TRANSITION SERVICES AGREEMENT

Exhibit 10.3

TRANSITION SERVICES AGREEMENT

TRANSITION SERVICES AGREEMENT (this “Agreement” ), dated as of December 31, 2006, by and between Lexington Realty Trust, a Maryland real estate investment trust (together with its subsidiaries and affiliates, “Company” ), and First Winthrop Corp., a Delaware corporation (together with its subsidiaries and affiliates, “Winthrop” ) Company and Winthrop are each referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Company and Newkirk Realty Trust, Inc., a Maryland corporation ( “NRT” ) are parties to an Agreement and Plan of Merger, dated as of July 23, 2006 (the “Merger Agreement” ) (capitalized terms used herein without definitions shall have the meanings given to them in the Merger Agreement);

WHEREAS, pursuant to the Merger Agreement, Company and NRT have effected a business combination through a merger of NRT with and into Company with Company being the surviving entity (the “ Merger ” );

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, Company desires to obtain the use of certain services for the purpose of enabling Company to manage an orderly transition in its operation of the properties and businesses owned and conducted by NRT and its subsidiaries immediately prior to the Merger (the “ Businesses ” );

WHEREAS, Company would not have entered into the Merger Agreement without the agreement of Winthrop to provide the transition services pursuant to the terms hereof; and

WHEREAS, the closing of the transactions contemplated by the Merger Agreement is conditioned upon, among other things, the execution and delivery of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Winthrop hereby agree as follows:

AGREEMENT

1.               Scope of Agreement . Winthrop hereby agrees to provide, at Winthrop’s own expense, certain accounting, tax, financial reporting, investor relations and information technology support services to Company in accordance with the terms and conditions of this Agreement. The nature and scope of each Service (as defined below) are described in Section 3 of this Agreement. Upon the occurrence of the Transition Date (as defined below), Winthrop will stop providing each category of Services under this Agreement. Notwithstanding the foregoing, Company may, in its sole discretion, as of the Transition Date (a) exercise the Employment Option (as defined in Section 5 herein); (b) enter into its own license or contract with Winthrop’s software vendor or third party providing such Service; (c) establish a new relationship for the provision of such Service; and (d) develop the Service capability internally, all without any further assistance by Winthrop.

2.               Term . The term of this Agreement (the “ Term ” ) shall commence on the date on which the transactions contemplated by the Merger Agreement are consummated (the “ Closing Date ”) and shall end on the first anniversary thereof (the “ Termination Date ”); provided , Winthrop’s obligation to provide each category of Services pursuant to Section 3 hereof shall terminate on the ninetieth day following the Closing Date (the “ Transition Date ”).

3.               Services to be Provided by Winthrop . Until the Transition Date, Winthrop shall provide Company with those transition services described on Exhibit A attached hereto and incorporated herein by this reference (the “ Services ”). Winthrop represents and warrants that the Services constitute substantially all of the accounting, tax, financial reporting, investor relations and information technology support services which Winthrop, any affiliates of Winthrop, and any of their respective employees previously performed for The Lexington Master Limited Partnership (formerly known as The Newkirk Master Limited Partnership) (“ MLP ”) and NRT (hereinafter, “ Past Practice ” ). Notwithstanding the foregoing, in the event that any of the Services listed on Exhibit A do not constitute Past Practice, they shall nevertheless constitute Services hereunder and Winthrop will be obligated to provide such Services pursuant to the terms hereof.

4.               Level of Services. Winthrop will use the same degree of care in rendering the Services under this Agreement as it utilizes in rendering such Services for its own operations and its other clients. Company shall cooperate with Winthrop to permit Winthrop to perform its duties and obligations under this Agreement in a timely manner (including, without limitation, providing to Winthrop any reports or other information required by Winthrop to discharge its duties hereunder).

5.               Employment Option. Company shall have the right to hire (the “ Employment Option ” ) any of the employees of Winthrop listed on Schedule 1 hereto. The employees so hired are hereafter referred to as the “ Retained Employees ” . The foregoing provisions shall not restrict Company from conducting any general solicitation for employees (including the use of professional executive recruiters) not specifically directed at Carolyn Tiffany, Thomas Staples and Barbara Leary, and shall not restrict Company from hiring any such person who responds to any such general solicitation.

6.               Office Space. Until the first anniversary of the Closing Date (a) Winthrop shall provide Company office space at Winthrop’s offices in Boston, Massachusetts (i) for use of the Retained Employees and (ii) for reasonable use by other employees of Company during business hours provided that prior notice of any intended use is given to Winthrop, and (b) Winthrop shall supply the Retained Employees and such other employees of Company with information technology desktop support and use of telephones, fax machines, mailroom facilities and duplicating machines and shall also provide rack space required for the operation of up to four Company servers. Company shall be responsible for the payment of all telephone, fax and postage costs incurred by the Retained Employees and such other employees.

7.               Records. During the term of this Agreement, Winthrop shall maintain all records of NRT and its subsidiaries, including MLP, in its possession at its offices, including, without limitation, the records of NRT and its subsidiaries maintained at Michael Ashner’s personal

office in Jericho, New York (the “ Records ”), and shall, upon the request of Company at any time before the first anniversary of the Closing Date and at the sole cost of Company, assist Company to move the Records from the Winthrop offices to the offices of Company.

8.1            Amendment and Modification . This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each Party and otherwise as expressly set forth herein.

8.2            Waiver . No failure or delay of either Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of either Party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such Party.

8.3            Notices . All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile, upon written confirmation of receipt by facsimile, e-mail or otherwise, (b) on the first business day following the date of dispatch if delivered by a recognized next-day courier service or (c) on the earlier of confirmed receipt or the fifth business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

First Winthrop Corp.

7 Bulfinch Place

Suite 500

Boston, MA 02114

Facsimile: (617) 570-4746

Attention: Carolyn B. Tiffany

with copies (which shall not constitute notice) to:

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, NY 10022

Fax No: (212) 940-8776

Lexington Realty Trust

One Penn Plaza

Suite 4015

New York, New York 10119-4015

with a copy (which shall not constitute notice) to:

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, New York 10022

Fax No.: (212) 319-4090

8.4            Interpretation . When a reference is made in this Agreement to a Section, Schedule or Exhibit such reference shall be to a Section, Schedule or Exhibit of this Agreement unless otherwise indicated. The headings contained in this Agreement or in any Exhibit are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Any capitalized terms used in any Exhibit but not otherwise defined therein shall have the meaning as defined in this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation”, unless otherwise specified.

8.5            Entire Agreement . This Agreement, the Exhibits and Schedules and other agreements and instruments delivered in connection herewith constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understa