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): April 21, 2009

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))

Item 1.01.       Entry into a Material Definitive Agreement.

Amendments to Agreements of Limited Partnership

On April 24, 2009, Lex GP-1 Trust, one of our wholly-owned subsidiaries and the sole general partner of each of Lepercq Corporate Income Fund L.P., which we refer to as LCIF, Lepercq Corporate Income Fund II L.P., which we refer to as LCIF II, and Net 3 Acquisition L.P., which we refer to as Net 3, entered into amendments to the current Agreements of Limited Partnership of each of LCIF, LCIF II and Net 3, effective as of March 26, 2009, which we refer to as the Amendments.  The Amendments were consented to by a majority of the holders of special limited partner units of each of LCIF, LCIF II and Net 3. The purpose of the Amendments is to accord fair and equal treatment of the impact of our previously announced quarterly common share dividend to limited partners of LCIF, LCIF II and Net 3.  The quarterly common share dividend, which we refer to as the Quarterly Common Dividend, was paid in a combination of (1) our shares of beneficial interest, par value $0.0001 per share, classified as common stock, which we refer to as common shares, and (2) cash on April 24, 2009 to common shareholders of record at the close of business on March 26, 2009, which we refer to as the Record Date.  On April 24, 2009, we issued 5,097,229 common shares in connection with the Quarterly Common Dividend.

Under the Amendments, (1) certain limited partners who are entitled to receive fixed cash distributions will receive such fixed cash distribution as specified in the applicable Agreement of Limited Partnership, (2) all other limited partners who are entitled to receive a distribution in an amount equal to the cash dividend paid by us will receive a distribution of $0.018 per unit of limited partner interest, which we refer to as an OP Unit, with the aggregate distribution to a limited partner rounded to the nearest penny, and (3) the redemption factor (or conversion ratio) for all limited partners will be adjusted from 1.0 to 1.05, effective as of the day immediately following the Record Date, or March 27, 2009.  Future distributions for all limited partners, other than the limited partners who are entitled to receive fixed cash distributions, will be based on the number of OP Units held by such limited partner multiplied by the adjusted redemption factor.

The foregoing description of the Amendments is qualified in its entirety by the Amendments attached as Exhibit 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Amendment to Amended and Restated Ownership Limit Waiver Agreement

On April 21, 2009, we entered into Amendment No. 1 to Amended and Restated Ownership Limit Waiver Agreement (Vornado) with Vornado Realty L.P., which we refer to as Vornado.  Amendment No. 1 amends the Amended and Restated Ownership Limited Waiver Agreement with Vornado to permit the issuance of common shares to Vornado in connection with the Quarterly Common Dividend and similar dividends up to a specified percentage of our outstanding equity stock.

The foregoing description of Amendment No. 1 is qualified in its entirety by Amendment No. 1 attached as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02.       Unregistered Sales of Equity Securities.

See “Adjustment to Exchange, Conversion and Redemption Rates,” which is incorporated by reference into this Item 3.02.

Item 8.01.       Other Events.

Adjustment to Exchange, Conversion and Redemption Rates

As a result of the Quarterly Common Dividend disclosed in Item 1.01 above, effective immediately prior to the opening of business on the day following the Record Date, or March 27, 2009, the exchange rate of our 5.45% Exchangeable Guaranteed Notes due 2027, which we refer to as the Notes, adjusted from an exchange rate of 45.4682 common shares per $1,000 principal amount of Notes, which was equivalent to an exchange price of $21.99 per common share, to 47.7692 common shares per $1,000 principal amount of Notes, which is equivalent to an exchange price of $20.93 per common share.  This may result in up to 401,419 additional common shares being issued upon exchange of the Notes.

As a result of the Quarterly Common Dividend, effective immediately prior to the opening of business on the day following the Record Date, or March 27, 2009, the conversion rate of our Series C Preferred Shares adjusted from a conversion rate of 2.1683 common shares per Series C Preferred Share, which was equivalent to a conversion price of $23.06 per common share, to 2.2726 common shares per Series C Preferred Share, which is equivalent to a conversion price of $22.00 per common share.  This may result in up to 271,039 additional common shares being issued upon conversion of the Series C Preferred Shares.

As described in Item 1.01 above and as a result of the Quarterly Common Dividend, effective on the day immediately following the Record Date, or March 27, 2009, the redemption factor (or conversion ratio) for all limited partners of LCIF, LCIF II and Net 3 was adjusted from 1.0 to 1.05, so that each OP Unit may be redeemed by the holder thereof for 1.05 common shares.  This may result in up to 261,400 additional common shares being issued upon redemption of the OP Units.

Press Release

On April 24, 2009, we issued a press release relating to the Quarterly Common Dividend, including a description of the payment method and the impact on the Notes, the Series C Preferred Shares and the OP Units. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01.       Financial Statements and Exhibits

(d)         Exhibits

10.1 Eighth Amendment to Fifth Amended and Restated Agreement of Limited Partnership of LCIF, effective as of March 26, 2009

10.2 Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of LCIF II, effective as of March 26, 2009

10.3 Sixth Amendment to Amended and Restated Agreement of Limited Partnership of Net 3, effective as of March 26, 2009

10.4 Amendment No. 1 to Amended and Restated Ownership Limit Waiver Agreement (Vornado)

99.1 Press release issued April 24, 2009

SIGNATURES

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

	Lexington Realty Trust
Date: April 27, 2009	By:	/s/ T. Wilson Eglin
		T. Wilson Eglin
		Chief Executive Officer

Exhibit Index

10.1 Eighth Amendment to Fifth Amended and Restated Agreement of Limited Partnership of LCIF, effective as of March 26, 2009

10.2 Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of LCIF II, effective as of March 26, 2009

10.3 Sixth Amendment to Amended and Restated Agreement of Limited Partnership of Net 3, effective as of March 26, 2009

10.4 Amendment No. 1 to Amended and Restated Ownership Limit Waiver Agreement (Vornado)

99.1 Press release issued April 24, 2009

EX-10.1

EIGHTH AMENDMENT TO

FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF

LEPERCQ CORPORATE INCOME FUND L.P.

This EIGHTH AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEPERCQ CORPORATE INCOME FUND L.P. (this “Amendment”) is made as of April 24, 2009 and effective as of March 26, 2009 by and among the entities and individuals signatory hereto.

A.           Lepercq Corporate Income Fund L.P., a Delaware limited partnership (the “Partnership”), is governed by that certain Fifth Amended and Restated Agreement of Limited Partnership, dated as of December 31, 1996, as amended by Amendment No. 1 thereto dated as of December 31, 2000, by First Amendment thereto effective as of June 19, 2003, by Second Amendment thereto effective as of June 30, 2003, by Third Amendment thereto effective as of December 31, 2003, by Fourth Amendment thereto effective as of October 28, 2004, by Fifth Amendment thereto effective as of December 8, 2004, by Sixth Amendment thereto effective as of January 3, 2005, and by the Seventh Amendment thereto effective as of November 2, 2005 (the “Agreement”).  Unless otherwise defined, all capitalized terms used herein shall have such meaning ascribed such terms in the Agreement.

B.           Lex GP-1 Trust, a Delaware statutory trust, is the General Partner of the Partnership.

C.           Pursuant to Section 14.1.B.4 of the Agreement, the General Partner has the power, without the consent of any other Partner, to amend the Agreement as may be required to cure an ambiguity, correct or supplement any provision in the Agreement not inconsistent with law or with other provisions.

NOW, THEREFORE, the undersigned, being desirous of effectuating the foregoing and amending the Agreement accordingly, hereby enter into this Amendment, and amend the Agreement and any supplement to the Agreement entered into prior to the date hereof, as follows:

1.           Amendment to Article 1.

A.              The defined term “Redemption Factor” is hereby deleted in its entirety and replaced with the following:

“Redemption Factor” means 1.0, provided that in the event that LXP (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Redemption Factor shall be adjusted by multiplying the Redemption Factor in effect immediately before such event by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on the record date for such dividend distribution, subdivision or combination.  Any adjustment to the Redemption Factor (x) with respect to clause (i) of the immediately preceding sentence, shall become effective immediately after the effective date of such event retroactive to the day after the record date, if any, for such event, and (y) with respect to clauses (ii) or (iii) of the immediately preceding sentence, shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

B.              The following defined terms shall be added in alphabetical order to Article 1:

“REIT Dividend Limited Partners” means the Special Limited Partners, the Property Limited Partners, the Dubuque Limited Partners, the Pacific Place Limited Partners, the Phoenix Limited Partners, the Savannah Limited Partners, the Anchorage Limited Partners, the Columbia Limited Partners, the LPM Limited Partners, the 12/31/03 Limited Partners, the Montgomery Limited Partners, and the Westport Limited Partners.

“REIT Limited Partner Units” shall mean those Partnership Units issued to REIT Dividend Limited Partners pursuant to Section 4.1 and 4.2.

“REIT Dividend Limited Partner Unit Distribution Amounts” means such amounts of distributions for each REIT Dividend Limited Partner Unit that is equal to (x) the amount of cash distributions made in respect of one REIT Share outstanding on any given date multiplied by (y) the Redemption Factor on the applicable record date, such amount of REIT Dividend Limited Partner Unit Distribution Amounts being adjusted from time to time in accordance with the Redemption Factor.

2.           Amendment to Section 5.1.  Section 5.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

A.              General.  The General Partner shall distribute quarterly an amount equal to 100% of the Operating Cash Flow generated by  the Partnership during such quarter to the Partners, who are Partners on the Partnership Record Date with respect to such quarter in accordance with their respective Percentage Interests on such Partnership Record Date; provided, that in no event may a Partner receive a distribution of Operating Cash Flow with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Operating Cash Flow with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged.

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B.              REIT Dividend Limited Partners.  For purposes of this Section 5.1, each REIT Dividend Limited Partner shall be entitled to receive distributions with respect to each Partnership Unit equal to the REIT Dividend Limited Partner Unit Distribution Amount.

C.              Red Butte Limited Partners.  Notwithstanding Section 5.1.A, each Red Butte Limited Partner's share of Operating Cash Flow (other than The LCP Group, L.P. and Richard J. Rouse) shall be limited to a cash distribution of $0.27 per Partnership Unit per quarter ($1.08 per Partnership Unit per annum), provided, that if LXP reduces its dividend below $1.08 then the distribution to which each Red Butte Limited Partner is entitled shall be reduced by the percentage reduction in the LXP dividend.  The LCP Group, L.P. and Richard J. Rouse shall be entitled to cash distributions of $0.27 per Partnership Unit per quarter ($1.08 per Partnership Unit per annum) or such lower dividend rate as is payable with respect to the common stock of LXP.

D.              Expansion Limited Partners.  Notwithstanding Section 5.1.A, LCP (with respect to all Partnership Units received in connection with the admission of Expansion Limited Partners) and those Expansion Limited Partners that receive their Partnership Units as a result of holding a partnership interest in Toy Properties Associates II or Toy Properties Associates V, shall receive a share of Operating Cash Flow limited to a cash distribution of $0.28 per Partnership Unit per quarter ($1.12 per Partnership Unit per annum), provided, that if LXP reduces its dividend below $1.12 then the distribution to which such Expansion Limited Partner is entitled shall be reduced by the percentage reduction in the LXP dividend.  Those Expansion Limited Partners that receive their Partnership Units as a result of holding partnership interests in Fort Street Partners will be entitled to a cash distribution of $0.28 per Partnership Unit per quarter ($1.12 per Partnership Unit per annum), provided, that if LXP reduces its dividend below $1.12 then the distribution to which such Expansion Limited Partner is entitled shall be reduced by the percentage reduction in the LXP dividend.

3.      Amendment to Section 6.1(c).  Section 6.1(c) of the Agreement is hereby deleted in its entirety and replaced with the following:

For purposes of Reg Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of the amount of Partnership Minimum Gain and the total amount of Nonrecourse Built In Gain shall be allocated first to account for any income or gain to be allocated to the Property Limited Partners, Red Butte Limited Partners and the Expansion Limited Partners pursuant to Sections 2B and 2D of Exhibit C and then among the Partners in accordance with their respective Percentage Interests, or as is otherwise permissible in accordance with Regulation Section 1.752-3(a)(3).

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4.      Miscellaneous.  Except as amended hereby, the Agreement shall remain unchanged and in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on behalf of the Partnership in accordance with the provisions of Section 14.1 of the Agreement as of the date first written above.

GENERAL PARTNER:
LEX GP-1 TRUST
By:	/s/ T. Wilson Eglin
	T. Wilson Eglin
	President

Consented to by a Majority of the Special Limited Partners:

THE LCP GROUP L.P.

By: Third Lero Corp., its general partner

By:	/s/ E. Robert Roskind
E. Robert Roskind
President

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EX-10.2

SEVENTH AMENDMENT TO

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF

LEPERCQ CORPORATE INCOME FUND II L.P.

This SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEPERCQ CORPORATE INCOME FUND II L.P. (this “Amendment”) is made as of April 24, 2009 and effective as of March 26, 2009 by and among the entities and individuals signatory hereto.

A.           Lepercq Corporate Income Fund II L.P., a Delaware limited partnership (the “Partnership”) is governed by that certain Second Amended and Restated Agreement of Limited Partnership, dated effective as of August 27, 1998, as amended by that certain First Amendment thereto effective as of June 19, 2003, by Second Amendment thereto effective as of June 30, 2003, by Third Amendment thereto effective as of December 8, 2004, Fourth Amendment thereto effective as of January 3, 2005, Fifth Amendment thereto effective as of July 23, 2006, and Sixth Amendment thereto effective as of December 20, 2006 (the “Agreement”).  Unless otherwise defined, all capitalized terms used herein shall have such meaning ascribed such terms in the Agreement.

B.           Lex GP-1 Trust, a Delaware statutory trust, is the General Partner of the Partnership.

C.           Pursuant to Section 14.1.B.2 of the Agreement, the General Partner has the power, without the consent of any other Partner, to amend the Agreement as may be required to cure an ambiguity, correct or supplement any provision in the Agreement not inconsistent with law or with other provisions.

NOW, THEREFORE, the undersigned, being desirous of effectuating the foregoing and amending the Agreement accordingly, hereby enter into this Amendment, and amend the Agreement and any supplement to the Agreement entered into prior to the date hereof, as follows:

1.           Amendment to Article 1.

A.              The defined term “Redemption Factor” is hereby deleted in its entirety and replaced with the following:

“Redemption Factor” means 1.0, provided that in the event that LXP (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Redemption Factor shall be adjusted by multiplying the Redemption Factor in effect immediately before such event by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on the record date for such dividend distribution, subdivision or combination.  Any adjustment to the Redemption Factor (x) with respect to clause (i) of the immediately preceding sentence, shall become effective immediately after the effective date of such event retroactive to the day after the record date, if any, for such event, and (y) with respect to clauses (ii) or (iii) of the immediately preceding sentence, shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

B.              The following defined terms shall be added in alphabetical order to Article 1:

“REIT Dividend Limited Partners” means the Special Limited Partners, the Scannell Limited Partners, and the Duke Limited Partners.

“REIT Limited Partner Units” shall mean those Partnership Units issued to REIT Dividend Limited Partners pursuant to Section 4.1 and 4.2.

“REIT Dividend Limited Partner Unit Distribution Amounts” means such amounts of distributions for each REIT Dividend Limited Partner Unit that is equal to (x) the amount of cash distributions made in respect of one REIT Share outstanding on any given date multiplied by (y) the Redemption Factor on the applicable record date, such amount of REIT Dividend Limited Partner Unit Distribution Amounts being adjusted from time to time in accordance with the Redemption Factor.

2.           Amendment to Section 5.1.  Section 5.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

A.              General.  The General Partner shall distribute quarterly an amount equal to 100% of the Operating Cash Flow generated by  the Partnership during such quarter to the Partners, who are Partners on the Partnership Record Date with respect to such quarter in accordance with their respective Percentage Interests on such Partnership Record Date; provided, that in no event may a Partner receive a distribution of Operating Cash Flow with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Operating Cash Flow with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged.

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B.              REIT Dividend Limited Partners.  For purposes of this Section 5.1, each REIT Dividend Limited Partner shall be entitled to receive distributions with respect to each Partnership Unit equal to the REIT Dividend Limited Partner Unit Distribution Amount.

C.              Phoenix Limited Partner.  Notwithstanding Section 5.1.A, the Phoenix Limited Partner shall receive a share of Operating Cash Flow equal to a cash distribution of $0.29 per Partnership Unit per quarter ($1.16 per Partnership Unit per annum), provided, that if LXP reduces its dividend below $1.16 then the distribution to which such Phoenix Limited Partner is entitled shall be reduced by the percentage reduction in the LXP divided, and provided, further, that if LXP increases its dividend above $1.16 then the distribution to which such Phoenix Limited Partner is entitled shall be increased by the percentage increase in the LXP dividend.

D.              Warren Limited Partners.  Notwithstanding Section 5.1.A, the Warren Limited Partners shall receive a share of Operating Cash Flow equal to a cash distribution of $0.29 per Partnership Unit per quarter ($1.16 per Partnership Unit per annum), provided, that if LXP reduces its dividend below $1.16 then the distribution to which such Warren Limited Partner is entitled shall be reduced by the percentage reduction in the LXP divided, and provided, further, that if LXP increases its dividend above $1.16 then the distribution to which such Warren Limited Partner is entitled shall be increased by the percentage increase in the LXP dividend.

3.      Amendment to Section 6.1(c).  Section 6.1(c) of the Agreement is hereby deleted in its entirety and replaced with the following:

For purposes of Reg Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of the amount of Partnership Minimum Gain and the total amount of Nonrecourse Built In Gain shall be allocated first to account for any income or gain to be allocated to the Phoenix Limited Partners and the Warrant Limited Partners pursuant to Sections 2B and 2D of Exhibit C and then among the Partners in accordance with their respective Percentage Interests, or as is otherwise permissible in accordance with Regulation Section 1.752-3(a)(3).

4.      Miscellaneous.  Except as amended hereby, the Agreement shall remain unchanged and in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on behalf of the Partnership in accordance with the provisions of Section 14.1 of the Agreement as of the date first written above.

GENERAL PARTNER:
LEX GP-1 TRUST
By:	/s/ T. Wilson Eglin
	T. Wilson Eglin
	President

Consented to by a Majority of the Special Limited Partners:

THE LCP GROUP L.P.

By: Third Lero Corp., its general partner

By:	/s/ E. Robert Roskind
E. Robert Roskind
President

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EX-10.3

SIXTH AMENDMENT TO

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF

NET 3 ACQUISITION L.P.

This SIXTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NET 3 ACQUISITION L.P. (this “Amendment”) is made as of April 24, 2009 and effective as of March 26, 2009 by and among the entities and individuals signatory hereto.

A.           Net 3 Acquisition L.P., a Delaware limited partnership (the “Partnership”), is governed by that certain Amended and Restated Agreement of Limited Partnership, dated effective as of November 28, 2001, as amended by that certain First Amendment effective as of November 28, 2001, that certain Second Amendment effective as of June 19, 2003, that certain Third Amendment effective as of June 30, 2003, that certain Fourth Amendment effective as of December 8, 2004, and that certain Fifth Amendment effective as of January 3, 2005 (the “Agreement”).  Unless otherwise defined, all capitalized terms used herein shall have such meaning ascribed such terms in the Agreement.

B.           Lex GP-1 Trust, a Delaware statutory trust, is the General Partner of the Partnership.

C.           Pursuant to Section 14.1.B.2 of the Agreement, the General Partner has the power, without the consent of any other Partner, to amend the Agreement as may be required to cure an ambiguity, correct or supplement any provision in the Agreement not inconsistent with law or with other provisions.

NOW, THEREFORE, the undersigned, being desirous of effectuating the foregoing and amending the Agreement accordingly, hereby enter into this Amendment, and amend the Agreement and any supplement to the Agreement entered into prior to the date hereof, as follows:

1.           Amendment to Article 1.  The defined term “Redemption Factor” and “Special Limited Partner Unit Distribution Amounts” are hereby deleted in their entirety and replaced with the following:

“Redemption Factor” means 1.0, provided that in the event that LXP (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Redemption Factor shall be adjusted by multiplying the Redemption Factor in effect immediately before such event by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on the record date for such dividend distribution, subdivision or combination.  Any adjustment to the Redemption Factor (i) with respect to clause (i) of the immediately preceding sentence, shall become effective immediately after the effective date of such event retroactive to the day after the record date, if any, for such event, and (ii) with respect to clauses (ii) or (iii) of the immediately preceding sentence, shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

“Special Limited Partner Unit Distribution Amounts” means such amounts of distributions for each Special Limited Partner Unit that is equal to (x) the amount of cash distributions made in respect of one REIT Share outstanding on any given date multiplied by (y) the Redemption Factor on the applicable record date, such amount of Special Limited Partner Unit Distribution Amounts being adjusted from time to time in accordance with the Redemption Factor.

2.      Amendment to Section 6.1(c).  Section 6.1(c) of the Agreement is hereby deleted in its entirety and replaced with the following:

For purposes of Reg Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of the amount of Partnership Minimum Gain and the total amount of Nonrecourse Built In Gain shall be allocated first to account for any income or gain to be allocated to the Special Limited Partners pursuant to Sections 2B and 2D of Exhibit C and then among the Partners in accordance with their respective Percentage Interests, or as is otherwise permissible in accordance with Regulation Section 1.752-3(a)(3).

3.      Miscellaneous.  Except as amended hereby, the Agreement shall remain unchanged and in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on behalf of the Partnership in accordance with the provisions of Section 14.1 of the Agreement as of the date first written above.

GENERAL PARTNER:
LEX GP-1 TRUST
By:	/s/ T. Wilson Eglin
	T. Wilson Eglin
	President

Consented to by a Majority of the Special Limited Partners:

THE LCP GROUP L.P.

By: Third Lero Corp., its general partner

By:	/s/E. Robert Roskind
E. Robert Roskind
President

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EX-10.4

AMENDMENT NO. 1 TO

AMENDED AND RESTATED OWNERSHIP LIMIT WAIVER AGREEMENT (VORNADO)

THIS AMENDMENT NO 1 TO AMENDED AND RESTATED OWNERSHIP LIMIT WAIVER AGREEMENT (this “Amendment”), dated as of April 21, 2009, is between Lexington Realty Trust, a Maryland real estate investment trust (the “Company”), and Vornado Realty L.P. (“VRT”), a Delaware limited partnership (together Vornado Realty Trust and with any entity at least 99% of the voting securities of which are owned by VRT or Vornado Realty Trust, “Vornado”) and amends, as set forth below, that certain Amended and Restated Ownership Limit Waiver Agreement (Vornado), dated as of October 27, 2008, between the Company and VRT (the “Agreement”).  Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings given to them in the Agreement or 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 Agreement in connection with the an increase in Vornado’s ownership of the Company on October 27, 2008.

C.           The Company and Vornado wish to make certain clarifications to the Agreement so that VRT Equity Stock includes any Equity Stock issued in respect of Vornado’s ownership of the Company by reason of or in connection with certain stock dividends declared.

D.           Pursuant to subparagraph (a)(9) of Article IX of the Declaration, the Company’s Board of Trustees has adopted resolutions approving this Amendment.

AGREEMENT

1.           Section 1 of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

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) 16,149,594 shares of Equity Stock; 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, plus (iii) the number of shares of Equity Stock of the Company issued by the Company to Vornado or Winthrop by reason of or in connection with any stock dividend declared and paid pursuant to Revenue Procedure 2008-68 or any similar Revenue Procedure or private letter ruling with respect to shares of Equity Stock exempt under this Agreement where the value of Vornado’s Beneficial or Constructive Ownership expressed as a percentage of the value of all shares of Equity Stock of the Company does not exceed 23% following such stock dividend (a “Permitted Stock Dividend”), 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, (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 the date hereof, with the exception of shares of Equity Stock of the Company issued by the Company to Vornado or Winthrop by reason of or in connection with a Permitted Stock Dividend or that are acquired by Vornado through a distribution by Winthrop of the 3,500,000 shares of Equity Stock owned by Winthrop on the Settlement Date (or such lesser number, or such larger number pursuant to clause 1.1(A)(iii) above, as applicable), (z) Permitted Stock Dividends shall not include any shares of Equity Stock issued pursuant to a direct share purchase or dividend reinvestment plan.

2.           Except as modified by this Amendment, the Agreement is hereby ratified and affirmed in all respects.  Nothing herein shall be held to alter, vary or otherwise affect the terms, conditions and provision of the Agreement, other than as stated above.

3.           All questions concerning the construction, validity and interpretation of this Amendment 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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Each of the parties has caused this Amendment 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:	/s/ T. Wilson Eglin		By:	/s/ Alan J. Rice
	Name: T. Wilson Eglin			Name: Alan J. Rice
	Title:   Chief Executive Officer			Title:   SVP

EX-99.1

Lexington Realty Trust

TRADED: NYSE: LXP

One Penn Plaza, Suite 4015

New York NY 10119-4015

Contact:

Investor or Media Inquiries, T. Wilson Eglin, CEO

Lexington Realty Trust

Phone: (212) 692-7200 E-mail: tweglin@lxp.com

FOR IMMEDIATE RELEASE

April 24, 2009

LEXINGTON REALTY TRUST ANNOUNCES

DETAILS OF ITS COMMON SHARE DIVIDEND PAID ON APRIL 24, 2009

Related Adjustments to Exchangeable, Convertible and Redeemable Securities

New York, NY – April 24, 2009 – Lexington Realty Trust (“Lexington”) (NYSE:LXP), a real estate investment trust (REIT) focused on single-tenant real estate investments, announced today that its quarterly common share dividend in the amount of $0.18 per share paid on April 24, 2009 to common shareholders of record as of the close of business on March 26, 2009 consisted of approximately $1.8 million in cash and approximately 5.1 million common shares priced at $3.20 per share.  Holders of approximately 24.1 million common shares elected to receive the dividend in all common shares at a rate of approximately 0.0563 common shares per share.  Holders of 76.6 million common shares elected to receive the dividend in all cash or failed to make an election, and will receive approximately $0.0237 per share in cash (13.2%) and approximately $0.1563 per share in common shares (86.8%), or approximately 0.0489 common shares.

As a result of the quarterly common share dividend, effective March 27, 2009, the exchange rate of Lexington’s 5.45% Exchangeable Guaranteed Notes due 2027 adjusted from an exchange rate of 45.4682 common shares per $1,000 principal amount of notes, which was equivalent to an exchange price of $21.99 per common share, to 47.7692 common shares per $1,000 principal amount of notes, which is equivalent to an exchange price of $20.93 per common share.

In addition, as a result of the quarterly common share dividend, effective March 27, 2009, the conversion rate of Lexington’s Series C Cumulative Convertible Preferred Stock (the “Series C Preferred Shares”) adjusted from a conversion rate of 2.1683 common shares per Series C Preferred Share, which was equivalent to a conversion price of $23.06 per common share, to 2.2726 common shares per Series C Preferred Share, which is equivalent to a conversion price of $22.00 per common share.

Finally, as a result of the quarterly common share dividend, effective on March 27, 2009, the redemption factor (or conversion ratio) for all limited partners in Lexington’s three controlled operating partnership subsidiaries was adjusted from 1.0 to 1.05, so that each operating partnership unit may be redeemed by the holder thereof for 1.05 common shares.

ABOUT LEXINGTON REALTY TRUST

Lexington Realty Trust is a real estate investment trust that owns, invests in and manages office, industrial and retail properties primarily 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 www.lxp.com or by contacting Lexington Realty Trust, Investor Relations, One Penn Plaza, Suite 4015, New York, New York 10119-4015.

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