement Shares shall be determined by the Calculation Agent. In connection with any Settlement Period occurring due to an Optional Early Settlement, the number of Settlement Shares shall be as specified by Counterparty in the relevant Optional Settlement Notice. In connection with the Settlement Period relating to the Maturity Date, the number of Settlement Shares shall be the remainder of the Number of Shares.
Settlement Period Start Date:	In the case of the Settlement Period relating to the Maturity Date, (i) if Full Physical Settlement applies, the Maturity Date and (ii) if Net Cash Settlement or Net Share Settlement applies, the day that is 32 Scheduled Trading Days prior to the Maturity Date (the “Net Maturity Settlement Start Date”).
	In the case of a Settlement Period relating to an Optional Early Settlement, the date specified by Counterparty in its Optional Settlement Notice.
	In the case of a Settlement Period relating to a Partial Termination Event, the first Trading Day immediately following delivery of Citigroup’s notice to commence the relevant Settlement Period.
Optional Early Settlement:	At any time prior to the Net Maturity Settlement Start Date for such Transaction, Counterparty may elect by at least 10 Scheduled Trading Days’ written notice to Citigroup (an “Optional Settlement Notice”) to specify a Settlement Period Start Date prior to the Net Maturity Settlement Start Date for purposes of effecting a settlement with respect to all or a portion of the remaining Number of Shares for such Transaction (as specified in such notice) not previously subject to a Settlement Period (an “Optional Early Settlement”), so long as no other Settlement Period for such Transaction has occurred and is continuing at the time of such election.
Partial Termination Event:	If on any day Citigroup’s hedge in respect of all Transactions hereunder along with other Shares beneficially owned by Citigroup Inc. (the “Transaction Equity”) exceeds 9.8% of the number of outstanding Shares on such day, a “Partial

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	Termination Event” shall be deemed to have occurred. Citigroup shall use its reasonable efforts to avoid transactions with third parties that could reasonably be expected to result in Citigroup Inc.’s beneficial ownership exceeding 9.8%. Upon the occurrence of a Partial Termination Event, Citigroup shall have the right to commence a Settlement Period with respect to a portion of the Number of Shares for such Transaction not previously subject to a Settlement Period such that, after completion of the Settlement Period related to such Partial Termination Event, the Transaction Equity as determined by Citigroup is less than 9.8% of the number of outstanding Shares.
	At Citigroup’s option, upon notice to Counterparty, (x) any other Settlement Period that has commenced prior to the start of the Settlement Period for such Partial Termination Event, and has not ended, shall end on the Trading Day immediately preceding delivery by Citigroup of the notice referred to in the immediately preceding paragraph and (y) the Calculation Agent shall adjust the number of Settlement Shares for such other Settlement Period and the parties obligations with respect to settlement thereof appropriately to reflect the truncated Settlement Period.
Full Physical Settlement:	If Full Physical Settlement applies to a Settlement Period, on a delivery versus payment basis, Citigroup will deliver to Counterparty on the related Settlement Period Start Date the Settlement Shares for such Settlement Period in exchange for payment from Counterparty to Citigroup of the Accreted Settlement Period Amount for such Settlement Period.
Settlement Period Amount:	In respect of a Settlement Period, an amount equal to (i) the Settlement Shares for such Settlement Period divided by the remaining Number of Shares (determined prior to reduction for such Settlement Shares) as of the Settlement Period Start Date multiplied by (ii) the remaining Notional Amount (determined prior to reduction for such Settlement Shares) as of the Settlement Period Start Date.
Accreted Settlement Period Amount:	In respect of a Settlement Period, an amount equal to the Settlement Period Amount for such Settlement Period plus an accrual thereon at the relevant Floating Rate plus the Spread for the period from and including the previous Floating Amount Payment Date (or, if none, the Effective Date) to but excluding the relevant Settlement Period Start Date.
Net Cash Settlement:	If Net Cash Settlement applies to a Settlement Period, then on the third Scheduled Trading Day following the completion of the Settlement Period, if the Net Settlement Amount is positive, Citigroup shall pay such amount to Counterparty, and if the Net Settlement Amount is negative, Counterparty shall pay the absolute value of such amount to Citigroup. In addition, Counterparty shall pay to Citigroup the Settlement Period Floating Rate Amount.

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Net Share Settlement:	If Net Share Settlement applies to a Settlement Period, then on the third Scheduled Trading Day following the completion of the Settlement Period, if the Net Settlement Amount is positive, Citigroup shall deliver to Counterparty a number of Shares (rounded to the nearest whole Share) equal to such amount divided by the Average Settlement Period Price for such Settlement Period, and if the Net Settlement Amount is negative, Counterparty shall deliver to Citigroup a number of Shares (rounded to the nearest whole Share) equal to the absolute value of such amount divided by the Average Settlement Period Price for such Settlement Period. In addition, Counterparty shall pay to Citigroup the Settlement Period Floating Rate Amount.
Net Settlement Amount:	In respect of a Settlement Period, an amount equal to (i) the number of Settlement Shares for such Settlement Period multiplied by the Average Settlement Period Price for such Settlement Period minus (ii) the Accreted Settlement Period Amount for such Settlement Period.
Average Settlement Period Price:	In respect of a Settlement Period, the average of the Reference Prices for each Trading Day in such Settlement Period.
Settlement Period Floating Amount:	In respect of a Settlement Period, an amount equal to (i) the Floating Rate (with the relevant reference period commencing on the Settlement Period Start Date and ending on the third Scheduled Trading Day following the scheduled completion of the Settlement Period) plus the Spread multiplied by (ii) the Accreted Settlement Period Amount for such Settlement Period divided by (iii) 2 multiplied by (iv) the number of days from and including the Settlement Period Start Date to but excluding the third Scheduled Trading Day following the completion of the Settlement Period divided by 360.
Suspension of Settlement Period:	Counterparty may, by notice to Citigroup by 8:30 a.m. (New York City time) on any Trading Day, suspend a Settlement Period for up to 5 days in the aggregate based on the advice of counsel respecting applicable federal securities laws that such Settlement Period should be suspended. As promptly as practicable after such suspension or any suspension under Paragraph 5(c) below, the Calculation Agent will adjust any term of this Transaction to the extent appropriate to effectuate the fundamental economic terms of this Transaction.
Dividends:
Payment Obligation in Respect of Cash Dividends:	In the event of any cash dividend or distribution on the Shares for which the ex-dividend date occurs during the period from, but excluding, the Trade Date for any Transaction hereunder to, and including, the Termination Date for any Transaction hereunder, Citigroup shall pay to Counterparty the amount thereof, within five Business Days of the date such cash dividend or distribution is paid to holders of Shares, in respect of the remaining Number of Shares for such Transaction (adjusted as the Calculation Agent deems appropriate for any

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	pending Settlement Period or settlement, taking into account the applicable Settlement Method); provided that, if prior to Citigroup’s payment a Shortfall Event has occurred for which Counterparty has not yet paid the related Shortfall Prepayment, Citigroup may defer its payment until Counterparty has paid to Citigroup such Shortfall Prepayment, and if an Event of Default or a Potential Event of Default with respect to Counterparty has occurred and is continuing, Citigroup may defer its payment until no Event of Default or a Potential Event of Default with respect to Counterparty is continuing (it being understood, for the avoidance of doubt, that any amount so deferred shall be an Unpaid Amount for purposes of the Agreement).
Adjustments:
Method of Adjustment:	Calculation Agent Adjustment; provided, however, that the Calculation Agent shall not make any adjustment to the terms of any Transaction hereunder in connection with any cash dividend or distribution paid on the Shares.
Extraordinary Events:
Consequences of Merger Events:
Share-for-Share:	Calculation Agent Adjustment
Share-for-Other:	Calculation Agent Adjustment
Share-for-Combined:	Component Adjustment
Determining Party:	Citigroup
Tender Offer:	Applicable; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “greater than 10%” in the third line thereof with “greater than or equal to 50%”.
Share-for-Share:	Cancellation and Payment
Share-for-Other:	Cancellation and Payment
Share-for-Combined:	Cancellation and Payment
Determining Party:	Citigroup
Composition of Combined Consideration:	Not Applicable
Nationalization, Insolvency or Delisting:	Cancellation and Payment
	In addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the

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	New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.
Additional Disruption Events:
Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation”, (ii) immediately following the word “faith” in clause (B) thereof, adding the words “based on the advice of outside counsel” and (iii) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner reasonably contemplated by Citigroup on the Trade Date”.
Failure to Deliver:	Applicable
Insolvency Filing:	Applicable
Hedging Disruption:	Applicable
Hedging Party:	For all applicable Additional Disruption Events, Citigroup
Determining Party:	For all applicable Additional Disruption Events, Citigroup
Additional Representations, Agreements and Acknowledgments:
Non-Reliance:	Applicable
Agreements and Acknowledgments Regarding Hedging Activities:	Applicable
Additional Acknowledgments:	Applicable
No Rights With Respect To Shares:	Counterparty acknowledges and agrees that (a) Citigroup has no obligation to hedge any Transaction hereunder, (b) if Citigroup elects to hedge any Transaction hereunder, Citigroup may hedge such Transaction in any manner that it deems appropriate, which may, but need not, include the purchase of Shares, and (c) if Citigroup elects to hedge any Transaction hereunder by purchasing Shares, Counterparty shall not acquire any right to vote or to give any consent with respect to any such Shares by virtue of such Transaction or otherwise.
	Without limiting the generality of the foregoing, Counterparty shall not be entitled pursuant to any Transaction to vote or direct the voting of, or to give or direct the giving of any consent with respect to, any Shares (including any Shares held

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by or on behalf of Citigroup as a hedge for the Transaction or otherwise), and the parties agree that Citigroup shall not take any such directions or instructions from Counterparty or any of its officers, directors, employees, agents or representatives as to such voting or consent.

     4. Calculation Agent: Citigroup or an Affiliate thereof specified by Citigroup; provided that if (i) an Event of Default has occurred and is continuing with respect to which Citigroup is the Defaulting Party and (ii) Citigroup fails to duly perform its obligations as Calculation Agent with respect to any calculation or determination required to be made by the Calculation Agent within three Scheduled Trading Days following the date of effective delivery of notice from Counterparty requesting the performance of any such obligations, Counterparty may appoint as Calculation Agent a third party that is reasonably acceptable to Citigroup. All determinations made by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. Following any calculation or other determination by the Calculation Agent hereunder, upon a prior written request by Counterparty, the Calculation Agent will provide to Counterparty by e-mail to the e-mail address provided by Counterparty in such a prior written request evidence of its calculations or determinations in reasonable detail, it being understood that the Calculation Agent shall not be obligated to disclose any proprietary models used by it for such calculation or determination.

     5. Alternative Settlement Conditions:

     (a) Notwithstanding Counterparty’s timely election of Net Cash Settlement or Net Share Settlement, Net Cash Settlement or Net Share Settlement shall apply to this Transaction only if the following conditions (the “Alternative Settlement Conditions”) are satisfied:

     (i) By no later than the Settlement Period Start Date, Counterparty shall have made available to Citigroup and its affiliates, in form and substance satisfactory to Citigroup, an effective registration statement (the “Registration Statement”) pursuant to Rule 415 under the Securities Act of 1933 (as amended, the “Securities Act”) and one or more prospectuses as necessary to allow Citigroup and its affiliates to comply with the applicable prospectus delivery requirements (the “Prospectus”) for the public resale by Citigroup and its affiliates of all Settlement Shares and, in the case of Net Share Settlement, such number of additional Shares reasonably specified by Citigroup, and such Registration Statement shall be effective and Prospectus shall be current for each day in the Settlement Period (other than a day on which the Settlement Period has been suspended pursuant to “Suspension of Settlement Period” above) until all Settlement Shares and any such additional Shares have been sold;

     (ii) By no later than the Settlement Period Start Date, Citigroup and its affiliates shall have been afforded a reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for underwritten follow-on offerings of equity securities of companies of comparable size, maturity and lines of business (including, without limitation, (x) the opportunity to review Counterparty’s books and records and to make reasonable inquiries of appropriate officers of Counterparty and of Counterparty’s independent public accountants and (y) the provision of opinions of counsel, comfort letters, officers’ certificates and representations and such other documents as is customary for an underwritten follow-on offering of equity securities of companies of comparable size, maturity and lines of business and as may be reasonably requested by Citigroup), and the results of such investigation shall have been satisfactory to Citigroup, in its reasonable discretion;

     (iii) The following representation, which Counterparty shall be deemed to make on the Settlement Period Start Date and on each day thereafter (other than a day on which the Settlement Period has been suspended pursuant to “Suspension of Settlement Period” above) until all Settlement Shares and any such additional Shares have been sold, shall be true and correct:

Counterparty represents that each of its filings under the Securities Act, the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) or other applicable securities laws that are required to be filed have been filed and that, as of the respective dates thereof and as of the date of this representation, there is no misstatement of material fact contained therein or omission of a

11

material fact required to be stated therein or necessary to make the statements therein not misleading;

     (iv) By no later than the Settlement Period Start Date, Counterparty shall have taken all required action so that all Shares covered by the Registration Statement are eligible for sale on the Exchange, entered into such customary agreements (including a customary underwriting agreement reasonably acceptable to Citigroup) with Citigroup, its affiliates and other underwriters or agents, if any, selected by Citigroup, as reasonably requested by Citigroup in order to expedite or facilitate the disposition of the Shares (which agreement shall include, without limitation, provisions in form and substance reasonably acceptable to Citigroup regarding indemnity and contribution) and Counterparty shall comply with such agreements, and otherwise take such actions reasonably requested by Citigroup to facilitate the disposition of the Shares (including, without limitation, the filing of any supplements and post-effective amendments to the Registration Statement reasonably required by Citigroup) until all Settlement Shares and any related additional Shares have been sold; and

     (v) Counterparty shall have paid all reasonable and customary costs and expenses actually incurred in connection with the foregoing (including, without limitation, legal and other expenses incurred by Citigroup or its affiliates in connection with the preparation of the Registration Statement and the Prospectus and the due diligence investigation described in clause (ii) above).

     (b) Counterparty shall notify Citigroup immediately after obtaining knowledge that any of the Alternative Settlement Conditions has ceased to be satisfied at any time prior to the time all Settlement Shares and any such additional Shares have been sold.

     (c) If, in Citigroup’s reasonable judgment, any of the Alternative Settlement Conditions has ceased to be satisfied at any time prior to the time all Settlement Shares and any such additional Shares have been sold, Citigroup shall be entitled, in its discretion, to suspend and/or terminate the Settlement Period. If Citigroup terminates the Settlement Period, the Calculation Agent shall adjust the terms of the Transaction as it reasonably determines appropriate, with Full Physical Settlement applying to the portion of the Settlement Shares relating to the remainder of the Settlement Period and Net Cash Settlement or Net Share Settlement, as applicable, applying to the other portion of the Settlement Period.

     6. Representations, Warranties and Covenants:

          (a) In connection with this Master Confirmation, each Transaction Confirmation, each Transaction to which a Transaction Confirmation relates and any other documentation relating to the Agreement, each party to this Master Confirmation represents and warrants to, and agrees with, the other party that:

     (i) it is an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act; and

     (ii) it is an “eligible contract participant” as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as amended (the “CEA”), and this Master Confirmation and each Transaction hereunder are subject to individual negotiation by the parties and have not been executed or traded on a “trading facility” as defined in Section 1a(33) of the CEA.

          (b) Counterparty represents and warrants to, and agrees with, Citigroup on the Trade Date of each Transaction that:

     (i) its financial condition is such that it has no need for liquidity with respect to its investment in such Transaction and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness;

     (ii) its investments in and liabilities in respect of such Transaction, which it understands are not readily marketable, are not disproportionate to its net worth, and it is able to bear any loss in connection with such Transaction, including the loss of its entire investment in such Transaction;

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     (iii) it understands that Citigroup has no obligation or intention to register such Transaction under the Securities Act or any state securities law or other applicable federal securities law;

     (iv) it understands that no obligations of Citigroup to it hereunder shall be entitled to the benefit of deposit insurance and that such obligations shall not be guaranteed by any Affiliate of Citigroup or any governmental agency;

     (v) IT UNDERSTANDS THAT SUCH TRANSACTION IS SUBJECT TO COMPLEX RISKS THAT MAY ARISE WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS;

     (vi) each of its filings under the Securities Act, the Exchange Act, or other applicable securities laws that are required to be filed have been filed and that, as of the respective dates thereof and as of the date of this representation, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading;

     (vii) it is not entering into any Transaction to create, and shall not engage in any other securities or derivatives transactions to create, actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or to manipulate the price of the Shares (or any security convertible into or exchangeable for Shares);

     (viii) it has not and shall not directly or indirectly violate any applicable law (including, without limitation, the Securities Act and the Exchange Act) in connection with any Transaction under this Master Confirmation;

     (ix) it has sufficient knowledge and expertise to enter into such Transaction and it is entering into such Transaction in reliance upon such tax, accounting, regulatory, legal, and financial advice as it deems necessary and not upon any view expressed by Citigroup or its affiliates;

     (x) it has made its own independent decision to enter into such Transaction, is acting at arm’s length and is not relying on any communication (written or oral) of Citigroup or its affiliates as a recommendation or investment advice regarding such Transaction;

     (xi) it has the capability to evaluate and understand (on its own behalf or through independent professional advice), and does understand, the terms, conditions and risks of such Transaction and is willing to accept those terms and conditions and to assume (financially and otherwise) those risks;

     (xii) it acknowledges and agrees that neither Citigroup nor its affiliates is acting as a fiduciary or advisor to it in connection with such Transaction; and

     (xiii) if it were to have effected transactions in any Shares on such Trade Date, whether on the Exchange or otherwise, such transactions would not have violated any applicable securities law or other restriction applicable to Counterparty; without limiting the generality of the foregoing, all material information with respect to Counterparty and the Shares existing as of such Trade Date has been publicly disclosed.

     7. Miscellaneous:

          (a) Early Termination. The parties agree that Second Method and Loss shall apply to each Transaction under this Master Confirmation as such terms are defined under the ISDA Agreement. Counterparty acknowledges and agrees that Citigroup may take into account Counterparty’s status as issuer of the Shares in its good faith determination of the manner in which to dispose of any Hedge Positions when determining its Loss.

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          (b) Netting of Obligations. The respective cash payment obligations on any day of Counterparty, on the one hand, and Citigroup, on the other hand, whether under a single or multiple Transactions hereunder, shall be netted.

          (c) Amendment upon Change in Accounting. Citigroup will negotiate with Counterparty in good faith upon receiving Counterparty’s request for any amendment of the Master Confirmation and any Transaction Confirmations with respect to any Change in Accounting and will use reasonable efforts to enter into any such amendment; provided that Citigroup shall not be obligated or required to enter into any such amendment that, in Citigroup’s reasonable judgment, would be reasonably expected to have a material adverse effect on the expected economic benefits to Citigroup in respect of any Transaction. “Change in Accounting” means any change in the accounting treatment of any Transaction or the Shares underlying any issuer forward transactions under U.S. generally accepted accounting principles that the Counterparty determines, in good faith, has resulted in, or will likely result in, a material change in the Counterparty’s consolidated financial statements, including, without limitation, any such change in accounting treatment requiring that (i) all or any portion of the Transactions must be recorded as liabilities on the Counterparty’s balance sheet or (ii) changes in the mark-to-market value of the Transactions must be recorded as an expense on the Counterparty’s income statement.

          (d) Funding Cost Adjustment. If for any reason, including without limitation, a Shortfall Prepayment or an Optional Early Termination, the relevant reference period with respect to any payment due hereunder does not correspond with the reference period used for purposes of calculating the Floating Rate, Citigroup shall adjust the terms of the relevant Transactions appropriately to reflect any additional funding costs incurred, or any reduction in funding costs received, by Citigroup.

          (e) Increased Costs. If Citigroup reasonably determines that after the Trade Date of any Transaction hereunder (i) due to either (x) the introduction of or any change in or in the interpretation of any law or regulation or (y) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to Citigroup or its affiliates of engaging in such Transaction or related transactions, or (ii) compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) adopted after the date hereof, increases or would increase the amount of any capital required or expected to be maintained by Citigroup or any affiliate of Citigroup as a direct or indirect consequence of such Transaction (“Increased Costs”), then Counterparty shall from time to time until such Transaction is no longer outstanding (whether through an Optional Early Settlement, a Partial Termination Event or otherwise), promptly upon demand by Citigroup, convey to Citigroup additional amounts sufficient to compensate Citigroup for such Increased Costs as are incurred, so long as such amounts have accrued since a date at least 180 days prior to the date of demand. A certificate in reasonable detail computing the amount of Increased Costs, submitted to Counterparty by Citigroup, shall be conclusive and binding for all purposes absent manifest error and shall accompany the demand for payment.

          (f) Priority of Claims. The parties acknowledge and agree that Counterparty’s obligations with respect to each Transaction under this Master Confirmation and any claims arising out of or relating hereto shall rank at least pari passu in all respects with all of its other obligations to unsecured, unsubordinated creditors.

          (g) Securities Contract; Swap Agreement. The parties hereto intend for: (i) each Transaction hereunder to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”), and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 555 and 560 of the Bankruptcy Code; (ii) a party’s right to liquidate a Transaction and to exercise any other remedies upon the occurrence of any Event of Default under the Agreement with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code; (iii) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to a Transaction to constitute “margin payments” and “transfers” under a “swap agreement” as defined in the Bankruptcy Code; and (iv) all payments for, under or in connection with a Transaction, all payments for the Shares and the transfer of such Shares to constitute “settlement payments” and “transfers” under a “swap agreement” as defined in the Bankruptcy Code.

          (h) Repurchase Notices. Counterparty shall, if Counterparty effects any repurchase of Shares, promptly give Citigroup a written notice of such repurchase (a “Repurchase Notice”) on such day if,

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following such repurchase, the Equity Percentage as determined on such day is (i) equal to or greater than 4.5% and (ii) greater by 0.3% than the Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.3% than the Equity Percentage as of the date hereof). The “Equity Percentage” as of any day is the fraction the numerator of which is the aggregate Number of Shares for all Transactions hereunder and the denominator of which is the number of Shares outstanding on such day.

          (i) Counterparty Disclosure. The material terms of each Transaction (and any other similar transactions), and the consequences of such transactions on the financial condition and results of operations of Counterparty, will be disclosed by Counterparty in accordance with all rules, regulations, accounting principles (including FAS 150) and laws applicable to Counterparty in its periodic filings under the Exchange Act and its financial statements and notes thereto.

          (j) Transfer. Notwithstanding any provision of the Agreement to the contrary, Citigroup may, subject to applicable law, freely transfer or assign all of its rights and obligations under any Transaction without the consent of Counterparty to one or more entities that are directly or indirectly controlled by or under common control with Citigroup; provided that the transferee or assignee (or, if applicable, its guarantor) has a long term senior unsecured debt rating equal to or better than “A-” from Standard & Poor’s Ratings Services or its successor (“S&P”) or “A3” from Moody’s Investors Service or its successor (“Moody’s”).

          (k) Confidentiality. Notwithstanding any provision in this Master Confirmation, any Transaction Confirmation or the Agreement, in connection with Section 1.6011-4 of the Treasury Regulations, the parties hereby agree that each party (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

          (l) Evidence of Authority. On the date hereof, each party shall provide to the other party evidence satisfactory to such other party of its authority to enter into Transactions hereunder and the incumbency of the designated signatory hereof.

          (m) Citigroup Ratings Event. If Citigroup Inc. does not have a long term senior unsecured debt rating of at least “BBB-” from S&P and of at least “Baa3” from Moody’s (a “Citigroup Ratings Event”), Citigroup shall pledge to Counterparty while the Citigroup Ratings Event is continuing a number of Shares equal to the Number of Shares hereunder from time to time, to be held by a third party collateral agent acceptable to the parties, and the parties agree to negotiate in good faith to enter into agreements to effectuate such pledge and collateral agent arrangement promptly following such Citigroup Ratings Event.

          (n) Consent to Recording. Each party (i) consents to the recording of the telephone conversations of trading and marketing personnel of the parties and their Affiliates in connection with this Master Confirmation and (ii) agrees to obtain any necessary consent of, and give notice of such recording to, such personnel of it and its Affiliates.

          (o) Severability; Illegality. If compliance by either party with any provision of a Transaction would be unenforceable or illegal, (i) the parties shall negotiate in good faith to resolve such unenforceability or illegality in a manner that preserves the economic benefits of the transactions contemplated hereby and (ii) the other provisions of the Transaction shall not be invalidated, but shall remain in full force and effect.

          (p) Waiver of Trial by Jury. EACH OF COUNTERPARTY AND CITIGROUP HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY TRANSACTION HEREUNDER OR THE ACTIONS OF CITIGROUP OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

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     8. Addresses for Notice:

If to Citigroup:	Citigroup Financial Products Inc.
	390 Greenwich Street
	New York, NY 10013
	Attention:	Equity Derivatives
	Facsimile:	(212) 723-8328
	Telephone:	(212) 723-7357
with a copy to:	Citigroup Financial Products Inc.
	388 Greenwich Street, 17th Floor
	New York, NY 10013
	Attention:	GCIB Legal Group—Derivatives
	Facsimile:	(212) 816-7772
	Telephone:	(212) 816-2211
If to Counterparty:	Lexington Realty Trust
	One Penn Plaza, Suite 4015
	New York, NY 10119-4015
	Attention:	Chief Financial Officer
	Facsimile:	(212) 594-6600
	Telephone:	(212) 692-7200
with a copy (which shall
not constitute notice) to:	Paul, Hastings, Janofsky & Walker LLP
	75 E. 55th Street
	New York, NY 10022
	Attention:	Mark Schonberger
	Facsimile:	(212) 230-7747
	Telephone:	(212) 318-6859

     9. Accounts for Payment:

To Citigroup:	To be advised.
To Counterparty:	To be advised.

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Yours sincerely, CITIGROUP FINANCIAL PRODUCTS INC.
By:	/s/ Leonard Ellis
	Name:	Leonard Ellis
	Title:	Managing Director

Confirmed as of the date first above written:

LEXINGTON REALTY TRUST

By:	/s/ T. Wilson Eglin
	Name:	T. Wilson Eglin
	Title:	Chief Executive Officer

Signature Page to the
Master Confirmation

EXHIBIT A
FORM OF ISSUER FORWARD TRANSACTION CONFIRMATION

TRANSACTION CONFIRMATION

Date:	_______________
To:	Lexington Realty Trust (“Counterparty”)
Telefax No.:	212-594-6600
Attention:	Chief Financial Officer
From:	Citigroup Financial Products Inc. (“Citigroup”)
Telefax No.:	212-615-8985

Transaction Reference Number: ____________________

               The purpose of this communication (this “Transaction Confirmation”) is to set forth the terms and conditions of the above-referenced Transaction entered into on the Trade Date specified below between you and us. This Transaction Confirmation supplements, forms a part of, and is subject to the Master Terms and Conditions for Issuer Forward Transactions dated as of October 28, 2008 and as amended from time to time (the “Master Confirmation”) between you and us.

               1. The definitions and provisions contained in the Definitions (as such term is defined in the Master Confirmation) and in the Master Confirmation are incorporated into this Transaction Confirmation. In the event of any inconsistency between those definitions and provisions and this Transaction Confirmation, this Transaction Confirmation will govern.

               2. The particular Transaction to which this Transaction Confirmation relates shall have the following terms:

Trade Date:	[______, 200_]
Effective Date:	[______, 200_]
Number of Shares:	[___]
Initial Price:	USD[___]
Maturity Date:	[______, 200_]
Initial Prepayment Date:	[______, 200_]
Spread:	[___]% per annum

A-1

               3. Counterparty hereby agrees (a) to check this Transaction Confirmation promptly upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Transaction Confirmation relates, by manually signing this Transaction Confirmation and providing any other information requested herein or in the Master Confirmation and immediately returning an executed copy to Confirmation Unit via 212-615-8985. Hard copies should be returned to Citigroup Financial Products Inc. c/o Citibank, N.A., 333 West 34^th Street, 2^nd Floor, New York, New York 10001, Attention: Confirmation Unit.

Yours sincerely, CITIGROUP FINANCIAL PRODUCTS INC.
By:
	Name:
	Title:

Confirmed as of the date first above written:

LEXINGTON REALTY TRUST

By:
	Name:
	Title:

A-2

EX-10.2

Exhibit 10.2

AMENDED AND RESTATED OWNERSHIP LIMIT WAIVER AGREEMENT (VORNADO)

     THIS AMENDED AND RESTATED OWNERSHIP LIMIT WAIVER AGREEMENT (this “Agreement”), dated as of October 27, 2008, is between Lexington Realty Trust, a Maryland real estate investment trust (the “Company”), and Vornado Realty L.P. (“VRT”), a Delaware limited partnership (together with any entity at least 99% of the voting securities of which are owned by VRT, “Vornado”) and amends and restates, as set forth below, that certain Ownership Limit Waiver Agreement (Vornado), dated as of December 31, 2006, between the Company and VRT (the “Original Agreement”). Capitalized terms used, but not otherwise defined, in this Agreement shall have the meanings given to them in the hereinafter-mentioned Declaration.

RECITALS

     A. Article IX of the Company’s Declaration of Trust (the “Declaration”) contains (1) a restriction prohibiting any Person from Beneficially Owning or Constructively Owning outstanding shares of beneficial interest in the Company which are classified as Common Stock or Preferred Stock (the “Equity Stock”) in excess of 9.8% of the value of the outstanding Equity Stock of the Company (the “Ownership Limit”) and (2) a restriction setting forth that any sale, transfer, gift, hypothecation, pledge, assignment, devise or other disposition of Equity Stock of the Company that, if effective, would result in any Person Beneficially Owning or Constructively Owning Equity Stock in excess of the Ownership Limit shall be void ab initio as to the Transfer of that number of shares of Equity Stock which would be otherwise Beneficially or Constructively Owned by such Person in excess of the Ownership Limit; and the intended transferee shall acquire no rights in such excess shares of Equity Stock.

     B. The Company and Vornado entered into the Original Agreement in connection with the merger of Newkirk Realty Trust, Inc. with and into the Company on December 31, 2006.

     C. Vornado has requested an increase in the number of shares of Equity Stock that are covered by the Original Agreement in connection with a purchase of an additional 8.0 million shares of Equity Stock of the Company which purchase is estimated to close on or about October 31, 2008 (the date of the actual closing, the “Settlement Date”).

     D. Pursuant to subparagraph (a)(9) of Article IX of the Declaration, the Company’s Board of Trustees has adopted resolutions approving Vornado’s exemption from the Ownership Limit on the terms and conditions hereinafter set forth.

AGREEMENT

1. WAIVER OF OWNERSHIP LIMIT

     1.1 The Company exempts Vornado, effective as of the date hereof and subject to the terms herein, from the Ownership Limit solely (A) (i) to the extent of Vornado’s Beneficial Ownership or Constructive Ownership of the lesser of (1) 8,000,000 shares of Equity Stock of

the Company to be acquired on the Settlement Date plus the number of shares of Equity Stock of the Company into which 8,149,594 limited partnership units in The Lexington Master Limited Partnership (“MLP Units”) are redeemable pursuant to the Second Amended and Restated Limited Partnership Agreement of the Partnership; and (2) any lesser number of shares of Equity Stock of the Company owned by Vornado from time to time after the Settlement Date, plus (ii) the number of shares of Equity Stock of the Company applicable to Vornado’s Beneficial Ownership or Constructive Ownership of any Equity Stock of the Company that is owned by Winthrop Realty Trust or WRT Realty L.P. (together (“Winthrop”), but in no event more than the lesser of (1) 3,500,000 shares of Equity Stock of the Company and (2) any lesser number of shares of Equity Stock of the Company owned by Winthrop from time to time following the Settlement Date, and (B) upon and subject to Vornado’s compliance with Section 2.2 below and its continued compliance with the covenants referred to therein. This exemption shall not apply to any other shares of Equity Stock of the Company Beneficially Owned or Constructively Owned by Vornado.

     1.2 For avoidance of doubt, (x) following any sale, assignment, transfer or other disposition by Vornado of shares of Equity Stock of the Company, the exemption granted by the Company hereunder shall exempt Vornado from the Ownership Limit only with respect to the maximum aggregate number of shares of Equity Stock of the Company, as the case may be, owned by Vornado immediately after such sale, assignment, transfer or disposition and after each such sale, assignment, transfer or disposition by Vornado anytime thereafter and (y) under no circumstances shall this exemption apply to any Equity Stock of the Company acquired by Vornado or Winthrop at any time after the Settlement Date, with the exception of shares of Equity Stock of the Company acquired by Vornado upon redemption of the 8,149,594 MLP Units or that are acquired by Vornado through a distribution by Winthrop of the 3,500,000 (or such lesser number) shares of Equity Stock owned by Winthrop on the Settlement Date.

2. LIMITATIONS AND OTHER MATTERS

     2.1 The exemption set forth in Section 1 above (the “Ownership Limit Waiver”) shall not be effective if and to the extent that, as a result of Vornado’s ownership of Equity Stock of the Company permitted by reason of the Ownership Limit Waiver, (A) the Company would be considered to own (actually or Constructively, applying the provisions of Section 856(d)(5) of the Code) an interest described in Section 856(d)(2)(B) of the Code in a “Vornado Related Tenant” (as defined in Section 2.4 herein), or (B) any “individual” (within the meaning of Section 542(a)(2) of the Code) would be considered to “own” (within the meaning of Section 856(h) of the Code) any of the shares of Equity Stock of the Company covered by the Ownership Limit Waiver, of more than 9.8% (by number of shares or value, whichever is more restrictive) of the total outstanding shares of Equity Stock of the Company (whether or not such ownership causes the Company to be “closely held” under the REIT rules). In addition, if the Ownership Limit Waiver is not effective as a result of the operation of any clause(s) of the preceding sentence, the Equity Stock of the Company that otherwise would be Excess Stock shall be deemed to have been transferred to the Company in accordance with subparagraph (b)(1) of Article IX of the Declaration.

     2.2 For the Ownership Limit Waiver to be effective, Vornado Realty L.P. must execute a counterpart signature page to this Agreement and complete and make the

-2-

representations and covenants set forth in the Certificate of Representations and Covenants, the form of which is attached hereto as Exhibit A (the “Certificate”), and must deliver such Certificate to the Company. Except as otherwise determined by the Board of Trustees of the Company, the Ownership Limit Waiver shall cease to be effective upon any breach of the representations or covenants set forth herein or in the Certificate. In addition, if the Ownership Limit Waiver ceases to be effective as a result of the operation of the preceding sentence, the shares of Equity Stock of the Company that would otherwise be Excess Stock shall be deemed to have been transferred to the Company in accordance with subparagraph (b)(1) of Article IX of the Declaration.

     2.3 Vornado Realty L.P. shall deliver to the Company, at such times as may reasonably be requested by the Company (it being acknowledged that the Company may reasonably make such request on at least a calendar quarterly basis), a certificate signed by an authorized officer of Vornado Realty L.P. to the effect that Vornado Realty L.P. has complied and expects to continue to comply with its representations and covenants set forth in this Agreement and the Certificate. If so requested by the Company, Vornado will cooperate with the Company in investigating any direct or indirect relationship that Vornado and any Person whose ownership of shares of Equity Stock of the Company would be attributed to Vornado under Section 318(a) of the Code (as modified by Section 856(d)(5) of the Code), may have with the Company’s tenants or “independent contractors” (within the meaning of Section 856(d)(3) of the Code), including but not limited to Vornado’s relationship with Winthrop, for purposes of determining compliance with the provisions of this Ownership Limit Waiver and in updating the Certificate accordingly. However, the Company’s remedies under this Agreement with respect to Vornado Realty L.P.’s representations and covenants set forth in this Agreement and the Certificate shall become effective only if and for the taxable years of the Company during which Vornado requires the exemptions afforded to Vornado under this Agreement (the “Waiver Period”).

     2.4 For purposes of this Agreement, “Vornado Related Tenant” means any entity (x) in which Vornado owns during the Waiver Period (actually or Constructively, applying the provisions of Section 856(d)(5) of the Code), in the case of a corporation, shares equal to or greater than the “Threshold Percentage” (as defined in Section 2.5 herein) of either the total combined voting power of all classes of stock of such entity entitled to vote or the total value of shares of all classes of stock of such entity or, in the case of an entity that is not a corporation, an interest equal to or greater than the Threshold Percentage in the assets or net profits of such entity (such actual or Constructive ownership equal to or greater than the Threshold Percentage being hereinafter called a “Related Interest”), (y) from which the Company is or will be deriving rental income (other than a taxable REIT subsidiary, if the requirements of Section 856(d)(8) of the Code are satisfied) and (z) included in the tenant list (the “Tenant List”) attached hereto as Exhibit B (or added to such Tenant List pursuant to the next sentence), unless the Board of Trustees of the Company has determined that the Company derives (and is expected to continue to derive) an amount of gross rental income that is sufficiently small so as not to adversely affect the Company’s ability to qualify as a REIT. The Company may add an entity to the Tenant List from time to time by written notice (which may be made by email with a written confirmation copy to follow within one business day by hand, facsimile or overnight delivery) to Vornado and Vornado shall promptly review any such revisions to the Tenant List (reflecting substitute or additional tenants) at the request of the

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Company and recertify its acknowledgment and agreement under this Agreement to such Tenant List within three (3) business days of the date of such written notice, which response may initially be made by email, but shall be followed within two (2) business days thereafter with a hard copy of recertification of the Certificate in Exhibit A with the updated Tenant List attached (the “Response Period”), provided, however, that if such notice is delivered at a time when Vornado owns a Related Interest in such entity that would result in the Company’s owning (actually or Constructively) an interest in such entity described in Section 856(d)(2)(B) of the Code, then, subject to the following proviso, such entity shall not be added to the Tenant List so long as Vornado so notifies the Company within the Response Period, which response shall include Vornado’s percentage owned in such entity; provided, further, that if such notice is given at a time when either Vornado’s interest in such entity has a fair market value of less than $1,000,000 or Vornado is engaged in active discussions regarding a potential acquisition of a Related Interest in such entity that would result in the Company’s owning (actually or Constructively) an interest in such entity described in Section 856(d)(2)(B) of the Code, then Vornado shall so notify the Company within the Response Period, and the parties shall jointly determine in good faith, based on the parties’ relative economic interests and REIT qualification interests with respect to such entity, whether such entity shall be added to the Tenant List. Vornado shall advise the Company of the percentage ownership that its Related Interest represents in each Vornado Related Tenant not later than five days following the date of the Company’s request for such information.

     2.5 For purposes of Section 2.4 above, the “Threshold Percentage” shall mean the percentage which, taking into account the shares or other ownership interests in the applicable tenant held by each other holder of shares of Equity Stock of the Company (as of the date of determination) who or which prior to the date hereof has been granted an exemption from the Ownership Limit (an “Exempt Holder”), would cause the Company to own (actually or Constructively, applying the provisions of Section 856(d)(5) of the Code) stock or other ownership interests in such applicable tenant equal to or greater than 9.8%. If more than one Exempt Holder owns shares or other ownership interests with respect to the applicable tenant that, in the aggregate, amount to 9.8% or greater , then each such Exempt Holder’s Threshold Percentage in such applicable tenant shall mean the percentage determined by dividing 9.8% by the number of such Exempt Holders as of the date of determination. The Company hereby represents and warrants that as of the date hereof, the Company has granted waivers of Article IX of the Declaration to those Exempted Holders (other than Vornado) and in such amounts as set forth on Exhibit C hereto and represents and warrants that such waiver shall terminate upon such Exempted Holders ownership decreasing below 9.8%.

3. MISCELLANEOUS

     3.1 All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Maryland, without giving effect to any choice of law or conflict of law provision (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.

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

     3.3 All references to any Code provision shall be deemed to include any successor provisions of the Code and any regulatory, judicial or administrative amendment or interpretation of such statutory provisions.

     3.4 To the extent shares of Equity Stock subject to the Ownership Limitation Waiver provided for in this Agreement are treated as Excess Shares pursuant to Article IX of the Declaration, if permitted under applicable law and regulation, the treatment of shares of Equity Stock as Excess Shares shall be done in a way that first treats shares of Equity Stock other than shares of Equity Stock acquired on the Settlement Date as Excess Shares and then any other shares of Equity Stock, including the shares of Equity Stock acquired on the Settlement Date. For the avoidance of doubt, nothing in this Agreement shall be interpreted, construed or deemed to grant a waiver of the Ownership Limit to anyone other than Vornado.

[Signature Page Follows]

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     Each of the parties has caused this Agreement to be signed by its duly authorized officers as of the date set forth in the introductory paragraph hereof.

THE COMPANY		VORNADO
Lexington Realty Trust		Vornado Realty L.P.
		By:	Vornado Realty Trust General Partner
By:	T. Wilson Eglin	By:	/s/ Alan J. Rice
	Name: T. Wilson Eglin		Name: Alan J. Rice
	Title:   Chief Executive Officer		Title:   SVP

EXHIBIT A TO THE WAIVER AGREEMENT

CERTIFICATE OF REPRESENTATIONS AND COVENANTS
FOR
OWNERSHIP LIMIT WAIVER

     The undersigned desires that the Amended and Restated Ownership Limit Waiver Agreement (the “Waiver Agreement”) dated as of October ___, 2008, between the undersigned and Lexington Realty Trust, a Maryland real estate investment trust (the “Company”), be applicable to the shares of Equity Stock of the Company Beneficially Owned or Constructively Owned or to be received by the undersigned to the extent provided in the Waiver Agreement. Capitalized terms used, but not otherwise defined, in this Certificate shall have the meanings given to them in the Waiver Agreement.

     In connection with the Waiver Agreement, the undersigned makes the following representations effective as of the date of execution hereof:

(a)	For U.S. federal income tax purposes, Vornado is a United States person within the meaning of Section 7701(a)(30) of the Code.
(b)	The Equity Stock of the Company covered by the Waiver Agreement will be acquired by Vornado for its own account.
(c)	Except as disclosed to the Company in writing, Vornado does not own (actually or Constructively, applying the provisions of Section 856(d)(5) of the Code) a Related Interest in any of the entities included in the Tenant List attached hereto as Schedule A, as the same may be supplemented from time to time in accordance with the Waiver Agreement.
(d)	Vornado agrees that, during the Waiver Period, it will not increase its ownership in any of the entities included in the Tenant List attached hereto without the prior consent of the Company, which consent will be granted based on the analysis of the shareholdings of all Exempt Holders.
(e)	Vornado shall not take any affirmative action in the future that could reasonably be expected to cause the Company to be treated as deriving “impermissible tenant service income” (within the meaning of Section 856(d)(7) of the Code), provided that any “independent contractor” for purposes of Section 856 of the Code is identified in Schedule B attached hereto.

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(f) Vornado further represents and warrants to the Company that:

(i)

as of the date of execution and delivery hereof; it Beneficially Owns or Constructively Owns 0 shares of Equity Stock of the Company; and

(ii)

no “individual” (as defined in Section 542(a)(2) of the Code) who “owns” (within the meaning of Section 856(h)(1) of the Code) any of the shares of Equity Stock of the Company covered by the Ownership Limit Waiver, shall own shares of Equity Stock of the Company in an amount greater than 9.8% (by number of shares or value, whichever is more restrictive) of the total outstanding shares of Equity Stock of the Company.

(g) The undersigned covenants to notify the Company promptly after the undersigned obtains knowledge that any of the foregoing representations (including any disclosures provided in connection with its representation in (c) above) is or may no longer continue to be accurate.

Dated:_________________	Vornado Realty L.P.
	By:	Vornado Realty Trust
		General Partner
	By:
		Name:	Alan J. Rice
		Title:	Senior Vice President

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SCHEDULE A TO THE CERTIFICATE

TENANT LIST

(i) Structure, LLC
3M Company
AboveNet Communications, Inc.
ABS Americas
ACS State & Local Solutions, Inc.
Adolphus Associates
Advance PCS, Inc.
Advanstar Communications, Inc.
AGC Automotive Americas Co.
Alice H. Vinton dba Vinton Realty
Allen Vaught
Allied International Credit Corp.
Allstate Insurance Co.
Alstom Power, Inc.
ALTA MIRA
American Electric Power
American Golf Corporation
American Savings Bank, F.S.B.
Amica Mutual Insurance Company
Aminex Corporation
Amy K.S. Fung
Anadarko Petroleum Corporation
Angell ML You
Ansys, Inc.
Antenna Audio, Inc.
Anthony L. Pace and Michael S. Moran
Applebee’s Services, Inc.
Apria Healthcare, Inc.
Arbor E&T, LLC
AS Watson(Health and Beauty Continental Europe)BV
ASM Lithography Inc.
Associated Billing Services, LLC
AT&T Corp.
AT&T Wireless Services, Inc.
Atlas Cold Storage America LLC
Avnet, Inc.
Avoplex Corporation
B Sheppard Consulting
Baker Hughes, Inc.
Bally Total Fitness of the Midwest, Inc.
Baltimore Area Convention and Visitors Association, Inc.
Bank of America
Bank of America NT & SA

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Bank One
Bank One Indiana, N.A.
Bank South N.A.
BASF Corporation
Bay Valley Foods, LLC
BCD Travel USA LLC
Bell South Mobility, Inc.
Best Buy Company, Inc
Bill “Bulldog” Cunningham
BI-LO, LLC
Biovail Pharmaceuticals, Inc.
BJC Health System
Blue Cross Blue Shield of South Carolina, Inc.
BMW Financial Services NA, LLC
BOMA adjustment
BP America Production Company
Brinker Corner Bakery II LLC
Brink’s, Inc.
Broadcast Services, Inc.
Brookshire Grocery
Brown Mackie College-Phoenix, Inc.
B-Squared, Inc.
Bull HN Information Systems, Inc.
CAC Group, Inc.
CAE SimuFlite, Inc.
Cafe 160
Cafeteria Legg
Cafeteria Operators LP
Cakewalk Weddings
California Preferred Credit Union
Capital One Services, Inc.
Capital Pacific Partners
Carlson Restaurants Worldwide, Inc.
Car-Tel Communications, Inc.
CDI Engineering Solutions Inc
CEVA Logistics US, Inc.
Chi Kan Leung
Chicago Bridge and Iron, Inc.
Circuit City Stores, Inc.
Cityspace Real Estate, Inc
Clayton Insurance Agency
Clegg Daniels & Petrey, LLC
Colliers Pinkard
Community First Bank
Compass Bank
Corinthian Colleges, Inc.

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Corning, Inc.
Corona Resources, LTD
Corporate Express Office Products, Inc.
Cox Communications, Inc.
CRS Insurance Group LLC
Cruise & Yost, LLC
CSI, Inc.
Cummins, Inc.
Daimler Chrysler Financial Services Americas, LLC
Damar Services, Inc.
Dana Commercial Vehicle Products, LLC
Dana Light Axle Products, LLC
Dana Structural Products, LLC
Darrell Lim and Company, Inc.
Dean Hamada and Jeffrey Engel dba Core Realty
Department of Navy
Diabetech, LP
Donna Reed, dba Donna’s Tattoo Shop
Doris Abe dba Tropic Beauty Salon
Dr. Marvin Winter DDS
Draftfcb, Inc.
East Dallas/Lakewood People
Economic Research Group
Edward F. Clarke
Edward Jones
Elder & Disability Law Firm PC
Electronic Data Systems, LLC
eLitigation Solutions, Inc.
Elizabeth Dolter
Employers Compensation Insurance Co.
Employers Reinsurance Corporation
Entergy Arkansas, Inc.
Entergy Gulf States
Entergy Services, Inc.
Envision Network Solutions
Eoh Enterprises LLC
Equant Inc.
Essex Group, Inc.
Exel Logistics, Inc.
Experian Information Solutions, Inc.
Falcon’s Nest
FAQ Hawaii, Inc.
Federal Express Corporation
Federal-Mogul Corporation
Ferris, Baker Watts, Inc.
Fidelity National

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Fisher Hawaii, Inc.
Fitness Center
Food Lion, Inc.
Forgreen Associates, Inc.
Frontier Corporation
FTJ FundChoice, LLC
Gabrielle Faletta
Galderma Laboratories L.P.
Gartner, Inc.
General Electric Company
Georgia Power Company
GFS Realty, Inc.
Glenn-Mar Rehabilitation
Global Healthcare Exchange
Great American Insurance Company
Grubb & Ellis
Hagemeyer North America, Inc.
Haggar Clothing Company
Harbor Freight Tools USA, Inc.
Harcourt Brace Jovanovich, Inc.
Harcourt, Inc.
Harriet Gay
Hartford Fire Insurance Company
Harvard Vanguard Medical Association
Hawaii Job Corp.
Hawaii Right To Life, Inc.
Hazel Davis
Hazel M. Yoichisako dba Miki’s Beauty Shop
Heidelberg Web Systems, Inc.
Henderson & Hundley, P.C.
Hnedak Bobo Group, Inc.
Holt & Hirsch
Honeywell International, Inc.
Honolulu Barber School, LTD.
IKON Office Solutions, Inc.
IMC Direct
Inflow, Inc.
Ingram Micro, L.P.
Internal Revenue Service
International Business Machines Corporation
Invensys Systems, Inc.
InVentiv Communications, Inc.
Jack F. Lewis, CPA
Jacky Wong dba Wong’s Photos
Jacobson Warehouse Company, Inc.
James E. Davis

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James Hardie Building Products, Inc.
James J. Benes & Associates, Inc.
James Lee & Li-Ping LCP
Jane Shigemoto dba Star Beauty Shop
JC Telecom Solutions
Jennings Pacific
Joan Nishiguchi dba Joan’s Beauty Salon
John Jensen
John Micelli
John R. Allen
John W Higgins, DBA Higgins Development Partners
John Wiley & Sons, Inc.
Jones Apparel Group, Inc.
Jordan Associates, Inc.
Joseph Campbell Company
JP Morgan Chase Bank National Association
Kelsey-Hayes Company
Kenny & Markowitz
Kevin M. Connors Psy. D, Inc.
Kingswere Furniture
Kmart Corporation
Kohl’s Department Stores, Inc.
Kraft Foods North America, Inc.
KS Management Services, LLP
Lakewood Therapy, Inc
Laughlin, Falbo, Levy & Moresi LLP
Lay-Z-Boy Greensboro, Inc.
League of Women Voters
Leetex Construction
Legg Mason Tower, Inc
Leo Gary Williams and Tina Marie Williams
Let Us Copy, LLC
Libbey Glass, Inc.
Linens-N-Things, Inc.
Lithia Motors
Litton Loan Servicing LP
Loan Servicing, Inc
Lockheed Martin, Corp.
L’Oreal USA S/D, Inc.
Loriann Gordon Landscape
Lucent Technologies, Inc.
Macy’s Department Stores, Inc.
MAHLE Clevite, Inc.
Malone’s Food Stores
Management & Training Corporation
Marsh Supermarkets, Inc.

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MDG Medical Inc.
Meador & Meador
Menke & Associates, Inc
Metris Direct, Inc.
Michael S.Nomura dba Nomura Designs
Middleburg, Riddle & Gianna
Miller Travel Inc.
Mimeo.com, Inc.
Mint Julip
Minyard Food Stores, Inc.
Modern Key Shop, Inc.
Money Management International
Montgomery County Management Company LLC
Morgan, Lewis & Bockius LLC
Motel 6 Operating L.P.
National Louis University
Nevada Power Company
New Cingular Wireless PCS, LLC
New Jersey Natural Gas Company
Newpark Drilling Fluids, Inc.
Nextel Communications of the Mid-Atlantic, Inc.
Nextel of Texas
Nextel West Corp.
Nissan Motor Acceptance Corporation
Northern Tile Co.
Northrop Grumman Systems Corporation
Northwest Pipeline Corporation
Oce Printing Systems USA, Inc.
ODW Logistics, Inc.
Office Suites Plus Properties, Inc
Ofie P. Valdez
Omnipoint Holdings, Inc.
Oncourt Offcourt, Ltd
Ong’s Family, Inc.
OSI Systems, Inc.
OTS survey Adjustment
Owens Corning Insulating Systems LLC
Owens Corning Roofing and Asphalt LLC
Owens Corning, Inc.
Pacific and Asian Heritage
Packet 360, Inc.
Parkway Chevrolet, Inc.
Parkway Corporation
Pathmark Stores, Inc.
Patterson Thoma Company, Inc
Payless Shoe Source, Inc.

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PCC Natural Markets
PerkinElmer Instruments, LLC
Plastic Omnium Exteriors, LLC
Playboy Enterprises, Inc.
Praxair Healthcare Services, Inc
Primms, Inc.
Principal Life Insurance Company
Profiles Financial Group, Inc.
Prudential California Realty
Quickie Manufacturing Corporation
Raytheon Company
RE/MAX Results Realty
Riverland Credit Union
Rock Falls Country Market LLC
Rotron, Inc.
Royal Appliance Manufacturing Company
Rubber Duck Creative, LLC
Ruth W. Stidger
Safeway Stores, Inc.
Salon of Rochet Science. Inc.
Sam’s Real Estate Business Trust
Sanofi-aventis US, Inc.
Sansome Street Advisors
Save-A-Lot Ltd
Scott Carolson Real Estate
Scottrade, Inc
Sears Holding Corporation
Sears, Roebuck & Company
Sharon Teruya Cargo dba H&S Beauty Shoppe
Siemens Dematic Postal Automation, L.P.
Siemens Product Lifecycle Management Software, Inc.
Silver Spring Gardens, Inc.
SKF USA, Inc.
Skinwithin Services, LTD
SMS Research & Marketing SVCS, Inc.
Sony Electronics, Inc.
Spears & Spears P.C.
SprintCom, Inc.
Spunge
Starbucks Coffee Co.
State Farm
Steelcase, Inc.
Stellmacher & Sadoyama, LTD.
Sterling Vision of California
Storage
Summit Healthcare Management Res

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Sun National Bank
Sun Trust Bank
Temic Automotive of North America, Inc.
Tenneco Automotive Operating Company, Inc.
Tetra Tech
Texas Neurology
TFC Services, Inc.
The Center Club, Inc.
The Hillman Group, Inc.
The Kroger Company
The McGraw-Hill Companies, Inc.
The Realty Company, Ltd.
The Shaw Group, Inc.
The Sygma Network, Inc.
The Visiting Nurse Association of Texas
The Wackenhut Corporation
Thomas & Libowitz, P.A.
Thompson, Rollins, Schwartz, and Borowski LLC
TI Group Automotive Systems, LLC
Time Customer Service, Inc.
Tina Marie Williams, dba Studio VIP
Ting Shin Corp.
Tower Automotive Operations USA I, Inc.
Training Development and Systems, Inc.
Transamerica Life Insurance Company
Transfair North America International Freight Services, Inc., d/b/a Transgroup Worldwide Logistics
Transocean Offshore Deepwater Drilling, Inc.
Travelers Express Company, Inc.
TXU Energy Retail Company, LLC
UINTA County Herald
Unilever Supply Chain, Inc.
Unisource Worldwide. Inc.
United Healthcare Services, Inc.
United Technologies Corporation
US Government
VC3, Inc.
Verizon Wireless
Victor Fujita
Vision Investment Group, LLC
VoiceStream PCS I Corporation
VoiceStream PCS II Corporation
Voicestream Wireless (TMobile)
W.M. Wright Company
Wachovia Bank N.A.
Walgreen Company

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Washington Mutual Home Loans, Inc.
Wells Fargo Bank, N.A.
Wells Fargo Home Mortgage, Inc.
William D. Graue, Inc
Wilmer, Cutler & Pickering
Windell Investments
Winthrop Managment
Worldtravel Partners I, LLC
Worldwide Circuit Technology
Worthington Direct, Inc.
Xerox Corporation
Yogikyupa, Inc. aba Quickshop
Young Tai Company, LLC
Zwicker & Associates, PC

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SCHEDULE B TO THE CERTIFICATE

INDEPENDENT CONTRACTOR LIST

Billingsley Property Services, Inc. (Accor)
Colliers Monroe Friedlander (Honolulu)
Duke Realty Services (BMW)
Commercial Alliance (Mimeo)
Jones Lang LaSalle (AS Watson)
Pitcairn Property Management Svcs (6 Penn)
Schnitzer Northwest (Spacelabs)
Winthrop Management LP

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EXHIBIT B TO THE WAIVER AGREEMENT

TENANT LIST

Toys “R” Us
Alexanders, Inc.
Virgin Records

-19-

EXHIBIT C TO THE WAIVER AGREEMENT

EXEMPT WAIVER HOLDERS

1. Apollo Real Estate Investment Fund III up to 18,687,236 shares of Equity Stock

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EX-10.3

Exhibit 10.3

AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

     This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of November 3, 2008, between Lexington Realty Trust, a Maryland real estate investment trust (the “Company”), and Vornado Realty L.P. and Vornado LXP LLC (together with their respective successors and permitted assigns, including any subsidiaries of Vornado Realty L.P. that hold limited partnership units of The Lexington Master Limited Partnership as of the date hereof, the “Shareholder”).

WHEREAS, Vornado Realty L.P. previously entered into a Registration Rights Agreement as of November 7, 2005 with Newkirk Realty Trust, Inc., which agreement was assigned to, and assumed by, the Company by Assignment and Assumption dated as of December 31, 2006 (the “Original Agreement”).

WHEREAS, Vornado Realty L.P. is the holder of limited partnership units (“Partnership Units”) of The Lexington Master Limited Partnership (the “Operating Partnership”), a Delaware limited partnership of which the Company is the general partner;

WHEREAS, such units may be redeemed for the Company’s Common Shares, at any time (the “Original Shares”);

WHEREAS, the Company previously granted to Vornado Realty L.P. the registration rights described in the Original Agreement relating to the issuance and the resale of the Common Shares issuable upon redemption of the Partnership Units;

WHEREAS, pursuant to the Original Agreement the Company has filed a Shelf Registration Statement that is currently effective in connection with the Original Shares; and

WHEREAS, in connection with the Shareholder’s acquisition of 8,000,000 Common Shares (the “Additional Shares”) previously owned by AP LXP Holdings LLC, an affiliate of Apollo Real Estate Investment Fund III, L.P (“Apollo”), the Company has agreed to extend the registration rights in the Original Agreement to the Additional Shares.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree to amend and restate the Original Agreement as follows to (i) reflect the Company’s obligation to amend the Shelf Registration Statement to include the Additional Shares, and (ii) clarify certain provisions of the Original Agreement.

1. CERTAIN DEFINITIONS.

     In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

     “Affiliate” of any Person means any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “Agreement” means this Amended and Restated Registration Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to this Amended and Restated Registration Rights Agreement as the same may be in effect at the time such reference becomes operative.

     “Business Day” means any day on which commercial banks are open for business in New York, New York and on which the New York Stock Exchange or such other exchange as the Common Shares is listed is open for trading.

     “Common Shares” means the common shares of beneficial interest, par value $0.0001 per share, of the Company.

     “Conversion Shares” means any of the Common Shares issued or issuable upon redemption of the Partnership Units.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Holder” means any holder of record of Registrable Common Shares (as defined below). For purposes of this Agreement, the Company may deem and treat the registered holder of Registrable Common Shares as the Holder and absolute owner thereof, and the Company shall not be affected by any notice to the contrary.

     “Operating Partnership” means The Lexington Master Limited Partnership, a Delaware limited partnership, and any successor thereto.

     “Other Registration Rights Agreement” means that certain Registration Rights Agreement, dated November 7, 2005, by and between the Company and Apollo.

     “Partnership Units” means partnership units of the Operating Partnership.

     “Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof) or any other entity.

     “Prospectus” means the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Common Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus, including any preliminary prospectus or supplement, post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

     “Registrable Common Shares” means (x) the Additional Shares held or to be acquired by the Shareholder on or as of the date of this Agreement and (y) those Conversion Shares issued or issuable to the Shareholder upon redemption of those 8,149,594 Partnership Units currently held by the Shareholder, if the Shareholder were to receive or receives Conversion Shares upon redemption of such Partnership Units, including any securities issued in respect of such securities by reason of or in connection with any exchange for or replacement of such securities or any stock dividend, stock distribution, stock split, purchase in any rights offering or in connection with any combination of shares, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the Common Shares, until, in the case of any such securities, the earliest to occur of (i) the date on which its resale has been registered effectively pursuant to the Securities Act and disposed of in accordance with the Registration Statement relating to it or (ii) the date on which either it is distributed to the public pursuant to Rule 144 or is saleable without restriction pursuant to Rule 144(k) promulgated by the Commission pursuant to the Securities Act as confirmed in a written opinion of counsel to the Company addressed to the Holder. All references in this Agreement to a “Holder” or “Holder of Registrable Common Shares” shall include the Shareholder(s) holding Additional Shares and the holder or holders of the Partnership Units to the extent of the Conversion Shares then underlying such Partnership Units. For purposes of determining the number of Registrable Common Shares held by a Holder and the number of Registrable Common Shares outstanding, for purposes of this Agreement (including the definition of “Holder”) but not for any other purpose, any holder of record of Partnership Units shall be deemed to be a

Holder of the number of Conversion Shares issuable upon conversion of such Partnership Units and all such Conversion Shares shall be deemed to be outstanding Registrable Common Shares.

     “Registration Statement” means any registration statement of the Company which covers any of the Registrable Common Shares pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.

     “Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

     “SEC” means the Securities and Exchange Commission.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Shelf Registration Statement” shall have the meaning set forth in Section 4 hereof.

     “underwritten registration or underwritten offering” means a registration or offering in which securities of the Company are sold to underwriters for reoffering to the public.

2. AUTOMATIC AND DEMAND REGISTRATIONS.

     (a) Issuance Registration. The parties acknowledge that pursuant to the Original Agreement, the Company filed a registration statement on January 18, 2007 (the “Initial Registration Statement”) with the SEC on the appropriate form for a continuous offering to be made pursuant to Rule 415 providing for the delivery to the Holders of Common Shares issued pursuant to such registration statement upon the tendering of Partnership Units for redemption or exchange. The Initial Registration Statement was effective upon filing. If such registration statement ceases to be effective for any reason at any time prior to the delivery of all Common Shares registered thereunder, then the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. The Company shall be responsible for all Registration Expenses in connection with any registration pursuant to this Section 2(a). The Company shall promptly supplement and amend such registration statement and the prospectus included therein if required by the rules, regulations or instructions applicable to the registration statement used for such registration statement or by the Securities Act. Except as otherwise provided in this Agreement, any registration statement filed pursuant to this Section 2(a) shall not eliminate any right to registration provided under other sections of this Agreement.

     (b) Right to Request Registration . At any time on or after the date hereof, a Holder may request pursuant to this Section 2(b) registration under the Securities Act of the resale of all or part of the Shareholder’s Registrable Common Shares (“Demand Registration”); provided, that the Holder shall not be entitled to request any Demand Registrations while the Shelf Registration Statement is effective and available for registration and resale of the Registrable Common Shares.

     (c) Number of Demand Registrations . Subject to the provisions of Section 2(b) and the notice requirements of Section 10, the Shareholder shall be entitled to request an aggregate of two Demand Registrations per year, and shall not be entitled to request that less than 25% of the Registrable Common Shares be included in any Demand Registration.

     (d) Restrictions on Demand Registrations . The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration or a previous Shelf Registration Statement (as hereinafter defined) wherein the Shareholder was permitted to register, and sold, at least 25% of the Registrable Common Shares requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreement in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months

following such Demand Registration, whether or not a Business Day; provided, however , that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in the Other Registration Rights Agreement) pursuant to the Other Registration Rights Agreement within any eighteen (18) month period during which the Company is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Shares equal to the product obtained by dividing (i) the number of Registrable Common Shares held by the Shareholder by (ii) the total number of Registrable Common Shares covered under this Agreement and the Other Registration Rights Agreement. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the shareholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once.

     (f) Selection of Underwriters . If any of the Registrable Common Shares covered by a Demand Registration or a Shelf Registration Statement pursuant to Section 4 hereof is to be sold in an underwritten offering, the Shareholder, if it is the Holder who instructed the Demand Registration or Shelf Registration Statement, or in the case of a transaction representing a “shelf takedown”, the Holder initiating such transaction, shall have the right to select the managing underwriter(s) to administer the offering subject to the approval of the Company, which will not be unreasonably withheld; provided, however , that the Company shall have the right to select the managing underwriter, subject to the approval of the Holder, which shall not be unreasonably withheld, in the event of any underwritten offering pursuant to a Demand Registration or “shelf takedown” where the Company is bearing the expenses of such Demand Registration or “shelf takedown”.

     (g) Effective Period of Demand Registrations . After any Demand Registration filed pursuant to this Agreement has become effective, the Company shall use its best efforts to keep such Demand Registration effective until such time as the Registrable Common Shares registered thereon have been disposed of pursuant thereto. If the Company shall withdraw any Demand Registration pursuant to subsection (e) of this Section 2 before any of the Shareholders Registrable Common Shares covered by the withdrawn Demand Registration are unsold (a “Withdrawn Demand Registration”), the Shareholder shall be entitled to a replacement Demand Registration that (subject to the provisions of this Article 2) the Company shall use its best efforts to keep effective until such time as the Registrable Common Shares registered thereon has been disposed of pursuant thereto. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement.

     (h) Other Company Securities . In no event shall the Company agree to register Common Shares or any other securities for issuance by the Company or for resale by any Persons other than the Shareholder in any registration statement filed pursuant to Section 2(b), without the express written consent of the Shareholder, which consent shall be entirely discretionary. Shareholder acknowledges that pursuant to the Original Agreement, it has previously agreed to the filing of the Shelf Registration Statement with

multiple selling shareholders and agrees that the Additional Shares may be included for resale in an amendment to the Shelf Registration Statement.

     (i) Conversion to Form S-3 . In the event that at any time a Demand Registration Statement is in effect and the Company is eligible to register on Form S-3 or any successor thereto then available, the Company shall as promptly as reasonably practicable convert such registration statement to Form S-3 or such successor form.

3. PIGGYBACK REGISTRATIONS.

     (a) Right to Piggyback. At any time after the Redemption Date, whenever the Company proposes to register any of its common equity securities under the Securities Act (other than the Initial Registration Statement, or a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto), whether for its own account or for the account of one or more stockholders of the Company, and the registration form to be used may be used for any registration of Registrable Common Shares (a “Piggyback Registration”), the Company shall give prompt written notice (in any event within 10 business days after its receipt of notice of any exercise of other demand registration rights) to the Holder of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall include in such registration all Registrable Common Shares of the Shareholder with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

     (b) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering and/or that the number of shares of Registrable Common Shares proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the underwriting shall be allocated among the Company and all Holders pro rata on the basis of the Common Shares and Registrable Common Shares offered for such registration by the Company and each Holder, respectively, electing to participate in such registration.

     (c) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securities other than Registrable Common Shares (“Non-Holder Securities”), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering and/or that the number of shares of Registrable Common Shares proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the underwriting shall be allocated among the holders of Non-Holder Securities and all Holders pro rata on the basis of the Non-Holder Securities and Registrable Common Shares offered for such registration by the holder of Non-Holder Securities and each Holder, respectively, electing to participate in such registration.

     (d) Selection of Underwriters. If any Piggyback Registration is an underwritten primary offering, the Company shall have the right to select the managing underwriter or underwriters to administer any such offering.

     (e) Other Registrations. If the Company has previously filed a Registration Statement with respect to shares of Registrable Common Shares pursuant to Sections 2 (other than Section 2(a)) or 4 hereof or pursuant to this Section 3, and if such previous registration has not been withdrawn or abandoned, the Company shall not be obligated to cause to become effective any other registration of such same shares of Registrable Common Shares or any of its securities under the Securities Act, whether on its own behalf or at the request of any holder or holders of such securities.

4. SHELF REGISTRATIONS.

     (a) The parties acknowledge that pursuant to the Original Agreement, the Company filed a registration statement on January 18, 2007, with the SEC on the appropriate form for the resale pursuant to Rule 415 from time to time by the Shareholder of the Original Shares held by the Shareholder (the “Initial Shelf Registration Statement”). The Company will use commercially reasonable efforts to file (at the earliest possible date, but no later than thirty (30) Business Days after the date first set forth above) a new registration statement with the SEC on the appropriate form for the resale pursuant to Rule 415 from time to time by the Shareholder of the Additional Shares held by the Shareholder (the “Additional Shelf Registration Statement,” and together with the Initial Shelf Registration Statement, the “Shelf Registration Statement”). The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement effective until the earliest to occur of the date on which all of the Registrable Common Shares cease to be Registrable Common Shares.

     (b) If at any time the Company is not eligible to use a Shelf Registration Statement, a Holder may during such time exercise Demand Registration rights, regardless of any registration statement filed by the Company under Section 4(a).

     (c) A filing pursuant to this Section 4 shall not relieve the Company of any obligation to effect registration of Registrable Common Shares pursuant to Section 2 or Section 3, except as provided therein.

5. REGISTRATION PROCEDURES.

     Whenever the Holder requests that any of its Registrable Common Shares be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration and the sale of such Registrable Common Shares in accordance with the intended methods of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:

     (a) prepare and file with the SEC a Registration Statement with respect to such Registrable Common Shares and use its best efforts to cause such Registration Statement to become effective as soon as practicable thereafter; and before filing a Registration Statement or Prospectus or any amendments or supplements thereto, furnish to the Shareholder and the underwriter or underwriters, if any, copies of all such documents proposed to be filed, including documents incorporated by reference in the Prospectus and, if requested by the Shareholder, the exhibits incorporated by reference, and the Shareholder shall have the opportunity to object to any information pertaining to the Shareholder that is contained therein and the Company will make the corrections reasonably requested by the Shareholder with respect to such information prior to filing any Registration Statement or amendment thereto or any Prospectus or any supplement thereto;

     (b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for such period as is necessary to complete the distribution of the securities covered by such Registration Statement and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;

     (c) furnish to each seller of Registrable Common Shares such number of copies of such Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Common Shares owned by such seller;

     (d) use its commercially reasonable efforts to remain eligible to file registration statements on Form S-3 or any successor thereto then available, and if applicable to utilize “well known seasoned issuer status”, and to register or qualify such Registrable Common Shares under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in

such jurisdictions of the Registrable Common Shares owned by such seller (provided, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

     (e) notify each seller of such Registrable Common Shares, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and prepare a supplement or amendment to such Prospectus so that such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

     (f) in the case of an underwritten offering, enter into such customary agreements together with the Operating Partnership (including underwriting agreements in customary form) and take all such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Common Shares (including, without limitation, effecting a stock split or a combination of shares and making members of senior management of the Company available to participate in, and cause them to cooperate with the underwriters in connection with, “road-show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Common Shares)) and cause to be delivered to the underwriters and the sellers, if any, opinions of counsel to the Company and the Operating Partnership in customary form, as well as closing certificates and other customary documents covering such matters as are customarily covered by opinions for and certificates in an underwritten public offering as the underwriters may request and addressed to the underwriters and the sellers; provided, however, that notwithstanding anything else contained in this Agreement, the Company shall not be obligated to effect an aggregate of more than three underwritten offerings or participate in more than two “road shows” (which, for the purposes of this sentence shall not include presentations that involve only telephonic or internet-based marketing and do not require any travel by the Company’s management) in any twenty-four (24) month period, and not more than one underwritten offering every six (6) months under this Agreement or under the Other Registration Rights Agreement; and provided further, however, that if an underwritten public offering (including a public sale to a registered broker-dealer) is effected at the request of Apollo, the Shareholder shall have the right to participate in such offering and Apollo shall have the right to participate in any underwritten public offering effected at the request of the Shareholder under this Agreement; and if the managing underwriters or broker-dealers of any such underwritten offering advise Apollo in writing that in their opinion the number of Registrable Common Shares proposed to be included in any such offering exceeds the number of securities that can be sold in such offering and/or that the number of Registrable Common Shares proposed to be included in any such offering would materially adversely affect the price per share of the Company’s equity securities to be sold in such offering, Apollo and the Shareholder shall include in such offering only the number of Registrable Common Shares that, in the opinion of such managing underwriters (or registered broker-dealer), can be sold. If the number of shares that can be sold exceeds the number of Registrable Common Shares proposed to be sold, such excess shall be allocated pro rata among the holders of Common Shares desiring to participate in such offering based on the amount of such Common Shares initially requested to be registered by such holders or as such holders may otherwise agree.

     Only Apollo and the Shareholder and their affiliates holding Registrable Common Shares shall be entitled to participate in any public underwritten offerings pursuant to this Agreement with respect to Registrable Common Shares (which for purposes of this paragraph (f) includes Registrable Common Shares as defined in the Other Registration Rights Agreement).

     If either of the Shareholder or Apollo determines not to participate in an underwritten offering with respect to which it is entitled hereunder to participate in hereunder or under the Other Registration Rights Agreement, then the non-participating party shall agree to such lockup period with respect to its Common Shares as the managing underwriters or broker dealer deems reasonably necessary for purposes of effecting the public offering.

     (g) make available, for inspection by any seller of Registrable Common Shares, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement;

     (h) to use its best efforts to cause all such Registrable Common Shares to be listed on each securities exchange on which securities of the same class issued by the Company are then listed or, if no such similar securities are then listed, on Nasdaq or a national securities exchange selected by the Company;

     (i) provide a transfer agent and registrar for all such Registrable Common Shares not later than the effective date of such Registration Statement;

     (j) if requested, cause to be delivered, immediately prior to the effectiveness of the Registration Statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Common Shares sold pursuant thereto), letters from the Company’s independent certified public accountants addressed to the Shareholder (unless the Shareholder does not provide to such accountants the appropriate representation letter required by rules governing the accounting profession) and each underwriter, if any, stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with primary or secondary underwritten public offerings, as the case may be;

     (k) make generally available to its shareholders a consolidated earnings statement (which need not be audited) for the 12 months beginning after the effective date of a Registration Statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earning statement under Section 11(a) of the Securities Act;

     (l) promptly notify the Shareholder and the underwriter or underwriters, if any:

          (i) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective;

          (ii) of any SEC comments applicable to the Registration Statement or Prospectus or written request from the SEC for any amendments or supplements to the Registration Statement or Prospectus;

          (iii) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement;

          (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Common Shares for sale under the applicable securities or blue sky laws of any jurisdiction;

          (v) of the existence of, any fact or the happening of any event that makes any statement of material fact made in any registration statement filed pursuant to this Agreement or related prospectus untrue in any material respect, or that requires the making of any changes in such registration statement so that, in the case of the registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and that, in the case of the prospectus, such prospectus will not contain

any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

          (vi) of the determination by the Company that a post-effective amendment to a registration statement filed pursuant to this Agreement will be filed with the SEC.

     The Company shall file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and take such further action as the Shareholder may reasonably request, all to the extent required to enable the Shareholder to be eligible to sell Registrable Common Shares pursuant to Rule 144 (or any similar rule then in effect).

     In connection with any registration pursuant to which any of a Holder’s Registrable Common Shares is to be sold, the Company may require that the Holder furnish to the Company any other information regarding the Holder and the distribution of such securities as the Company may from time to time reasonably request in writing.

     The Holders agree by having their stock treated as Registrable Common Shares hereunder that, upon notice of the happening of any event described in l(v) above (a “Suspension Notice”), the Holders will forthwith discontinue disposition of Registrable Common Shares until the Shareholder is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 5(e) hereof, and, if so directed by the Company, the Holders will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in the Holder’s possession, of the Prospectus covering such Registrable Common Shares current at the time of receipt of such notice; provided, however, that such postponement of sales of Registrable Common Shares shall not exceed ninety (90) days in the aggregate in any one year; provided, further, however, that not later than the last day of such ninety (90) day period or such shorter period as may apply, the Company shall have provided to the Holders a supplemented or amended Prospectus as contemplated by Section 5(e) hereof. If the Company shall give any notice to suspend the disposition of Registrable Common Shares pursuant to a Prospectus, the Company shall extend the period of time during which the Company is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date the Shareholder either is advised by the Company that the use of the Prospectus may be resumed or receives the copies of the supplemented or amended Prospectus contemplated by Section 5(e). In any event, the Company shall not be entitled to deliver more than one (1) Suspension Notice in any one year.

6. REGISTRATION EXPENSES.

     (a) All expenses incident to the Company’s performance of or compliance with this Agreement, including, without limitation, all registration and filing fees, underwriting discounts and commissions, NASD fees, fees and expenses of compliance with securities or blue sky laws, listing application fees, printing expenses, transfer agent’s and registrar’s fees, cost of distributing Prospectuses in preliminary and final form as well as any supplements thereto, and fees and disbursements of counsel for the Company and all independent certified public accountants and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), shall be borne by the Shareholder; provided, however , that the Company shall bear the expenses, exclusive of underwriting discounts and commissions, incident to the Initial Registration Statement, the Shelf Registration Statement filed pursuant to Section 4(a), including up to three “shelf takedowns” or offerings pursuant to Rule 430A under the Securities Act, if applicable, and up to three Demand Registrations pursuant to Section 2(b), but in no event shall the Company be obligated to bear the expense of more than three offerings (exclusive of the expenses incident to the Initial Registration Statement and the Shelf Registration Statement filed pursuant to Section 4(a)) pursuant to this Section 6(a) (or four offerings if the Shareholder is unable, through its commercially reasonable efforts, to dispose of all its Registrable Common Shares after such three offerings). The Company shall pay its internal expenses (including, without limitation, all salaries and

expenses of its officers and employees performing legal or accounting duties), and the expense of any annual audit or quarterly review, and the expense of any liability insurance.

7. INDEMNIFICATION.

     (a) The Company and the Operating Partnership shall indemnify, to the fullest extent permitted by law, each Holder, its officers, directors, trustees, partners, and Affiliates and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, expenses and liabilities, joint or several, actions or proceedings, to which each such indemnified party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings in respect thereof) arise out of or based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or any violation or alleged violation by the Company of the Securities Act, the Exchange Act or applicable “blue sky” laws and the Company and the Operating Partnership will reimburse each such Holder and each such director, trustee, officer, partner, agent, employee or affiliate, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, expense, liability action or proceeding, except insofar as the same are made in reliance and in conformity with information relating to the Shareholder furnished in writing to the Company by the Shareholder expressly for use therein or caused by the Shareholder’s failure to deliver to the Shareholder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished the Shareholder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Shareholder.

     (b) In connection with any Registration Statement in which the Shareholder is participating, the Shareholder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, shall indemnify, to the fullest extent permitted by law, the Company, its officers, directors, Affiliates, and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, expenses and liabilities joint or several, actions or proceedings, to which each such indemnified party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings in respect thereof) arise out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Holder will reimburse each of the Company and each such director, trustee, officer, partner, agent, employee or affiliate, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, expense, liability action or proceeding, but only to the extent that the same are made in reliance and in conformity with information relating to the Shareholder furnished in writing to the Company by the Shareholder expressly for use therein or caused by the Shareholder’s failure to deliver to the Shareholder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished the Shareholder with a sufficient number of copies of the same.

     (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not

entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party there may be one or more legal or equitable defenses available to such indemnified party which are in addition to or may conflict with those available to another indemnified party with respect to such claim. Failure to give prompt written notice shall not release the indemnifying party from its obligations hereunder.

     (d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities.

     (e) If the indemnification provided for in or pursuant to this Section 7 is due in accordance with the terms hereof, but is held by a court to be unavailable or unenforceable in respect of any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified Person as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which result in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the indemnifying party on the one hand and of the indemnified Person on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, and by such party’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In no event shall the liability of any selling Holder be greater in amount than the amount of net proceeds received by such Holder upon such sale or the amount for which such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for under Section 7(a) or 7(b) hereof had been available under the circumstances.

     (f) In the event that advances are not made pursuant to this Section 8 or payment has not otherwise been timely made, each indemnified party shall be entitled to seek a final adjudication in an appropriate court of competent jurisdiction of the entitlement of the indemnified party to indemnification or advances hereunder.

     The Company, the Operating Partnership and the Holders agree that they shall be precluded from asserting that the procedures and presumptions of this Section 7 are not valid, binding and enforceable. The Company, the Operating Partnership and the Holders further agree to stipulate in any such court that the Company, the Operating Partnership and the Holders are bound by all the provisions of this Section 7 and are precluded from making any assertion to the contrary.

     To the extent deemed appropriate by the court, interest shall be paid by the indemnifying party to the indemnified party at a reasonable interest rate for amounts which the indemnifying party has not timely paid as the result of its indemnification and contribution obligations hereunder.

     In the event that any indemnified party is a party to or intervenes in any proceeding to which the validity or enforceability of this Section 7 is at issue or seeks an adjudication to enforce the rights of any indemnified party under, or to recover damages for breach of, this Section 7, the indemnified party, if the indemnified party prevails in whole in such action, shall be entitled to recover from the indemnifying party and shall be indemnified by the indemnifying party against, any expenses incurred by the indemnified party. If it is determined that the indemnified party is entitled to indemnification for part (but not all) of the indemnification so requested, expenses incurred in seeking enforcement of such partial indemnification shall be reasonably prorated among the claims, issues or matters for which the indemnified party is entitled to indemnification and for such claims, issues or matters for which the indemnified party is not so entitled.

     The indemnity agreements contained in this Section 7 shall be in addition to any other rights (to indemnification, contribution or otherwise) which any indemnified party may have pursuant to law or

contract and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any indemnified party and shall survive the transfer of any Registrable Common Shares by any Holder.

8. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.

     No Person may participate in any registration hereunder that is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

9. RULE 144.

     The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as the Shareholder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act (to the extent such information is available), to the extent required to enable the Shareholder to sell Registrable Common Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of the Shareholder, the Company will deliver to the Shareholder a written statement as to whether it has complied with such information and requirements.

10. MISCELLANEOUS.

     (a) Notices . All notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given,

If to the Company:

Lexington Realty Trust
One Penn Plaza, Suite 4015
New York, New York 10119-4015
Fax: 212-594-6600
Attention: T. Wilson Eglin

 Joseph S. Bonventre

with a copy to:

Paul, Hastings, Janofsky & Walker LLP
75 E. 55th Street
New York, NY 10022
Fax: 212-319-4090
Attention: Mark Schonberger

If to the Shareholder:

Vornado Realty L.P. or Vornado LXP LLC
Address: 888 Seventh Avenue
New York, NY 10019
Facsimile No.: (212) 894-7035
ATTN: Cliff Broser

With a copy to
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Attn: William G. Farrar
Facsimile No. (212) 558-1600

or such other address or facsimile number as such party (or transferee) may hereafter specify for the purpose by notice to the other parties. Each such notice, request or other communication shall be effective (a) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section and the appropriate facsimile confirmation is received or (b) if given by any other means, when delivered at the address specified in this Section.

     (b) No Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

     (c) Expenses. Except as otherwise provided for herein or otherwise agreed to in writing by the parties, all costs and expenses incurred in connection with the preparation of this Agreement shall be paid by the Company.

     (d) Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that the Shareholder may assign its rights hereunder to (x) any Affiliate, including but not limited to VNK L.L.C. and Vornado Newkirk L.L.C. and (y) with respect to the Additional Shares, Citigroup Global Markets, Inc. or its successors or assigns (the “Lender”) under the loan agreement, dated as of November [3], 2008, between Citigroup Global Markets, Inc. and Vornado LXP LLC; provided, that if the Lender exercises remedies in connection with such loan agreement, the Lender may assign its rights hereunder to any one or two Affiliates with respect to all, but not less than all, of the Additional Shares.

     (e) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to principles of conflicts of law.

     (f) Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall be deemed effective service of process on such party.

     (g) Waiver of Jury Trial.

          EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     (h) Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

     (i) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the transactions contemplated herein. No provision of this Agreement or any other agreement contemplated hereby is intended to confer on any Person other than the parties hereto any rights or remedies.

     (j) Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

     (k) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

     (l) Amendments. The provisions of this Agreement, including the provisions of this sentence, may not be amended, terminated (other than by their terms), modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the prior written consent of the parties hereto.

     (m) Aggregation of Shares. All Registrable Common Shares held by or acquired by any Affiliated Persons will be aggregated together for the purpose of determining the availability of any rights under this Agreement.

     (n) Equitable Relief. The parties hereto agree that legal remedies may be inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.

     (o) No Inconsistent Agreements. None of the Company or the Operating Partnership has entered and neither of them will enter into any agreement that is inconsistent with the rights granted to the Shareholder in this Agreement or that otherwise conflicts with the provisions hereof. The rights granted to the Shareholder hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or the Operating Partnership’s other issued and outstanding securities under any such agreements. From and after the date of this Agreement, neither the Company nor the Operating Partnership will enter into any agreement with any holder or prospective holder of any securities of the Company or the Operating Partnership which would grant such holder or prospective holder more favorable rights than those granted to the Shareholder hereunder or substantially similar or equivalent rights to those granted to the Shareholder. Notwithstanding the foregoing, the provisions of this Section 10(o) shall not apply to the Other Registration Rights Agreements.

     (p) No Adverse Action Affecting the Registrable Common Shares. Neither the Company nor the Operating Partnership shall take any action with respect to the Registrable Common Shares with an intent to adversely affect or that does adversely affect the ability of any of the Holders to include such Registrable Common Shares in a registration undertaken pursuant to this Agreement or their offer and sale. Notwithstanding the foregoing, the provisions of this Section 10(p) shall not apply to the Other Registration Rights Agreements.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

     IN WITNESS WHEREOF, this Registration Rights Agreement has been duly executed by each of the parties hereto as of the date first written above.

VORNADO REALTY L.P.
By:	VORNADO REALTY TRUST,
	Sole General Partner
By:	/s/ Alan J. Rice
	Name: Alan J. Rice
	Title:   Senior Vice President
VORNADO LXP LLC
By:	VORNADO REALTY L.P.,
	Sole Member
By:	VORNADO REALTY TRUST,
	Sole General Partner
By:	/s/ Alan J. Rice
	Name:	Alan J. Rice
	Title:	Senior Vice President
LEXINGTON REALTY TRUST
By:	/s/ T. Wilson Eglin
	Name:	T. Wilson Eglin
	Title:	Chief Executive Officer

EX-10.4

Exhibit 10.4

Lexington Realty Trust

TRADED: NYSE: LXP

One Penn Plaza, Suite 4015

New York NY 10119-4015

Contact at Lexington Realty Trust
T. Wilson Eglin, Chief Executive Officer
Investor or Media Inquiries
Phone: (212) 692-7200 E-mail: tweglin@lxp.com

FOR IMMEDIATE RELEASE
October 28, 2008

LEXINGTON REALTY TRUST ANNOUNCES
FORWARD PURCHASE BY LEXINGTON OF 3.5 MILLION OF ITS COMMON SHARES
AND ACQUISITION BY VORNADO REALTY TRUST AND WINTHROP REALTY TRUST
OF A TOTAL OF 11.5 MILLION LEXINGTON COMMON SHARES

New York, NY — October 28, 2008 — Lexington Realty Trust (NYSE:LXP) today announced that Lexington agreed to the forward purchase of 3.5 million of its common shares, and an affiliate of Vornado Realty Trust agreed to purchase 8.0 million common shares of Lexington and an affiliate of Winthrop Realty Trust agreed to purchase 3.5 million common shares of Lexington, each for $5.60 per share. The common shares were previously held by AP LXP Holdings LLC, an affiliate of Apollo Real Estate Advisors III, L.P. The settlements of the purchases are expected to occur on or about October 30, 2008.

In connection with the forward purchase, Lexington has prepaid 50% of the forward purchase price and will make floating payments during the term of the forward purchase at LIBOR plus 250 basis points per annum. The forward purchase contract is required to be settled no later than October 2011. Lexington may settle the contract by paying the balance of the purchase price and receiving the underlying shares. Alternatively, under certain conditions Lexington may elect to net-settle the contract either in cash or in shares.

In connection with the purchases, each of Vornado and Winthrop has arranged for interest-only financing at 50% of the purchase price of the common shares purchased, which financing bears interest at floating LIBOR plus 250 basis points per annum, matures in October 2011 and is secured by the common shares purchased by the holder.

About Lexington Realty Trust

Lexington Realty Trust is a real estate investment trust that owns, invests in, and manages office, industrial and retail properties net-leased to major corporations throughout the United States and provides investment advisory and asset management services to investors in the net lease area. Lexington shares are traded on the New York Stock Exchange under the symbol “LXP”. Additional information about Lexington is available on-line at http://www.lxp.com or by contacting Lexington Realty Trust, Investor Relations, One Penn Plaza, Suite 4015, New York, New York 10119-4015.

This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under Lexington’s control which may cause actual results, performance or achievements of Lexington to be materially different from the results, performance, or other expectations implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and

Lexington Realty Trust Page 2 of 2

“Risk Factors” in Lexington’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (“ SEC”) on February 29, 2008 and other periodic reports filed with the SEC, including risks related to: (1) the receipt of trade confirmations and settlement of the trades described above, and (2) the consummation of the financing described above. Lexington can provide no assurances that the trades and financing described above will be consummated on the terms described above or at all. Copies of the periodic reports Lexington files with the SEC are available on Lexington’s website at www.lxp.com. Forward-looking statements, which are based on certain assumptions and describe the Lexington’s future plans, strategies and expectations, are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “estimates,” “projects”, “is optimistic” or similar expressions. Lexington undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the occurrence of unanticipated events. Accordingly, there is no assurance that Lexington’s expectations will be realized.

Source: Lexington Realty Trust