AMENDMENT NO. 1 TO AMENDED AND RESTATED OWNERSHIP LIMIT WAIVER AGREEMENT

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: